Terms of Use

Last updated January 2024

Welcome

Platform. Stems Labs, Inc. (DBA stems.art, “Stems,” “we,” “us,” “our”) provides its services (described below) to you (“you” or “User") through its website located at www.stems.art (the “Platform”), subject to the following Terms of Service (as amended from time to time, the “Terms”).


PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.  THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST STEMS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.


Acceptance of Terms

Acceptance of Terms.  These Terms, together with any documents they expressly incorporate by reference, govern your access to and use of the Platform, including any content, functionality, and services offered on the Platform and constitute a legally binding agreement between you and Stems. By using the Platform, you accept and agree to be bound and abide by these Terms and all of the terms incorporated herein by reference. By agreeing to these Terms, you represent and warrant that you (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (2) are not listed on any U.S. Government list of prohibited or restricted parties; and (3) are at least 18 years of age. If you do not satisfy these conditions then you may not use the Platform. If we learn or have reason to suspect that you do not satisfy these conditions, we will have to close your account. If you do not agree to these Terms, you must not access or use the Platform. By accessing or using the Platform, connecting your Digital Wallet or viewing, accessing, transmitting, transacting, uploading or downloading any information or content from the Platform, you represent and warrant that you (1) satisfy the eligibility conditions set out above, (2) have read and understood the Terms, and (3) will comply with the Terms.


Modifications of the Terms

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time.  If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised.  If the change is significant then we will also notify you, either through the Platform user interface, in an email notification (to the extent we have such information) or through other reasonable means, as we may determine.  Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform will be effective immediately.  Your continued use of the Platform and after the date any such changes become effective constitutes your acceptance of the new Terms.


What is Stems?

The Stems Platform. Stems is a music and social media application available on iOS devices through the Apple App Store. Our main feature allows users to remix content using our exclusive "Studio" software. Users can share their remixed content on our platform, where it appears in a "feed" that includes posts from friends or content added by Stems admin. There is no fully public feed available.

Users can upload content from three sources: (1) videos recorded on their phone, (2) music files from their library, or (3) content imported from TikTok or YouTube. Stems does not control the uploaded content but requires users to only upload their own creations or content that is open source or falls under a permissive license. We reserve the right to remove any content at our discretion and prohibit material including but not limited to bullying, harassment, hate speech, pornography, and illegal content. By posting on the platform, users grant Stems the right to use their content in marketing and advertising.

Acceptance of Terms.  These Terms, along with any documents they reference, govern your access and use of the Stems platform, including all content, features, and services provided. By using Stems, you agree to be bound by these Terms. You confirm that you (1) are not in a country under a U.S. Government embargo or identified as supporting terrorism; (2) are not on any U.S. Government list of prohibited parties; and (3) are at least 12 years old. If these conditions are not met, you cannot use Stems. If we find that you do not meet these conditions, we will close your account. If you do not agree to these Terms, you must not use the platform. By accessing or using Stems, you affirm that you meet the eligibility conditions, have read and understood these Terms, and will comply with them

Your Stems Account

Account creation. Anyone can browse the Platform and play content without signing in, but you may need to create an account to access some features, such as posting remixed content or following other users. To create an account, users will need to sign up with their email address and create a password, or via a telephone number and SMS authentication. Once your account is created, you can edit your information, including creating a username using the account settings on the Platform. From time to time, we may require additional information and/or documents to verify your identity. If you do not provide complete and accurate information, we may limit your access to certain features or services.

Limited license to use the Platform. Subject to your compliance with these Terms, Stems grants you a limited, personal, non-exclusive, revocable, and non-transferable right and license to access and use the Platform to (i) view content, (ii) listen to audio content (solely as streamed from the Platform), and (iii) use the remixing features offered in the "Studio".

Restrictions. Use of the Platform is subject to each of the following conditions:

  • Access: You agree that access to your Stems account is limited solely to you. You will not sell, rent, lease, or grant access to your Stems account to any person without our prior written permission.

  • Purpose. You confirm that your use of the Platform is for personal and non-commercial purposes.

  • Security: You are responsible for maintaining the security of your account and control over any usernames or other security information. Unauthorized access to your account could result in the loss or theft of your content. You agree not to hold Stems responsible for managing and maintaining the security of your account. If you notice any unauthorized or suspicious activity, notify us immediately.

  • Unlawful Activity: You agree not to engage in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including those of the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity.

  • Abusive Activity: You agree not to engage in any activity that poses a threat to Stems or the Platform, such as distributing a virus or other harmful code, or through unauthorized access to the Platform or other users’ accounts.

  • Inappropriate Behavior: You agree not to interfere with other users’ access to or use of the Platform.

  • Communication: You agree not to use the Platform to send unsolicited advertising, promotions, requests for donations, or spam; harass or abuse other users; or interfere with other users’ transactions. You also agree not to use data collected from the Platform to contact individuals, companies, or other entities outside the Platform for any purpose.

  • Fraud: You agree not to engage in any activity that defrauds Stems, other users, or any other person, or to provide any false, inaccurate, or misleading information.

  • Gambling: You agree not to use the Platform for any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.

  • Taxes: You are solely responsible for determining and paying any taxes applicable to your transactions on the Platform.

  • Intellectual Property Infringement: You agree not to engage in transactions involving items or rights that infringe on any copyright, trademark, right of publicity or privacy, or any other proprietary right under the law. You also agree not to use Stems' content without express written consent or imply an untrue endorsement or affiliation with Stems.

  • Additional Prohibitions: You agree not to use data mining, robots, or similar data gathering methods; or download any portion of the Platform or Stems content, other than for page caching, except as expressly permitted by us.

  • Content Usage: You agree not to download, scrape, reproduce, or copy all or part of the content or associated artwork, or access or seek to access the content or associated artwork in a manner not expressly permitted by these Terms and the functionality of the Platform.

  • If you are unsure whether a contemplated use would violate these Terms, please contact us at contact@stemsdao.com.

Account suspension. Stems has the right to immediately suspend or cancel your access to the Platform, or close your account if we suspect, in our sole discretion, that (1) your account is being used for illegal activity; (2) you have concealed or provided false identification information; (3) you have engaged in fraudulent activity; or (4) you have violated these Terms.


Ownership

Stems Content. Unless otherwise indicated in writing by us, the Platform, all content, and all other materials contained therein, including, without limitation, the Stems logo, all designs, text, graphics, pictures, information, data, software, files, and the selection and arrangement thereof (collectively, “Stems Content”) are the property of Stems Labs, Inc. or our affiliates, licensors, or users, as applicable. The Stems logo and any Stems product or service names, logos, or slogans that may appear on the Platform or elsewhere are trademarks of Stems Labs, Inc. or our affiliates, and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

Use of Stems Content. You may not use any Stems Content to link to the Platform without our express written permission. You may not use framing techniques to enclose any Stems Content without our express written consent. Additionally, the look and feel of the Platform and Stems Content, including but not limited to, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Stems Labs, Inc. and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

Reporting Infringements. Apart from the Stems Content, all other trademarks, product names, logos, and copyright material on the Platform are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable rights holder. If you find any content on the Platform that you believe infringes your copyright, please let us know by contacting Stems at contact@stems.art. If you prefer to send us your own written notice, please be sure to include the following information:

  • A statement that you have identified content on Stems that infringes your copyright or the copyright of a third party on whose behalf you are authorized to act;

  • A description of the author's work(s) that you claim have been infringed;

  • A description of the content that you claim is infringing and the Stems URLs where such content can be found;

  • Your full name, address, and phone number, a valid email address at which you can be reached, and your Stems username if you have one;

  • A statement that you have a good faith belief that use of the material complained of is not authorized by the copyright owner, its agent, or the law; and

  • A statement that the information you have provided is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

  • If you would like your communication to be considered a citation under the United States Digital Millennium Copyright Act, 17 USC §512(c), please also include the following:

    • With respect to your statement that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and

    • Your electronic or physical signature (which can be a scanned copy).

Your communication must be sent to us by email to contact@stems.art and/or by post to the following address: 520 Broadway Suite 200 Santa Monica CA 90401.

If you find content that you believe violates your trademark rights, please let us know by email at contact@stems.art. In all other cases, if you find content that infringes or violates any of your other rights, that you believe to be defamatory, pornographic, obscene, racist, or otherwise objectionable, or that constitutes forgery, abuse, spam, or otherwise violates these Terms or applicable laws, please report the same to us by email at contact@stems.art.

Stems Labs, Inc.'s policy is to suspend or terminate the account of repeat infringers. Our response may depend on relevant aggravating or mitigating circumstances, but generally, we will terminate an account if it is the subject of three valid infringement notices.

No monitoring. You acknowledge and agree that Stems Labs, Inc. does not review content created or uploaded by users, and neither Stems Labs, Inc. nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers, and partners have any obligation, and may not undertake any duty to do so, to monitor the Platform for content that is inappropriate, infringes or may infringe third-party rights, or has been uploaded in violation of these Terms or applicable law.


Privacy

You acknowledge the collection, use, and disclosure of your personal information in accordance with Stem’s privacy policy, which is incorporated into this Terms by reference.


Third Party Sites

The Platform may contain hyperlinks to third-party websites or applications (collectively, “Third Party Sites”). Stems does not own or control Third Party Sites. You understand and agree that your use of any Third-Party Site or Digital Wallet is subject to any terms and/or privacy policy provided by such Third-Party Site. Stems is not a party to any such agreement. You should review any terms and/or privacy policy provided by such Third-Party Site and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Stems provides links to these Third-Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites, or their products or services. You use all links to and in Third Party Sites at your own risk. When you leave our Platform, our Terms and policies no longer govern. We may, but are not obligated to, warn you that you are leaving our Platform.


Removal

If Stems considers it reasonably necessary to mitigate risk of infringement, or to avoid incurring or sustaining any reputational, legal, or financial liability, Stems may take any action it deems necessary or desirable in respect of content on the Platform. This includes, but is not limited to, removing or procuring the removal of content from listings on the Platform and/or other platforms and channels, (to the extent practicable) removing, taking down, and withdrawing videos, audio files, and other associated materials, and/or scrambling, obfuscating, and/or unpinning the links to such content.


Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY STEMS, THE PLATFORM AND CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. STEMS MAKES NO WARRANTY THAT THE PLATFORM WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR RELIED UPON BASED ON MATERIAL OR INFORMATION CONTAINED ON THE PLATFORM. STEMS DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR OR INCORRECT USE OF THE PLATFORM; (2) SERVER FAILURE OR DATA LOSS; (3) UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM OR USER ACCOUNTS; (4) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE-FORCING, OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.


Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL STEMS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE PLATFORM, THE SERVICES, OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF STEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE PLATFORM, SERVICES, OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

Stems and its subsidiaries, affiliates, successors, assignees, employees, agents, directors, officers, and partners exclude, to the fullest extent permitted by law, any and all liability that may arise from any content uploaded to the Platform by users, including but not limited to any claims for infringement of intellectual property rights, privacy rights, or publicity rights, any claims relating to the publication of abusive, defamatory, pornographic, or obscene material, or any claims relating to the completeness, accuracy, timeliness, or reliability of any information provided by users of the Platform.

You hereby acknowledge and agree that Stems: (i) stores content and other information in accordance with the guidelines, requests, and authorization of its users, (ii) merely acts as a passive channel and/or host for uploading, storing, and distribution of such content, and (iii) does not play any active role in and does not provide any assistance in the presentation or use of the content. Users are solely responsible for all content that they upload, post, or distribute to, on, or through the Platform and, to the extent permitted by law, Stems excludes all liability with respect to all content and activities of its users related to them.

If you have a dispute with one or more users, you release Stems (and our affiliates and subsidiaries, and Stems’s and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Nothing in these Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.


Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Stems Labs, Inc., and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (collectively, the “Stems Parties”), from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance) of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of, or are related to (a) your use or misuse of the Platform or Stems Content, (b) your violation of these Terms, and (c) your violation of the rights of a third party, including another user. You agree to promptly notify Stems of any third-party Claims and cooperate with the Stems Parties in defending such Claims. You further agree that the Stems Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND STEMS.


Governing Law

These Terms your rights and obligations, and all actions contemplated by, arising out of or related to these Terms shall be governed by the laws of the State of California as if these Terms are a contract wholly entered into and wholly performed within the State of California. YOU UNDERSTAND AND AGREE THAT YOUR USE OF STEMS AS CONTEMPLATED BY THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF CALIFORNIA AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. Save as otherwise provided at Section 14, any claims in connection with the Terms or otherwise related to the Platform shall be solely brought in the courts of the State of California.


Arbitration Agreement

Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with Stems and limits the manner in which you can seek relief from us. By agreeing to the Terms you are hereby agreeing to the Arbitration Agreement.

You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Platform; any products sold or distributed through the Platform; or any aspect of your relationship with Stems will be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Stems may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration, rather than in court.

The arbitrator shall have exclusive authority to (1) determine the scope and enforceability of this Arbitration Agreement; and (2) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including but not limited to any claim that all or part of this Arbitration Agreement is void or voidable; (3) decide the rights and liabilities, if any, of you and Stems; (4) grant motions dispositive of all or part of any claim; (5) award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, and these Terms (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us.

You understand that by agreeing to this Arbitration Agreement, you and Stems are each waiving their right to trial by jury and to participate in a class action or class arbitration.

If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to in full force and effect.

This Arbitration Agreement shall survive the termination of your relationship with Stems.

Assignment

Stems may freely assign, sub-contract and/or otherwise transfer any or all of its rights and/or obligations under these Terms to any company, firm or person. You may not transfer your rights or obligations under these Terms to anyone else.


Termination

We reserve the right, without notice and in our sole discretion, to terminate your access or use the Platform, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event.


Severability

If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.


Entire Agreement

These Terms comprise the entire agreement between you and Stems relating to your access to and use of the Platform and Content, and supersede any and all prior discussions agreements, and understandings of any kind (including without limitation prior versions of this Terms). Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.


Survival

You agree and understand that all provisions of these Terms shall survive the termination or expiration of these Terms.


Contact Information

If you have any questions, would like to provide feedback, or would like more information about Stems, please feel free to email us at gm@stemsdao.com. If you would like to lodge a complaint, please contact us at contact@stemsdao.com.


ADDITIONAL ARTIST TERMS APPENDIX


Rules for Creating a Listing on Stems

Content Uploaded to the Platform. Users can create a profile where they can post their biographies, certain information about themselves, and links to other websites (collectively, “Profile Information”); and upload their audio content, videos, and associated metadata (collectively, the Profile Information and uploaded content shall be referred to as the “User Content”). Any Profile Information you post to the Platform will be considered non-confidential and non-proprietary. We reserve the right to prohibit, cancel, remove, or reassign certain Profile Information in appropriate circumstances, as determined by us in our sole discretion.

Rights and Permissions. Users must obtain, maintain, and pay for any and all rights, permissions, licenses, waivers, and consents that may be required from any third party in connection with or arising from the uploading, production, creation, and distribution of User Content, including the hosting, reproduction, public performance, and communication to the public of the User Content.

No Infringement of Third Party Rights. You must not upload any User Content to which you do not hold the necessary rights. Any unauthorized use of copyright-protected material within User Content, independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third-party rights and is strictly prohibited. Such infringements may result in termination of your access to the Platform and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder or Stems.

Reservation of Rights. We reserve the right, in our sole discretion, to prohibit you from uploading User Content. Although we are not required to monitor any User Content, we may, in our sole discretion, remove User Content at any time and for any reason without notice. Stems may monitor User Content to detect and prevent fraudulent activity or violation of these Terms.


Grant of Rights for User Content

Perpetual and Irrevocable License. By uploading User Content to the Platform, you grant Stems Labs, Inc. a non-exclusive, royalty-free, fully paid up, perpetual and irrevocable license to use, copy, share, reproduce, or otherwise distribute, publicly display, publicly perform, make available, and otherwise communicate to the public such User Content and each part of it. This license is granted separately for each item of User Content that you upload to the Platform.

Retention of Rights. Subject to the rights and licenses granted in these Terms, you retain all rights, title, and interest in and to the User Content, including the copyright and all other intellectual property rights embodied in or associated with it.

Marketing Use. You hereby grant Stems the right to use your name, image, and likeness (including as may be embodied in the content) for marketing or promotional purposes. You also agree that we can use your name, image, likeness, biography, and other public information about you, along with any other performer or artist featured in the content, to promote the content you create.


Representations and Warranties

You hereby represent and warrant to Stems as follows:

  1. Original Work. Your User Content is an original work by you, or you have obtained all rights, licenses, consents, and permissions necessary to use and authorize Stems to use your User Content as outlined in these Terms.

  2. No Infringement. Your User Content does not and will not infringe or violate the rights of any third party, including any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.

  3. Necessary Consents. You have obtained all necessary consents, permissions, and releases from any persons appearing in your User Content to include their name, voice, performance, or likeness and to publish it on the Platform.

  4. Lawful Content. Your User Content, including any comments you may post on the Platform, is not and will not be unlawful, abusive, libelous, defamatory, pornographic, or obscene, and will not promote or incite violence, terrorism, illegal acts, or hatred based on race, ethnicity, cultural identity, religious belief, disability, gender, identity, or sexual orientation.

  5. Exploitation Rights. Stems may freely exploit the User Content, including allowing users to playback audio content, in accordance with these Terms without requiring any additional permission, consent, license, or authorization from any other party.

  6. No Payments Required. Stems’s use of the User Content in accordance with these Terms will not require any royalty, fee, remuneration, or other payment to be made by Stems or any user to you or any third party.

  7. No Liability. Your User Content does not and will not create any liability for Stems, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers, and/or shareholders.


Fees and Accounting

Fees. Stems Labs, Inc. may charge fees for certain services provided on the Platform. Stems reserves the right to adjust these fees from time to time in accordance with Section 1 of the Terms (‘Modification of these Terms’).

Payment. Any payments for services or features on the Platform will be processed through the payment methods provided by Stems. Users will be responsible for any fees associated with these payments, including any transaction fees imposed by their payment provider.

Accounting, Invoicing, and Administration. Users are solely responsible for all accounting, invoicing, and reporting requirements as may be imposed by local law, tax regulation, or other requirements of competent authorities in respect of the payments made or received through the Platform. Users are responsible for managing their own financial records and ensuring compliance with applicable tax laws.

Adequate Consideration. Users acknowledge and agree that the fees paid for the services and features provided by Stems represent the entire remuneration and consideration for all rights granted under these Terms. No further payments, royalties, fees, or other sums shall be due to users or any other rightsholder connected with the content uploaded or used on the Platform in connection with its streaming, playback, reproduction, or exploitation.

Contributors and Rightsholders. Users acknowledge that they are solely responsible for making any and all payments that may be due to rightsholders or contributors to the content uploaded. Stems shall have no liability to pay any amount to any such rightsholder, contributor, or third party. Users agree to indemnify the Stems Parties from any claims made by or on behalf of such persons.

Withholding. Stems shall be entitled to deduct and withhold from any amounts otherwise payable to users under these Terms such amounts that are required to be deducted and withheld under applicable law with respect to any such payments. Users shall provide any forms or other documentation required under applicable law to eliminate or reduce such deduction or withholding.

Taxes. Each party is responsible for all taxes (including net income, gross receipts, franchise, and property taxes and any other taxes) imposed on such party under applicable laws and arising as a result of or in connection with these Terms or the transactions contemplated by these Terms.


General

Relationship Between the Parties. It is the express intention of the parties that you are not an employee, agent, joint venture, or partner of Stems Labs, Inc. Nothing in these Terms shall be interpreted or construed as creating or establishing any relationship to the contrary. Both parties acknowledge that users are not employees for federal and state tax purposes and that users do not have a right to workers’ compensation, unemployment, disability, health, retirement benefits, or any other benefits provided by Stems to its employees.

No Injunctions. If Stems is in breach of any provision of these Terms, you hereby agree that your rights and remedies shall be limited to your right to recover damages at law, and you waive your right to seek injunctive relief to prevent the continued operation of the Platform, including the uploading, sharing, and promotion of user content.