SOUNDSCAPE MEDIA INC. WEBSITE TERMS OF SERVICE

Last Updated: July 2, 2026

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Soundscape Media Inc., a corporation incorporated under the laws of Ontario, Canada ("Soundscape," "we," "us," or "our") governing your access to and use of the website located at https://www.soundscape.io and all associated subdomains, mobile applications, and related services (collectively, the "Site").

By accessing, browsing, or using the Site in any manner, including but not limited to creating an account, uploading content, downloading materials, or engaging with any features or services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must immediately cease all use of the Site.

2. ELIGIBILITY AND CAPACITY

2.1 Age Requirements

You represent and warrant that you are at least eighteen (18) years of age or the age of majority in your jurisdiction of residence, whichever is greater. If you are under the applicable age of majority, you may only use the Site with the express written consent and supervision of a parent or legal guardian who agrees to be bound by these Terms.

2.2 Corporate Users

If you are accessing or using the Site on behalf of a company, organization, or other legal entity, you represent and warrant that: (a) you have the legal authority to bind such entity to these Terms; (b) such entity has the corporate power and authority to enter into these Terms; and (c) such entity agrees to indemnify Soundscape for any violations of these Terms arising from your use of the Site.

2.3 Prohibited Users

You may not use the Site if: (a) you have been previously suspended or banned from the Site; (b) you are located in a jurisdiction where access to the Site is prohibited by law; or (c) your use would violate any applicable laws or regulations.

3. DESCRIPTION OF SERVICES

Soundscape operates a digital platform that provides music licensing services, content management tools, and related services to content creators, musicians, and other users. The Site facilitates the licensing of musical compositions, master recordings, videos, and images for use in various media productions. Specific licensing rights and terms are governed by separate subscription agreements and project licenses as applicable.

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Account Creation

To access certain features of the Site, you must create an account by providing accurate, current, and complete information. You agree to maintain and promptly update your account information to ensure it remains accurate and complete.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to: (a) use a strong password and keep it confidential; (b) immediately notify Soundscape of any unauthorized use of your account; (c) not share your account with others; and (d) log out of your account at the end of each session.

4.3 Account Termination

Soundscape reserves the right to suspend or terminate your account at any time, with or without cause, and with or without notice, including for violation of these Terms. However, if you are party to separate licensing agreements with Soundscape (such as content upload licenses or subscription licenses), the termination procedures and notice requirements specified in those agreements shall govern the termination of rights and obligations under such separate agreements. Upon termination of your general Site account, your right to use the Site will immediately cease, and we may delete your account and all associated data, subject to any continuing obligations under separate licensing agreements.

5. ACCEPTABLE USE POLICY

5.1 Permitted Uses

You may use the Site only for lawful purposes and in accordance with these Terms. You agree to use the Site in a manner that does not infringe upon the rights of others or restrict or inhibit anyone else's use and enjoyment of the Site.

5.2 Prohibited Conduct

You agree not to:

(a) Violate Laws: Use the Site in any manner that violates applicable federal, provincial, municipal, or international laws or regulations;

(b) Infringe Rights: Upload, post, or transmit any content that infringes upon intellectual property rights, privacy rights, publicity rights, or other proprietary rights of any person or entity;

(c) Harmful Content: Upload, post, or transmit any content that is defamatory, obscene, pornographic, abusive, harassing, threatening, hateful, or otherwise objectionable;

(d) Automated Access: Use robots, spiders, crawlers, scrapers, or other automated means to access the Site, except as expressly permitted by Soundscape or as enabled through publicly available APIs;

(e) System Interference: Attempt to interfere with, disrupt, or damage the Site's servers, networks, or security measures;

(f) Unauthorized Access: Attempt to gain unauthorized access to any portion of the Site, other user accounts, or computer systems connected to the Site;

(g) Malicious Code: Upload or transmit viruses, malware, or other malicious code;

(h) Commercial Misuse: Use the Site for unauthorized commercial purposes or to compete with Soundscape's business;

(i) False Information: Provide false, misleading, or inaccurate information;

(j) Impersonation: Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity.

5.3 Content Monitoring

While Soundscape has no obligation to monitor user content, we reserve the right to review, edit, or remove any content that violates these Terms or is otherwise objectionable, in our sole discretion.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Soundscape's Intellectual Property

The Site and its entire contents, features, and functionality, including but not limited to all information, software, text, displays, images, video, audio, design, presentation, selection, and arrangement, are owned by Soundscape, its licensors, or other providers and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Limited License to Users

Subject to your compliance with these Terms, Soundscape grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site for your personal or internal business purposes. This license does not include any right to: (a) resell or make commercial use of the Site; (b) collect and use product listings or descriptions; (c) make derivative uses of the Site; or (d) use data mining, robots, or similar data gathering tools.

6.3 User-Generated Content

You retain ownership of any content you upload, post, or submit to the Site ("User Content"). By uploading User Content, you grant Soundscape a limited, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, distribute, display, and perform your User Content solely for the purposes of: (a) operating and maintaining the Site; (b) providing technical support and customer service; (c) displaying your content within your account interface; and (d) other administrative functions and uses reasonably deemed by Soundscape as necessary for Site operation.

Separate Licensing Agreements: This limited license does not apply to any content that is subject to a separate licensing agreement between you and Soundscape, including but not limited to content licensed under Soundscape's Content Upload License & Representation Agreement or other commercial licensing arrangements. In the event of any conflict between this Section 6.3 and the terms of a separate licensing agreement, the separate licensing agreement shall take precedence and govern your content covered thereunder.

Commercial Use Exclusion: Except as expressly provided in separate licensing agreements, Soundscape may not use your User Content for commercial licensing to third parties, revenue generation, or other commercial purposes without your express written consent and appropriate compensation arrangements.

6.4 Content Representations

You represent and warrant that your User Content: (a) is original to you or you have obtained all necessary rights and permissions; (b) does not infringe any third-party rights; (c) complies with applicable laws; and (d) does not contain any confidential or proprietary information of third parties.

7. PRIVACY AND DATA PROTECTION

7.1 Privacy Policy

Your privacy is important to us. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Site, you consent to the collection, use, and disclosure of your personal information in accordance with our Privacy Policy.

7.2 Canadian Privacy Compliance

Soundscape complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation in its collection, use, and disclosure of personal information.

7.3 Communications Consent

By creating an account, you consent to receive electronic communications from Soundscape, including service announcements, administrative messages, and marketing communications. You may opt out of marketing communications at any time by following the unsubscribe instructions provided.

8. COPYRIGHT COMPLIANCE

8.1 Notice and Notice Regime

Soundscape complies with Canada's Notice and Notice regime under the Copyright Act. If you believe that content on the Site infringes your copyright, you may send a notice of claimed infringement to our designated agent at legal@soundscape.io.

8.2 Notice Requirements

Your notice must include: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the allegedly infringing material and its location on the Site; (c) your contact information; (d) a statement of good faith belief that the use is not authorized; (e) a statement that the information is accurate; and (f) your physical or electronic signature.

8.3 Response to Notices

Upon receiving a valid notice, Soundscape will forward it to the alleged infringer and may take appropriate action, including removing or disabling access to the allegedly infringing content.

9. THIRD-PARTY SERVICES AND LINKS

9.1 Third-Party Content

The Site may contain links to third-party websites, services, or content that are not owned or controlled by Soundscape. We do not endorse or assume responsibility for any third-party content, websites, or services.

9.2 Third-Party Terms

Your use of third-party services is subject to their respective terms of service and privacy policies. You are solely responsible for reviewing and complying with such terms.

9.3 Integration Services

The Site may integrate with third-party services such as payment processors, cloud storage providers, or social media platforms. Your use of such integrated services is subject to their respective terms and our Privacy Policy.

10. SUBSCRIPTION SERVICES

10.1 Separate Agreements

Paid subscription services offered through the Site are governed by separate subscription agreements. These Terms govern your general use of the Site, while subscription-specific terms govern your rights and obligations as a subscriber.

10.2 Billing and Payment

Subscription fees, billing terms, and payment processing are governed by the applicable subscription agreement and our payment processing partners' terms of service.

10.3 Free Accounts

Users may access certain features of the Site through free accounts, subject to limitations and restrictions as determined by Soundscape in its sole discretion.

11. DISCLAIMERS AND WARRANTIES

11.1 "As Is" Basis

THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

11.2 No Warranty of Availability

Soundscape does not warrant that: (a) the Site will function uninterrupted, secure, or available at any particular time or location; (b) any errors or defects will be corrected; (c) the Site is free of viruses or other harmful components; or (d) the results of using the Site will meet your requirements.

11.3 Content Disclaimers

While users represent that they have rights to uploaded content, Soundscape cannot monitor all content and makes no representations or warranties regarding the accuracy, completeness, or legality of user-generated content.

12. LIMITATION OF LIABILITY

12.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOUNDSCAPE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE.

12.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOUNDSCAPE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT YOU PAID TO SOUNDSCAPE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100 CAD), WHICHEVER IS GREATER.

12.3 Essential Purpose

The limitations set forth in this Section 12 shall apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

13. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Soundscape and its officers, directors, employees, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Site; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any rights of another party.

14. DISPUTE RESOLUTION

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

14.2 Jurisdiction

Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of the Province of Ontario, and you hereby irrevocably consent to the personal jurisdiction and venue therein.

14.3 Limitation Period

Any claim or cause of action arising out of or related to your use of the Site must be filed within one (1) year after such claim or cause of action arose, or it shall be forever barred.

15. FORCE MAJEURE

Soundscape shall not be liable for any failure or delay in performance under these Terms that is due to fire, flood, earthquake, pandemic, governmental action, war, terrorism, network infrastructure failures, or other causes beyond Soundscape's reasonable control.

16. MODIFICATIONS TO TERMS

16.1 Right to Modify

Soundscape reserves the right to modify these Terms at any time by posting the updated Terms on the Site. Your continued use of the Site after such modifications constitutes your acceptance of the updated Terms.

16.2 Notice of Changes

We will provide notice of material changes to these Terms by posting a notice on the Site or sending you an email notification. It is your responsibility to review these Terms periodically.

16.3 Rejection of Changes

If you do not agree to any modifications, you must discontinue use of the Site immediately.

17. TERMINATION

17.1 Termination by You

You may terminate your account and discontinue use of the Site at any time by following the account closure procedures provided on the Site.

17.2 Termination by Soundscape

Soundscape may terminate or suspend your access to the Site immediately, without prior notice or liability, for any reason, including breach of these Terms.

17.3 Effect of Termination

Upon termination: (a) your right to use the Site will cease immediately; (b) you must destroy all copies of any content downloaded from the Site; and (c) all provisions of these Terms that by their nature should survive termination shall survive.

18. GENERAL PROVISIONS

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable subscription agreements, constitute the entire agreement between you and Soundscape regarding the Site and supersede all prior agreements and understandings.

18.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term.

18.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without Soundscape's prior written consent. Soundscape may assign these Terms without restriction.

18.5 Independent Contractors

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Soundscape.

18.6 Language

These Terms have been drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

18.7 Notices

All notices required under these Terms shall be in writing and delivered to the addresses specified in your account settings or to legal@soundscape.io for notices to Soundscape.

18.8 Headings

The headings in these Terms are for convenience only and shall not affect their interpretation.

19. ACCESSIBILITY

Soundscape is committed to ensuring that the Site is accessible to users with disabilities. We strive to comply with applicable accessibility standards and continuously work to improve the accessibility of our services.

20. EXPORT CONTROLS

You acknowledge that the Site and related technology may be subject to Canadian export controls and sanctions laws. You agree to comply with all applicable export and import laws and regulations.

21. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

Soundscape Media Inc.

Email: legal@soundscape.io

Address: 246 Louisa St, Kitchener, ON N2H 5M9, Canada

By using the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.