Terms of Service

1. Definitions

As used in these Terms of Service (“Terms” or “Agreement”), the following capitalized terms shall have the meanings set forth below:

• “Company,” “we,” “us,” or “our” refers to XCLSV Inc., a Delaware corporation with its principal place of business in New York, New York.
• “Platform” or “Service” refers to the XCLSV website, web application, mobile applications, APIs, and all related services operated by the Company.
• “User” or “you” refers to any individual or entity that accesses or uses the Service, whether as a Buyer, Artist, or visitor.
• “Buyer” or “Collector” refers to a registered User who commissions musical works through the Platform.
• “Artist” refers to a recording artist, musician, or performer who has been accepted to the XCLSV roster and offers Commissions through the Platform.
• “Commission” refers to a custom, original musical work created by an Artist at the request of a Buyer through the Platform.
• “Commission Price” refers to the total price for a Commission as listed by the Artist on the Platform at the time of the Buyer’s order.
• “Deposit” refers to the initial payment of fifty percent (50%) of the Commission Price required to initiate a Commission.
• “Listening License” has the meaning set forth in Section 9.1.
• “Content” refers to any text, images, audio, video, or other materials uploaded, submitted, or transmitted through the Platform.

2. Acceptance of Terms; Modifications

2.1 Binding Agreement

These Terms constitute a legally binding agreement between you and the Company governing your access to and use of the Service. By creating an account, submitting a Commission request, or otherwise accessing the Service, you represent and warrant that you have the legal capacity and authority to enter into this Agreement.

2.2 Modifications

The Company reserves the right to modify these Terms at any time in its sole discretion. We will provide notice of material changes by posting the revised Terms on the Platform with an updated “Effective Date” and, where practicable, by sending notice to the email address associated with your account. Your continued use of the Service following the posting of revised Terms constitutes your acceptance of such changes. If you do not agree to the modified Terms, you must immediately cease all use of the Service and close your account. It is your responsibility to review these Terms periodically.

2.3 Additional Terms

Certain features or services offered on or through the Platform may be subject to additional terms and conditions (“Supplemental Terms”). To the extent there is a conflict between these Terms and any Supplemental Terms, the Supplemental Terms shall control with respect to the applicable feature or service.

3. Eligibility

The Service is intended solely for persons who are at least eighteen (18) years of age and who are legally capable of forming binding contracts under applicable law. By using the Service, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not been previously suspended or removed from the Service; (c) your use of the Service does not violate any applicable law, regulation, or obligation; and (d) you possess the legal right, full power, and authority to enter into these Terms. If you are accessing the Service on behalf of a legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case “you” shall refer to such entity.

4. Account Registration and Security

4.1 Account Creation

To access certain features of the Service, you must register for an account. You agree to: (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update your account information to keep it accurate, current, and complete; and (c) maintain the security and confidentiality of your login credentials.

4.2 Account Responsibility

You are solely responsible for all activity that occurs under your account, whether or not authorized by you. You agree to immediately notify the Company of any unauthorized use of your account or any other breach of security. The Company shall not be liable for any loss or damage arising from your failure to comply with this Section.

4.3 Account Termination

We reserve the right, in our sole discretion and without prior notice or liability, to suspend, disable, or terminate your account and/or your access to the Service (in whole or in part) for any reason, including without limitation: (a) breach of these Terms; (b) fraudulent, abusive, or otherwise illegal activity; (c) activity that is harmful to other Users, third parties, or the business interests of the Company; or (d) extended inactivity. Upon termination, your right to use the Service will immediately cease. Sections of these Terms that by their nature should survive termination shall survive, including without limitation Sections 9, 12, 13, 14, 15, 16, and 17.

5. The Commission Process

5.1 Nature of the Service

XCLSV operates as a marketplace platform that facilitates the commissioning of original musical works between Buyers and Artists. THE COMPANY IS NOT A PARTY TO THE COMMISSION AGREEMENT BETWEEN BUYER AND ARTIST. The Company does not create, perform, produce, or guarantee the quality, timeliness, legality, or suitability of any Commission. Artists are independent contractors and are not employees, agents, or representatives of the Company.

5.2 Commission Request

A Buyer initiates a Commission by selecting an Artist, providing a creative brief (including vision, occasion, and preferences), and submitting the Commission request at the Artist’s listed Commission Price. Submission of a Commission request constitutes an offer to engage the Artist at the stated price and does not guarantee acceptance by the Artist.

5.3 Deposit

Upon acceptance of a Commission request, the Buyer shall pay a non-refundable Deposit equal to fifty percent (50%) of the Commission Price. The Deposit is earned upon payment and compensates the Artist for reserving creative capacity and commencing work. THE DEPOSIT IS NON-REFUNDABLE EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.

5.4 Creation and Delivery

The Artist shall use commercially reasonable efforts to complete the Commission within the estimated delivery window displayed at the time of order. Estimated delivery dates are non-binding and provided for informational purposes only. The Company makes no representation or warranty regarding delivery timelines.

5.5 Final Payment and Access

Upon completion of the Commission, the Buyer shall be notified and the remaining balance of fifty percent (50%) of the Commission Price shall become immediately due. The Commission shall be made available in the Buyer’s collection for streaming upon receipt of full payment. Failure to remit final payment within thirty (30) days of delivery notification may result in forfeiture of the Deposit and cancellation of the Commission at the Company’s sole discretion.

6. Pricing, Fees, and Payment Terms

6.1 Commission Pricing

Commission Prices are set by individual Artists at their sole discretion and may range from $1,000 to $1,000,000 USD or such other amounts as the Company may permit. All prices are denominated in United States Dollars (USD). The Company reserves the right to establish minimum and maximum pricing thresholds.

6.2 Platform Fee

The Company retains a platform service fee from each Commission transaction (“Platform Fee”). The Platform Fee is included in the Commission Price displayed to the Buyer. The net amount after deduction of the Platform Fee is remitted to the Artist in accordance with the Company’s Artist payment schedule and applicable Supplemental Terms.

6.3 Payment Processing

All payments are processed through our designated third-party payment processor(s). By submitting payment information, you authorize the Company and its payment processor(s) to charge the applicable amounts to your designated payment method. You represent and warrant that you are authorized to use the payment method provided. All payment obligations are non-cancelable and non-contingent.

6.4 Taxes

You are solely responsible for determining and paying all taxes, duties, levies, and assessments applicable to your use of the Service and any transactions conducted through the Platform, including without limitation sales tax, use tax, value-added tax (VAT), goods and services tax (GST), and income tax. The Company may collect and remit taxes where required by law.

6.5 Currency

All transactions are denominated in USD. If your payment method is denominated in a different currency, your financial institution may impose foreign exchange fees or apply its own exchange rate. The Company is not responsible for any such fees or rate fluctuations.

7. Refund and Cancellation Policy

7.1 General Policy

ALL DEPOSITS ARE NON-REFUNDABLE. Because each Commission constitutes a bespoke, custom-created work of art, Deposits compensate Artists for the reservation of creative capacity, opportunity cost, and commencement of work. Once a Deposit is paid, it shall not be refunded except as expressly provided in Section 7.2.

7.2 Limited Exceptions

A Deposit refund may be issued at the sole discretion of the Company only in the following circumstances:

• The Artist is unable or unwilling to fulfill the Commission for any reason and notifies the Company accordingly;
• The delivered Commission materially and substantively deviates from the agreed-upon creative brief, as determined by the Company in its sole and absolute discretion after review of the brief and delivered work; or
• Delivery has not occurred and no substantive communication has been received from the Artist within ninety (90) days following the estimated delivery date.

7.3 Cancellation by Buyer

A Buyer may not unilaterally cancel a Commission after the Deposit has been paid. In the event a Buyer seeks cancellation, the Company may, at its sole discretion, facilitate a resolution with the Artist. Any refund in such circumstances is not guaranteed and shall be determined case-by-case. Dissatisfaction with creative choices, artistic interpretation, or subjective quality of the Commission shall not constitute grounds for cancellation or refund, provided the Commission reasonably addresses the creative brief.

7.4 Cancellation by Artist

If an Artist cancels a Commission after the Deposit has been received, the Buyer shall receive a full refund of the Deposit. The Artist shall forfeit any Platform Fee or payment associated with the cancelled Commission and may be subject to additional penalties at the Company’s discretion, including removal from the Platform.

7.5 Chargebacks

You agree not to initiate chargebacks, payment reversals, or disputes with your financial institution for transactions that are subject to these Terms. Initiating an unauthorized chargeback constitutes a material breach of this Agreement and may result in immediate account termination, collection proceedings, and legal action. You agree to reimburse the Company for all costs and fees incurred as a result of any chargeback, including administrative fees, chargeback penalties, and reasonable attorneys’ fees.

8. Artist Terms and Obligations

8.1 Independent Contractor Status

Artists are independent contractors and not employees, partners, joint venturers, or agents of the Company. Nothing in these Terms creates an employment relationship, partnership, or joint venture between Artists and the Company. Artists are solely responsible for their own taxes, insurance, and compliance with applicable laws.

8.2 Artist Representations and Warranties

Each Artist represents and warrants that: (a) all Commissions delivered through the Platform are original works that do not infringe upon any third-party intellectual property rights, including copyrights, trademarks, rights of publicity, or any other proprietary rights; (b) the Artist has the full legal right and authority to create, deliver, and license the Commission as contemplated by these Terms; (c) the Commission does not contain any unauthorized samples, interpolations, or third-party content unless properly cleared and licensed; and (d) the Artist shall comply with all applicable laws and regulations in connection with the creation and delivery of Commissions.

8.3 Artist Obligations

Artists agree to: (a) use commercially reasonable efforts to deliver Commissions within the estimated delivery window; (b) communicate promptly with the Company regarding any delays, inability to perform, or other material issues; (c) not solicit Buyers for off-platform transactions that circumvent the Platform or the Company’s fees; (d) maintain professional standards consistent with the Artist’s public reputation; and (e) comply with all content standards set forth in Section 11.

8.4 Exclusivity of Commission

Each Commission is exclusive to the Buyer. The Artist shall not deliver the same or substantially similar work to any other party. The Artist may not commercially release, distribute, publicly perform, or license the Commission to third parties without the prior written consent of the Buyer, except that the Artist may reference the existence of the Commission in promotional materials without disclosing the audio content.

9. Intellectual Property Rights

9.1 Listening License

Upon full payment of the Commission Price, the Buyer receives a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to stream and privately enjoy the Commission solely through the XCLSV Platform for the Buyer’s personal, non-commercial use (“Listening License”). THE LISTENING LICENSE IS NOT A TRANSFER OF OWNERSHIP, COPYRIGHT, OR ANY OTHER PROPRIETARY RIGHT IN THE COMMISSION.

9.2 Retained Rights

The Artist retains all right, title, and interest in and to the Commission, including without limitation all copyright, master recording rights, publishing rights, neighboring rights, and all other intellectual property rights therein. Nothing in these Terms shall be construed as an assignment, transfer, or waiver of any intellectual property rights belonging to the Artist.

9.3 Restrictions on Use

The Buyer shall not, and shall not permit any third party to: (a) download, copy, reproduce, or store the Commission in any medium; (b) distribute, transmit, broadcast, publicly perform, or publicly display the Commission; (c) sell, resell, license, sublicense, or otherwise transfer the Commission or any rights therein; (d) modify, adapt, translate, reverse engineer, or create derivative works based upon the Commission; (e) remove, obscure, or alter any copyright notices, watermarks, or digital rights management protections embedded in the Commission; (f) use the Commission for any commercial purpose, including but not limited to synchronization with visual media, sampling, or incorporation into other works; or (g) circumvent, disable, or interfere with any security, access control, or digital rights management features of the Platform.

9.4 Revocation

The Listening License may be revoked upon: (a) termination of your account; (b) breach of these Terms; (c) discontinuation of the Platform; or (d) as otherwise provided herein. Upon revocation, you must immediately cease all use of the Commission. The Company shall have no obligation to provide refunds in connection with License revocation resulting from your breach of these Terms.

9.5 Company Intellectual Property

The XCLSV name, logo, trademarks, service marks, trade dress, and all other Company intellectual property are the exclusive property of the Company and are protected by applicable intellectual property laws. You may not use, reproduce, or display any Company intellectual property without prior written consent.

9.6 DMCA and Copyright Infringement

The Company respects the intellectual property rights of others and expects Users to do the same. If you believe that any content on the Platform infringes your copyright, please submit a notice in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) to our designated copyright agent at legal@xclsv.com. Your notice must include: (a) identification of the copyrighted work; (b) identification of the allegedly infringing material; (c) your contact information; (d) a statement of good faith belief that the use is unauthorized; and (e) a statement under penalty of perjury that the information is accurate and that you are authorized to act on behalf of the copyright owner.

10. Buyer Obligations

As a Buyer, you agree to:

• Provide accurate, lawful, and respectful creative briefs that do not request content that is illegal, hateful, threatening, defamatory, obscene, or otherwise objectionable;
• Remit final payment promptly upon delivery notification in accordance with Section 5.5;
• Not attempt to contact Artists directly for the purpose of circumventing the Platform or the Company’s fees;
• Not record, capture, download, or otherwise reproduce streamed audio by any means, including but not limited to screen recording, audio capture software, or external recording devices;
• Not share account credentials or permit any third party to access your account or collection;
• Comply with all restrictions set forth in Section 9.3; and
• Respect the confidentiality and exclusivity of the commission relationship.

11. Content Standards and Prohibited Conduct

11.1 Content Standards

All Content submitted through the Platform must comply with applicable law and these Terms. The Company reserves the right, but has no obligation, to review, screen, or remove any Content that, in its sole judgment, violates these Terms or is otherwise objectionable.

11.2 Prohibited Conduct

You agree not to:

• Use the Service for any illegal, fraudulent, or unauthorized purpose;
• Submit Content that promotes violence, hatred, discrimination, terrorism, or illegal activity;
• Submit Content that infringes upon or misappropriates any third-party intellectual property, publicity, or privacy rights;
• Attempt to gain unauthorized access to the Service, other User accounts, or any computer systems or networks connected to the Service;
• Interfere with or disrupt the Service or servers or networks connected to the Service;
• Use any robot, spider, scraper, or other automated means to access the Service;
• Transmit any virus, worm, defect, Trojan horse, or other malicious code;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Engage in any activity that could damage, disable, overburden, or impair the Service; or
• Circumvent, disable, or otherwise interfere with any security-related features of the Service.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY COMMISSION WILL BE OF A PARTICULAR QUALITY, STYLE, OR STANDARD; (D) ANY RESULTS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (E) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY COMMISSION CREATED BY AN ARTIST, ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY, OR ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, “COMPANY PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION ANY ARTIST OR BUYER; (C) ANY COMMISSION OBTAINED THROUGH THE SERVICE; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT OF PLATFORM FEES ACTUALLY PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED DOLLARS ($100.00 USD).

THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. Indemnification

You agree to indemnify, defend, and hold harmless the Company Parties from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) your use of or access to the Service; (b) your violation of these Terms or any applicable law or regulation; (c) your violation of any rights of any third party, including without limitation any intellectual property, publicity, confidentiality, property, or privacy rights; (d) any Content you submit, post, or transmit through the Service; (e) any Commission request or creative brief submitted by you; or (f) any dispute between you and any other User, including any Artist or Buyer. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

15. Dispute Resolution; Arbitration Agreement

15.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@xclsv.com and attempt to resolve the dispute informally for a period of at least sixty (60) days. If the dispute is not resolved during that period, either party may proceed as set forth below.

15.2 Binding Arbitration

ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY COMMISSION (INCLUDING THE FORMATION, INTERPRETATION, BREACH, OR TERMINATION THEREOF), WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES THEN IN EFFECT, EXCEPT AS MODIFIED HEREIN.

The arbitration shall be conducted by a single arbitrator with expertise in technology or entertainment law, selected in accordance with the AAA rules. The arbitration shall take place in New York County, New York, or at such other location as the parties may mutually agree. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.3 Class Action Waiver

YOU AND THE COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING. If this waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void, and the dispute shall be resolved in court.

15.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or data security.

15.5 Statute of Limitations

You agree that any claim or cause of action arising out of or related to the Service or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

16. Governing Law; Jurisdiction

These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. To the extent that arbitration is inapplicable or unenforceable, you consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York for the resolution of any disputes. You waive any objection based on inconvenient forum or lack of personal jurisdiction.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any Supplemental Terms and our Privacy Policy, constitute the entire agreement between you and the Company with respect to the Service and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral.

17.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions.

17.3 Waiver

No waiver by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

17.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of the Company. The Company may freely assign these Terms and its rights and obligations hereunder without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their successors, and permitted assigns.

17.5 Force Majeure

The Company shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, labor disputes, infrastructure failures, internet or telecommunications outages, or shortages of transportation, facilities, fuel, energy, labor, or materials.

17.6 Notices

All notices to the Company shall be sent to legal@xclsv.com. Notices to you will be sent to the email address associated with your account. Notice shall be deemed given when sent.

17.7 No Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights.

17.8 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

18. Contact Information

For questions regarding these Terms, please contact: