Terms of Purchase.

1. Scope of Services

Studio will create the custom music and related deliverables identified in the applicable proposal, order form, or statement of work ("Project Schedule").

The Project Schedule will specify:

• Creative objective and intended brand applications
• Number and approximate duration of musical deliverables
• Agreed file formats and versions
• Number of creative concepts and revision rounds
• Project fee and payment schedule
• Estimated production timeline
• Client approval requirements
• Intended commercial uses
• Any special licensing or distribution arrangements

Work not expressly included in the Project Schedule is outside the agreed scope and may require an additional fee and written approval.

2. Creative Process and Client Responsibilities

Client will provide accurate brand information, creative references, approved brand assets, necessary permissions, and timely feedback.

Client confirms that it has the necessary rights to any trademarks, logos, recordings, lyrics, voice samples, or other materials it supplies for incorporation into the project.

Client will designate one person authorized to approve creative direction and consolidate feedback.

Material changes requested after approval of the creative direction may require a revised quote or timeline.

3. Fees, Payments, and Delivery

The creative fee and payment schedule are stated in the Project Schedule.

Client's commercial license begins when Studio receives Client's first payment. If Client pays in installments and a scheduled payment fails and isn't resolved within 14 days, Studio may pause work and suspend the license until the account is current.

Studio will deliver the agreed final files when the creative process is complete. On a payment plan, final files are delivered on schedule as long as payments are current.

The parties will specify in the Project Schedule:

• Deposit and final-payment requirements
• Whether deposits are refundable
• Revision fees
• Project pauses and rescheduling
• Cancellation terms
• Refund treatment for work already completed

Any nonrefundable charges or cancellation fees must be disclosed before purchase and remain subject to applicable law.

First Listen Promise (Instant Recognition Atelier). Client's first track and Sonic Signature are delivered first. If, after their refinement, Client feels they do not fit Client's brand, Client may end the project by notifying Studio in writing within 7 days. Client then pays only for that first stage: Client's first installment, or $3,333.34 if Client paid in full, with the balance refunded or remaining installments cancelled. No license is granted in music from an ended project. Otherwise, payments are non-refundable once Client's intake is submitted and work begins.

4. Grant of Commercial Brand-Use License

Subject to full payment and the limitations of rights lawfully available to Studio, Studio grants Client a perpetual, worldwide, fully paid commercial license to use, reproduce, synchronize, publicly perform, communicate, and incorporate the delivered music into Client's own brand activities.

The authorized uses include:

• Organic social media content
• Paid social media advertisements
• Brand and promotional videos
• Websites and sales pages
• Online courses and educational programs
• Webinars, masterclasses, and recorded replays
• Livestreams
• Podcasts, including intros and outros
• Product and service launches
• Live events, retreats, and stage entrances
• Presentations, keynote appearances, and event trailers
• Internal business presentations
• Other applications expressly identified in the Project Schedule

Client may make reasonable technical and editorial adaptations necessary for these authorized uses, including trimming, fading, looping, changing volume, and synchronizing music with visual content.

Client may authorize its employees, contractors, editors, production companies, and marketing agencies to use the music solely on Client's behalf within the authorized scope.

Client is not required to pay Studio additional recurring music-license fees for these authorized uses.

This license does not eliminate applicable third-party platform rules, venue requirements, or permissions that Studio does not control.

5. Ownership and Reserved Rights

Except for rights expressly granted to Client, Studio retains all rights and interests it lawfully owns or controls in the delivered music.

No copyright assignment or work-made-for-hire arrangement is intended unless separately stated in a written agreement signed by both parties.

The parties acknowledge that certain AI-generated elements may not qualify for copyright protection under applicable law.

Studio does not claim ownership of Client's preexisting trademarks, brand identity, confidential information, or independently owned materials.

Client receives the contractual usage rights expressly described in this Agreement, whether or not every element of the delivered music qualifies for copyright protection.

6. Exclusive Brand-Use Commitment

Studio will not license the delivered recordings, the Sonic Signature, or any cut, loop or edit of them to any other company or personal brand for use in its business, marketing or brand identity.

This commitment does not prevent:

• A public streaming release, if Client chooses one under Section 7
• Public listening, saving or sharing of a released track through approved platforms
• Use by Client's authorized production partners
• Incidental similarities arising from independent music creation

Musical styles, genres and common chord progressions belong to everyone, and certain AI-assisted elements may not be legally exclusive. This commitment covers Client's delivered music, not a style or genre.

Any broader exclusivity, such as stems or alternate formats, can be added in the Project Schedule.

7. Optional Streaming Release

A public release is optional. Client's music is never released to streaming services, music libraries or other public platforms unless Client chooses a release and approves it in writing under Section 8.

If Client chooses a release, Studio handles distribution through its distributor, including setup, metadata, delivery and ongoing administration, at no extra cost to Client.

In exchange, Studio keeps 100% of the streaming and download payouts the distributor pays to Studio for that release. For brand music these payouts are usually modest (streaming services typically pay a fraction of a cent per play), and they have nothing to do with Client's own business income.

Client's creative fee covers Client's commercial brand-use license. It does not include a share of those payouts.

Instagram, Facebook and TikTok music libraries are a separate choice. Studio will only make a track available in those libraries if Client asks for it in writing, because a track in a public library can be used by anyone on that platform.

Studio does not acquire any interest in Client's unrelated business income, course sales, event ticket sales, coaching revenue, product revenue, or other commercial proceeds merely because Client uses the music.

The parties will separately document any publishing income, songwriter shares, neighboring rights, Content ID revenue, direct third-party licensing, or other categories not expressly covered here.

Studio will not authorize unrelated third-party commercial brand endorsements or advertising uses of Client-specific music, name, trademarks, or confidential brand materials without Client's written consent.

8. Release Approval and Brand Representation

Before the first public distribution of a Client-specific recording, Studio will obtain Client's written approval of the proposed release. Client may give that approval by completing Studio's Release Request form (chayennemallari.eden.so/form/release) or by email; either counts as written approval.

Approval will include, as applicable:

• Final track and version
• Public release date
• Track title
• Artist and contributor credits
• Cover artwork
• Client brand name and trademark references
• Distribution destinations
• Any proposed public-facing promotional material

Studio will not imply that Client endorses Studio or a third-party product beyond the scope of Client's written authorization.

Studio may not publish confidential or unreleased Client campaign information without permission.

The parties will agree on procedures for material metadata corrections, removal requests, and distribution-service changes.

9. YouTube, Content ID, and Platform Claims

Studio will not enroll Client-specific music in YouTube Content ID or an equivalent automated claiming program without first verifying eligibility and obtaining a separate written arrangement addressing Client's authorized channels and videos.

Any approved arrangement must identify:

• Which party administers claims
• Which channels or uses are exempt
• How authorized uses will be protected
• How mistaken claims will be disputed or released
• Who receives eligible claim revenue
• How conflicts and distributor limitations will be handled

Studio will use commercially reasonable efforts to resolve claims initiated through its own distribution arrangements against Client's authorized uses.

No guarantee is made that third-party platforms will never issue erroneous claims, block content, or alter their rules.

10. AI-Assisted Production and Third-Party Materials

Studio may use AI-assisted music creation, production, editing, and sound-design tools as part of its creative process, the way a producer uses software. Every creative decision is made by Studio.

Studio will use tools and materials consistent with the commercial permissions available for the particular project.

Studio will not knowingly incorporate unauthorized third-party recordings, samples, lyrics, or other protected materials.

Client acknowledges that:

• Commercial-use permission is not identical to copyright ownership.
• Copyright protection for AI-assisted material may depend on sufficient human authorship.
• Some distribution and rights-management programs may restrict AI-assisted music.
• Studio cannot guarantee copyright registration, Content ID acceptance, or absolute musical uniqueness.

Studio will disclose material third-party restrictions affecting the contracted uses when known.

Any additional clearance requirements or material limitations discovered before final delivery will be addressed by the parties in writing.

11. Client Restrictions

Client may not, without Studio's written permission:

• Sell or license the delivered music as a standalone music product
• Transfer the brand-use license to an unrelated third party, except as permitted in a business succession provision
• Represent itself as the exclusive copyright owner of rights it has not acquired
• Release or register the music with a distributor, music library or rights-collection service without Studio's written agreement
• Authorize another unrelated business to adopt the music as its signature brand anthem

These restrictions do not prevent ordinary permitted use in Client's own commercial content or by its authorized contractors.

12. Business Transfers and Continuity

Client's license transfers to a successor that acquires all or substantially all of Client's business, or the brand that uses the music, as long as Client tells Studio in writing.

If Studio closes or stops operating, Client's license continues, and Studio will provide Client with final copies of all delivered files.

Termination of Studio's distribution activity will not, by itself, terminate Client's fully paid, perpetual brand-use license.

13. Warranties and Limitations

Each party represents that it has authority to enter this Agreement.

Studio represents that it will not knowingly grant rights it does not possess or control.

Studio does not warrant a particular sales result, audience response, streaming income, copyright registration outcome, or guaranteed brand-recognition effect.

Each party is responsible for claims arising from the materials it supplied: for Client, the trademarks, recordings, lyrics, voice samples or other materials Client provides; for Studio, the materials Studio incorporates. Apart from those responsibilities, each party's total liability under this Agreement is limited to the fees Client paid for the project.

Nothing in this Agreement is intended to exclude rights or remedies that cannot lawfully be excluded.

14. Confidentiality and Portfolio Use

Studio will treat nonpublic Client business information, unreleased campaigns, and confidential creative materials as confidential.

Studio may identify Client publicly or display the commissioned music, logos, testimonials, or project materials in its portfolio only to the extent expressly authorized in writing.

Public streaming-release approval does not automatically constitute approval for a case study or testimonial.

15. Governing Law and Disputes

Governing Law: The laws of the State of California.

Dispute Resolution: Before any formal claim, the parties will try to resolve any dispute in good faith by email for 30 days. If it isn't resolved, it will be decided in the state or federal courts located in California.

Notices: hello@sonicidentityarchitect.com, or the email Client used to apply.

Acceptance: You accept these Terms by checking "I agree to the Terms of Purchase" in your application and completing payment. No separate signature is required.

16. Entire Agreement

This Agreement, together with the applicable Project Schedule and any written amendments, constitutes the parties' complete agreement concerning the commissioned music.

Changes to ownership, royalties, exclusivity, or licensed uses must be documented in writing.