Terms of Service

THIS AGREEMENT is by and between LABEL GRID, LLC (“LG”) with its headquarters in Denver, Colorado, United States of America and YOU ("YOU” or “MEMBER"). Once YOU register and subscribe, YOU are bound hereby, and may commence usage of LG’s services, wherever located, including those at labelgrid.com, subdomains of labelgrid.com, all associated websites, aggregation, accounting and distribution services, and LG’s web portal or LG Dashboard (collectively, the “Services”).

By registering and subscribing to our Services you represent that YOU are at least 18 years of age and have legal capacity to enter into this Agreement on behalf of yourself and, if applicable, any Subscribing Entity.

If YOU object to anything in this Agreement or the LG Privacy Policy, do not use the Services.

Incorporated herein by reference is our Privacy Policy located at https://labelgrid.com/privacy-policy

Where LG processes personal data on YOUR behalf in providing the Services, the LabelGrid Data Processing Agreement located at https://labelgrid.com/legal/dpa is incorporated herein by reference and forms part of this Agreement.

1. These Terms may be modified by LG from time to time. Except as provided in Sections 1(b) and 1(c), modifications shall be effective upon posting by LG on the LG website. By registering for or using the Services after that posting, YOU accept these modifications and agree to the terms, conditions and notices contained or referenced therein.
2. Re-Acceptance of Material Modifications. Where LG determines that a modification is material, LG will present the modified Terms to YOU for click-through re-acceptance at YOUR next login to the LG Dashboard, and LG will record the version of the Terms accepted, the timestamp of acceptance, and the IP address from which acceptance was given. Where re-acceptance has not yet been captured, YOUR continued use of the Services more than thirty (30) days after posting of the modified Terms constitutes YOUR acceptance of the modified Terms.
3. Negotiated Terms Prevail. No posted modification of these Terms shall amend, supersede, or override any term of an executed Advanced Services Addendum, Schedule A, order form, or other written agreement individually negotiated and executed between YOU and LG; each such instrument may be amended only in accordance with its own terms. In the event of any conflict, the order of precedence is: (i) the applicable Schedule A or order form; (ii) the Advanced Services Addendum; and (iii) these Terms.

1. “LG Dashboard” means LabelGrid’s web application, user interface, and related configuration tools used by YOU to upload, manage, configure, and instruct delivery of Your Content.
2. “Your Content” means any sound recordings, musical works (to the extent provided), audio files, metadata, artwork, and other materials that YOU upload, submit, provide, or otherwise make available to LG through the LG Dashboard or otherwise in connection with the Services.
3. “DSP” means any digital service provider, platform, application, website, API, or other service to which LG may deliver, make available, host, distribute, communicate, or otherwise exploit Your Content in connection with the Services.
4. “AI DSP” means any DSP that uses sound recordings, metadata, or other content for artificial intelligence or machine learning training, model development, synthetic media generation, or similar purposes.
5. “API Client” means a software integration, connector, or application (including LG-provided connectors that integrate with third-party services) that accesses, uses, or exchanges data with a third-party service or account (for example YouTube, SoundCloud, Bandcamp, Symphonic, or Promoly) through an application programming interface (API), solely to perform actions authorized by YOU through the LG Dashboard.
6. “AI Uses” means ingestion, storage, reproduction, encoding, analysis, training, development, testing, improvement, fingerprinting, watermarking, content recognition, and similar technical uses required by an AI DSP.
7. “AI-Generated Content” means any content (including audio recordings, stems, vocals, instrumentals, lyrics, metadata, artwork, images, videos, or other assets) that is wholly or partially generated, synthesized, modified, or enhanced using artificial intelligence, machine learning, or similar automated systems, including voice cloning, synthetic vocals, and generative visual creation.
8. “Verification Requirements” means any identity verification, KYC, KYB, sanctions screening, tax documentation, proof-of-rights documentation, or other compliance information that LG may request from YOU (and where applicable, from persons or entities on whose behalf YOU act) to comply with law, to comply with DSP/platform requirements, to manage risk, and/or to prevent infringement and Improper Activities.
9. “End Users” means any third party users, clients, artists, labels, or other persons or entities for whom YOU distribute, administer, upload, deliver, or otherwise manage content using the Services, including where YOU use the Services to provide distribution, aggregation, or similar services to third parties.

1. This Agreement will remain in full force and effect while YOU use the Services. YOU will subscribe to one of our current LG subscription plans, as listed on our official documentation site.
2. YOU may terminate membership and/or subscription at any time by contacting LG at [email protected] with a clear statement in writing that you unsubscribe or terminate and in such case YOU will not receive a refund of any paid subscription fees.
3. LG may terminate Your membership and/or subscription for any reason by sending notice to YOU at the email address YOU provide in Your application for membership, or such other email address as YOU may later provide to LG.
4. If LG terminates membership or subscription to the Services because YOU have breached this Agreement, YOU will not be entitled to any refund of unused subscription fees and any payment of royalties due. If Your breach is comprised of a claim by a third party against LG (e.g. by an artist, label, publisher, performer, songwriter, or DSP in a take-down notice or notice of infringement), or if LG reasonably suspects infringement, Improper Activities, or other violations, then LG in its sole discretion may withhold any and all royalties and other amounts otherwise payable to YOU (including across Your account, releases, artists, labels, and any related accounts under YOUR control) until the matter is resolved to LG’s satisfaction and may place such amounts in reserve and/or apply setoff in accordance with Section 8(i)–8(j). LG may use such unpaid royalties, in its sole discretion, to settle or pay any third party claim, chargeback, clawback, fine, penalty, fee, cost, or expense.
5. All terms herein that by their nature survive termination of this Agreement shall be deemed to survive such termination.
6. Without limiting LG’s other rights and remedies, LG may remove and/or withdraw Your Content, and/or otherwise suspend or terminate Your account and access to the Services if: (i) Your subscription has lapsed or expired for more than 60 days, without renewal; or (ii) YOU have failed to pay Your subscription fee.

Representations and Warranties. YOU hereby represent and warrant to LG as follows:

1. Your Content, and each and every part thereof, is an original work by YOU, or YOU have obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize LG to use, Your Content pursuant to these Terms of Service, including, without limitation, the right to upload, reproduce, store, transmit, distribute, aggregate, share, publicly display, publicly perform, make available and otherwise communicate to DSPs and the public Your Content, and each and every part thereof, on, through or via the Services and any third party DSPs.
2. Your Content and the availability thereof on the Services will not violate any contract you have with any third party, and does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers' rights, rights of privacy or publicity, or rights in confidential information.
3. YOU have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Services and via any third party DSPs.
4. Your Content, including any comments that YOU may post on the website or Services, is not and will not be unlawful, libelous, defamatory, racist, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.
5. Your Content does not and will not create any liability on the part of LG, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.
6. LG reserves the right to remove Your Content, suspend or terminate Your access to the Services and/or pursue all legal remedies if LG believes that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes on another person's rights or violates any law, rule or regulation.
7. If YOU are using the Services and/or accessing the LG websites on behalf of a company, entity, or organization (collectively, a “Subscribing Entity”), YOU represent and warrant that:
   1. YOU are an authorized representative of the Subscribing Entity, and that YOU have the authority to bind the Subscribing Entity to these Terms of Service;
   2. YOU have read and understand these Terms of Service; and
   3. YOU agree to these Terms of Service on behalf of the Subscribing Entity.
   4. YOU are using the Services in a commercial or professional capacity (including as a label, artist acting as a business, manager, distributor, or other rights administrator) and not for personal consumer use.
8. YOU must not copy or capture, or attempt to copy or capture, any content from the Services or LG websites or any part of the Services or LG websites, unless given express permission by LG.
9. YOU must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Services, except where such Content is Your Content.
10. AI DSP Rights. If YOU enable delivery to any AI DSP, YOU represent and warrant that YOU have obtained any and all necessary rights, licenses, consents, permissions and/or releases from any and all applicable rightsholders to authorize:
    1. delivery of Your Content to that AI DSP
    2. that AI DSP’s use of Your Content for artificial intelligence or machine learning training, model development, and related processing.
11. Verification Requirements; End Users. YOU represent and warrant that YOU will comply with Verification Requirements and will promptly provide any Verification Requirements requested by LG. If YOU use the Services to provide services to End Users, YOU represent and warrant that YOU will maintain commercially reasonable identity verification and rights-validation procedures for those End Users, and that YOU will be able to provide LG with documentation reasonably requested by LG to verify End Users’ identity, authority, and rights in Your Content. YOU remain fully responsible for all acts and omissions of End Users and for all content delivered through YOUR account. LG may require Verification Requirements at any time (including prior to delivery to any DSP) and may suspend deliveries, access, and/or payments until such Verification Requirements are satisfied.
12. AI-Generated Content Disclosure; Accuracy. YOU represent and warrant that all declarations, labels, and disclosures made by YOU in the LG Dashboard (including flags regarding AI-Generated Content, synthetic vocals, altered audio, or AI-generated visuals/artwork) are truthful, accurate, complete, and kept up to date. YOU acknowledge that certain DSPs, platforms, services, and/or AI DSPs may prohibit or restrict AI-Generated Content, and LG may reject, block, suspend, or prevent delivery of any content (or any element thereof) that is AI-Generated Content (or suspected to be), to any DSP where prohibited or restricted, and may require additional documentation or verification before delivery. Any failure to accurately disclose AI-Generated Content is a material breach of this Agreement.
13. Metadata; Credits; Covers; No Misleading Information. YOU represent and warrant that all metadata, credits, and other information that YOU submit, upload, or provide through the LG Dashboard or otherwise in connection with the Services (including artist names, contributor names, producer/writer credits, featured artists, label/imprint information, track and release titles, ISRC/UPC information, ownership and contributor splits, AI-Generated Content disclosures, and any related declarations) are truthful, accurate, complete, and not misleading, and that YOU will promptly update such information if it changes or if LG requests clarification. YOU will not submit fictitious, false, or misleading credits, contributor identities, or ownership information, including any information intended to confuse, misrepresent, or impersonate any person, artist, brand, label, rightsholder, or catalogue, or to evade DSP or platform policies. For any cover, adaptation, translation, remix, sample, interpolation, or other derivative or third-party content, YOU represent and warrant that YOU have obtained all necessary permissions, licenses, consents, and clearances (including for compositions and any third-party recordings and any associated artwork or visuals), and that the credits and metadata provided for such content are accurate and comply with applicable DSP, platform, or service requirements. Any breach of this subsection is a material breach of this Agreement.
14. AI Use Restrictions; No Impersonation; No Deceptive or Harmful Use. YOU agree not to use the Services to upload, distribute, monetize, or otherwise exploit any AI-Generated Content (or any other content) in a manner that is deceptive, misleading, unlawful, infringing, or intended to impersonate, misrepresent, imitate, or suggest affiliation with any person, artist, band, label, brand, rightsholder, catalogue, or public figure, including through the use of synthetic vocals, voice cloning, likeness replication, “sound-alike” performances, fake credits, misleading metadata, or deceptive artwork/visuals. YOU must not submit any content designed to confuse consumers or DSPs as to the identity of the artist, performers, contributors, or the origin of the content, or to evade DSP or platform policies (including policies relating to AI, synthetic media, spam, or fraud). YOU further agree not to use the Services to upload, distribute, or exploit AI-Generated Content that contains or is based on any third-party copyrighted material (including compositions, sound recordings, lyrics, samples, stems, or artwork) unless YOU have obtained all necessary rights, permissions, and clearances, and have accurately disclosed and credited such use in the metadata as required by LG and applicable DSP requirements. LG may, in its sole discretion, reject, suspend, block, remove, or disable delivery of any content (including AI-Generated Content) and may suspend or terminate YOUR account, and/or withhold payments and maintain reserves under Section 8, where LG reasonably believes there is a violation of this subsection or any applicable DSP policy.
15. AI Declarations. All declarations, disclosures, flags, and metadata YOU provide regarding AI-Generated Content — including whether any of Your Content is or contains AI-Generated Content, the nature and extent of any AI use, and any AI-usage or AI-disclosure fields required by LG or by any DSP — are and will remain accurate and complete, and YOU will promptly correct any declaration that becomes inaccurate or incomplete. If YOU enable an AI DSP in the LG Dashboard, YOU expressly consent to: (i) delivery of Your Content to that AI DSP; and (ii) that AI DSP's use of Your Content for artificial intelligence or machine learning training, model development, and related processing. YOU acknowledge that DSPs may reject, remove, block, demonetize, penalize, adjust, or take other enforcement action with respect to content on the basis of AI-content declarations or their inaccuracy or incompleteness; that any such action is a DSP action within Section 6(f); and that any resulting losses, claims, chargebacks, clawbacks, reversals, adjustments, penalties, fees, costs, or expenses are subject to LG's reserve, withholding, setoff, and recovery rights under Sections 8(i) through 8(l).

1. YOU shall retain copyright ownership rights over Your Content even after termination of this agreement.
2. YOU will provide to LG all documents and agreements (e.g. licenses, assignments, releases) YOU have with anyone who is a creator, performer, or producer of any part of Your Content including without limitation authors, writers, performers, composers, lyricists, editors, producers, arrangers, and mixers.
3. If YOU or another have applied to register or have registered a copyright of Your Content, then YOU will provide all such applications and registrations to LG and continue to update LG on any changes.
4. Distribution License to LG. YOU agree that by uploading Your Content to the LG Dashboard, YOU are granting a global, non-exclusive Distribution License to LG which allows LG to host, store, reproduce, encode, transcode, format, distribute, communicate, and otherwise process Your Content solely as necessary to provide the Services and to deliver Your Content (including associated metadata and artwork) only to the DSPs that YOU select, enable, and instruct through the LG Dashboard, including where YOU have enabled DSPs at record label level (which may cause such DSPs to appear as available DSPs for that record label and, based on YOUR settings, to be selected by default for new releases) and where YOU apply any release-level delivery selections or overrides made available in the LG Dashboard (including unselecting a DSP for a specific release). The Distribution License also includes the right for LG to collect all royalties or other compensation payable to LG on account of such deliveries and uses.
   Notwithstanding anything else in this Agreement, LG will not deliver Your Content to any AI DSP unless YOU have explicitly enabled that AI DSP in the LG Dashboard. For clarity, any account-level setting that automatically opts YOU into future DSPs does not apply to any AI DSP unless YOU separately and explicitly enable that AI DSP in the LG Dashboard. If YOU enable an AI DSP, YOU acknowledge and agree that Your Content delivered to that AI DSP may be used for AI Uses, subject to the applicable AI DSP terms and licensing framework.
5. YOU may have your own distribution agreements separately from LG, as long as they do not violate this Agreement with LG.

1. DSP Inserts. As part of the distribution license to LG, YOU may use the LG Dashboard to issue to LG DSP insert orders which indicate to LG that a specific product or item from Your Content shall be delivered to any DSP by LG for purposes determined by each individual DSP including the following without limitation: selling downloads, streaming, cataloging, fingerprinting, or other uses depending on the services that the DSP provides.
2. DSP Updates and Takedowns. YOU may use the LG Dashboard to issue a status update and/or takedown instructions to LG which indicate to LG that meta-data and/or files shall be updated on the DSP, or that the product or content shall be taken down from the DSP. LG will make every effort to enforce updates and take downs. In cases where updates or takedowns are not correctly applied, YOU agree to promptly inform LG of any concerns regarding missed DSP Updates or DSP Takedowns, after which additional actions will be taken to inform and force takedowns or updates on any given DSP. YOU acknowledge and agree that LG does not guarantee timing, acceptance, publication, update timing, takedown timing, or availability on any DSP, as these processes depend on DSP systems, policies, queues, and operational constraints outside of LG’s control.
3. DSP Limits. YOU recognize that all DSPs have limits on the number of products the DSP can ingest per day. YOU agree to get written clearance from LG before performing any bulk operations that exceed an upload of 50 or more products per day. LG may delay deliveries to specific DSPs at any time, without warning, in cases of maintenance, downtime, triage, or as needed to manage shared system resources.
4. Barcodes. YOU acknowledge that barcodes are provided at no charge for accounts holding small and medium- sized catalogues; larger catalogues will be required to provide their own barcodes.
5. AI DSP Delivery is Optional. AI DSP delivery is optional and disabled by default. YOU must explicitly enable each AI DSP at record label level in the LG Dashboard before that AI DSP will appear as available for delivery for that record label. If YOU enable an AI DSP, it may be selected by default for new releases created under that record label; however, YOU may unselect that AI DSP at release level and choose not to deliver a specific release to that AI DSP. If YOU disable an AI DSP, LG will stop future deliveries of Your Content to that AI DSP. YOU acknowledge that certain AI DSP uses (including AI Uses) may not be reversible immediately, and removal timing (if applicable) may be governed by the AI DSP’s policies and operational capabilities. For clarity, disabling an AI DSP will not require the AI DSP to delete, untrain, or otherwise remove any prior AI Uses of Your Content to the extent such uses occurred while the AI DSP was enabled, except as required by law or agreed by the AI DSP. LG has no obligation to procure deletion, untraining, model rollback, or other reversal of any use that occurred while an AI DSP was enabled, except to the extent LG is legally required to do so.
6. DSP Dependency; No Liability for DSP Actions. The Services depend on DSPs and other third-party platforms and services whose systems, policies, decisions, and operations are outside LG's control. Without limiting Sections 6(b), 8, 14, or 24, LG shall have no liability to YOU or to any third party for any act or omission of any DSP or other platform, including without limitation: (i) rejection, removal, blocking, or refusal of any content or release, in whole or in part; (ii) DSP policy, guideline, or requirement changes, or the enforcement or interpretation thereof; (iii) termination, suspension, restriction, or limitation of any account, catalog, release, artist profile, or content on any DSP; (iv) exclusion from, demotion within, or non-inclusion in any algorithmic, editorial, playlist, chart, search, or recommendation system or feature; (v) payment failures, non-payments, underpayments, adjustments, recalculations, reversals, clawbacks, or reporting errors or delays by any DSP; and (vi) ingestion, publication, update, or takedown delays. YOUR sole recourse with respect to any such DSP act or omission is against the applicable DSP, subject to that DSP's own terms; LG will, where practicable, reasonably cooperate in communicating YOUR concerns to the DSP as described in Section 6(b), and such cooperation is not an assumption of liability.

LG does not disclose or share data accessed via API Clients with third parties except:

1. with the applicable third-party service or provider that the API Client connects to,
2. as necessary to perform actions authorized by YOU through the LG Dashboard and the configuration of Your account settings
3. as required by law.

LG may utilize data acquired via the API Clients to upload content and transfer data to the third-party services made available by the API Client, capture metadata about content uploaded via the API Client, and perform specific functions at the direction of the Member or based on the configuration of the Member’s account settings.

1. YouTube API Client. LG shall provide access to a YouTube API Client for the purpose of uploading content (including audio and video content) to Member's YouTube account or YouTube accounts to which Member has administrative permissions. Member acknowledges that, by using LG’s YouTube API Client, Member is agreeing to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms). Members can revoke LG's use of the YouTube API Client to access to their data via the Google security settings page at https://security.google.com/settings/security/permissions.
2. SoundCloud API Client. LG shall provide access to a SoundCloud API Client for the purpose of uploading audio content (and related metadata) to Member's SoundCloud account or SoundCloud accounts to which Member has administrative permissions. Member acknowledges that, by using LG’s SoundCloud API Client, Member is agreeing to be bound by the SoundCloud Terms of Use (https://soundcloud.com/terms-of-use).
3. Bandcamp API Client. LG shall provide access to a Bandcamp API Client for the purpose of uploading audio content (and related metadata) to Member's Bandcamp account or Bandcamp accounts to which Member has administrative permissions. Member acknowledges that, by using LG’s Bandcamp API Client, Member is agreeing to be bound by the Bandcamp Terms of Use (https://bandcamp.com/terms_of_use).
4. Symphonic API Client. LG shall provide access to a Symphonic API Client for the purpose of uploading content and related metadata to Member’s Symphonic account or Symphonic accounts to which Member has administrative permissions. Member acknowledges that, by using LG’s Symphonic API Client, Member is agreeing to be bound by the Symphonic Terms and Conditions (https://symphonicdistribution.com/terms/).
5. Promoly API Client. LG shall provide access to a Promoly API Client for the purpose of uploading content (including audio and promotional assets) to Member's Promoly account or Promoly accounts to which Member has administrative permissions. Member acknowledges that, by using LG’s Promoly API Client, Member is agreeing to be bound by the Promoly Terms of Service (https://promo.ly/terms-conditions/).
6. LG API Client. Member may be provided with credentials and/or an SDK for the purpose of programmatic access to Member's data, tools, and resources inside LG. Member acknowledges that, by using LG's API Client, Member is agreeing to be bound by these Terms of Service.

1. Payment. LG shall pay to YOU, all royalty amounts due based on the periodic royalty statements and reports LG makes available to YOU through the LG Dashboard (the “Statements”) as outlined in this document, minus fees as outlined in this document. Payments shall never exceed the amount received by LG from the DSPs despite the gross revenue collected by the DSP.
2. YOU must provide to LG an accurate W9 or W8 (foreigners) and any other documents required by LG to verify identity before any payments shall be made.
3. LG may withhold any and all amounts required by US law including taxes and LG shall only make payments of amounts after satisfaction of all of the above.
4. All Statements and royalty payments are calculated and paid in United States Dollars (USD) unless LG notifies YOU otherwise. In some cases LG will adjust (with a deduction) for exchange rates and make any deductions and shall deduct for transaction fees including costs of wire or bank transfers. LG is also entitled to make deductions in respect of any losses, fines, costs, and other related fees arising from Your Improper Activities (as defined below).
5. Payments; Timing. LG will generally process royalty payments to YOU on a monthly basis. Royalty reporting and payment timing is subject to (i) LG’s receipt of funds and final, settled reporting from DSPs and other third parties, (ii) processing time, validation, fraud and compliance reviews, and (iii) any reserves, withholdings, deductions, offsets, chargebacks, clawbacks, reversals, refunds, or other adjustments permitted under this Agreement. Accordingly, there may be a delay between DSP activity and payment to YOU. LG may delay or suspend payments where required by law, where LG reasonably suspects Improper Activities or infringement, where there is a dispute or claim, where a negative balance exists, or where amounts are held in reserve under Section 8(i). LG may require a minimum payout threshold (as displayed in the LG Dashboard or otherwise notified to YOU), and may carry forward balances below that threshold to a subsequent payment cycle. LG may also delay, carry forward, or reattempt payments where YOUR payment details are missing, incomplete, incorrect, unsupported, or cannot be verified, where a payment attempt fails or is rejected by any bank or payment processor, or where YOU have not provided information reasonably requested by LG to process payment or comply with applicable law (including tax, identity verification, or similar compliance requirements).
6. YOU shall be solely responsible for paying any amounts due to anyone who is a creator, performer, or producer of any part of Your Content including without limitation authors, writers, performers, composers, lyricists, publishers, editors, producers, arrangers, and mixers. YOU will indemnify LG from any claim for monies made by any third party relating to any of Your Content.
7. Accounting Fees. LG shall impose accounting fees in a range between 0-20% of net payable revenue paid to LG by the DSPs, dependent on the subscription plan to which YOU subscribed.
8. LG may suspend any payments payable to YOU under these Terms of Service if: (a) LG believes that plays of Your Content (including through DSPs) result from fraudulent or suspicious activity or artificial means (including manual manipulation, bots or other automated methods); or (b) LG or a DSP partner believes that Your Content or activity relating to Your Content breaches the policies, content guidelines and/or terms of LG or its DSP partners (together, the “Improper Activities”). LG shall have no obligation to pay to YOU any sums that it believes derive or were generated from Improper Activities.
9. Reserve; Withholding; Setoff. LG may withhold, place in reserve, and/or set off any royalties or other amounts otherwise payable to YOU (including amounts due for any release, artist, label, or account under YOUR control) to cover any actual or potential losses, claims, chargebacks, clawbacks, reversals, refunds, penalties, fees, taxes, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) alleged or actual infringement or other rights disputes; (ii) any Improper Activities; (iii) any DSP, platform, or service investigation, takedown, or enforcement action; (iv) any adjustment, reversal, or non-payment by any DSP; or (v) YOUR breach of this Agreement. Any reserve may be held for as long as LG reasonably determines is necessary to address the applicable risk, including after termination of this Agreement, and for the avoidance of doubt may remain in place indefinitely where a claim, investigation, dispute, enforcement action, or risk of chargeback/clawback or liability remains unresolved or ongoing.
10. Chargebacks; Negative Balances; Recovery. If any DSP, platform, payment processor, or other party reverses, claws back, offsets, or otherwise requires repayment of any amounts previously credited or paid in connection with Your Content, LG may (in its discretion) (i) deduct such amounts from current or future royalties payable to YOU, (ii) apply amounts held in reserve, and/or (iii) issue a debit to YOUR account. If such deductions result in a negative balance, YOU agree to promptly pay LG the outstanding amount upon request. Any such amount is immediately due and payable upon demand, and YOU shall reimburse LG for reasonable costs of collection (including attorneys’ fees) to the extent permitted by law. LG may suspend payments and/or services until any negative balance is cured. LG may continue to withhold or maintain reserves and may continue to apply setoff and/or recovery actions until the applicable matter is fully resolved to LG’s satisfaction, including where the matter remains unresolved for an extended or indefinite period.
11. No Escrow; No Fiduciary Relationship. All royalties and other amounts collected by LG are received by LG for administration and payout in accordance with this Agreement and are not held in escrow or trust for YOU. LG is not a fiduciary and does not assume any fiduciary duty to YOU with respect to any funds. Nothing in this Agreement requires LG to segregate funds.
12. Pass-Through Fees; Claims Administration Costs. Without limiting LG’s rights under Sections 8(d)–8(j), YOU agree that LG may deduct from amounts otherwise payable to YOU (and/or invoice YOU, and/or create or increase a negative balance under Section 8(j)) for any third-party fees, costs, penalties, assessments, fines, administrative charges, chargeback fees, dispute fees, refund fees, clawback amounts, legal process costs, and similar amounts imposed on LG (or withheld from LG) by any DSP, platform, service, payment processor, bank, or other third party, in each case to the extent arising out of or relating to Your Content, Your account, or any allegation of infringement, policy violation, Improper Activities, or other breach. This includes amounts arising from or required by LG’s agreements or arrangements with any DSP, platform, service, aggregator, licensor, rights administrator, or other intermediary involved in the exploitation, reporting, enforcement, or monetization of Your Content. LG may also charge and deduct reasonable internal administrative and processing costs (including for investigation, evidence collection, reporting, takedown handling, dispute handling, and enforcement support) associated with any such matter.
13. Single Payee; No Split Payments. LG will make payments only to the payout recipient associated with YOUR account (as configured in the LG Dashboard) and will not be responsible for splitting payments among multiple recipients, labels, sub-labels, artists, or other third parties. YOU are solely responsible for allocating and paying any amounts owed to any third party, including any End Users, artists, labels, contributors, or rightsholders, and for maintaining any accounting records required for such allocations. LG may, but is not obligated to, offer optional split-payment or multi-recipient payout features in the future; any such feature may be subject to additional fees, Verification Requirements, configuration requirements, and additional terms communicated by LG. LG does not accept, and shall have no obligation to review, honor, or act on, letters of direction, income assignments, split-payment requests, or any other third-party payment instruction, and LG pays solely the verified payout recipient (account holder) associated with YOUR account.

1. LG requires that YOU respect the intellectual property rights of others. LG prohibits the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.
2. LG requires that YOU respect the intellectual property of LG. All materials available through LG, including (but not limited to) the name LG and our logos, images, text, illustrations, audio and video files are protected by copyrights, trademarks, service marks, or other rights which are owned by or licensed to LG or the respective third-party owner of such intellectual property. YOU agree not to copy, reproduce, duplicate, display, or otherwise distribute these materials without our written permission.
3. YOU are responsible for videos, photos, audio, text, graphics, or other data YOU transmit on or through the Services or through any method of communication made available thereon, and YOU agree to comply with all applicable laws, rules and regulations, including the Digital Millennium Copyright Act (DMCA).
4. LG reserves the right to block or terminate Your Account, at LG's sole discretion and without notice or liability to YOU, if YOU transmit any content alleged to infringe the intellectual property rights of a third party.
5. LG has adopted the following policy concerning copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”), as codified in 17 U.S.C §512. The contact information for our designated agent to receive notification of claimed copyright or intellectual property infringement (“Copyright Agent”) is listed in this provision below. If YOU believe in good faith Your work has been copied in a way that constitutes copyright infringement, or that Your intellectual property rights have been otherwise violated, by LG, please provide the follow to LG’s Agent:
   • Information reasonably sufficient for LG to contact YOU: name, address, phone and e- mail address (if available);
     • A description of the copyrighted work or intellectual property that YOU claim has been infringed, or if multiple works, a listing of such works;
     • Information reasonably sufficient to permit LG to locate Your work;
     • A statement, made by YOU, that YOU have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent or the law;
     • A statement by YOU, made under penalty of perjury, that the information in Your notice is accurate and that YOU are the copyright owner, or authorized to act on the copyright owner’s behalf;
     • A physical or electronic signature of the copyright owner, or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
6. Upon receiving a proper notification of alleged copyright infringement as described above, if deemed appropriate upon investigation, LG will remove or disable access to the allegedly infringing content and promptly notify the alleged infringer of Your claim. Please submit Your statement to LG by email as set forth below: email: [email protected].
7. Illegal and/or unauthorized uses of the Services or LG websites include, but are not limited to, browsing or downloading illegal content, collecting usernames and/or email addresses by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Services or LG websites, sharing or disclosing Your username or password to any third party or permitting any third party to access Your account, attempting to impersonate another user or person, use of the Services or LG websites in any fraudulent or misleading manner. Any unauthorized automated use of the system, such as scraping the LG websites, automated scripts, spiders, robots, crawlers, data mining tools or the like, interfering with, disrupting, or creating an undue burden on the LG websites or the networks or Services connected to the LG websites, any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which will or might overburden, impair or disrupt the LG websites or servers or networks forming part of, or connected to, the LG websites, or which does or might restrict or inhibit any other user's use and enjoyment of the LG websites; and using the LG websites in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the LG websites may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress.
8. Any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation are prohibited.
9. YOU must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
10. YOU must not rent, sell or lease access to the Services or LG websites, or any Content on the Services or LG websites, although this will not prevent YOU from including links from Your Content to any legitimate online download store from where any item of Your Content may be purchased.
11. YOU must not deliberately impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
12. YOU must not stalk, exploit, threaten, abuse or otherwise harass another user, or any LG employee.
13. YOU must not sell or transfer, or offer to sell or transfer, any LG account to any third party without the prior written approval of LG.
14. YOU must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
15. YOU must not violate, circumvent or attempt to violate or circumvent any data security measures employed by LG or any uploader; access or attempt to access data or materials which are not intended for Your use; log into, or attempt to log into, a server or account which YOU are not authorized to access; attempt to scan or test the vulnerability of LG’s servers, system or network or attempt to breach LG’s data security or authentication procedures; attempt to interfere with the LG websites or the Services by any means including, without limitation, hacking LG’s servers or systems, submitting a virus, overloading, mail-bombing or crashing.

YOU hereby acknowledge and agree that YOU are solely responsible for all of Your Content that YOU upload, post or distribute to, on or through the Services, and to the extent permissible by law, LG excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto. YOU acknowledge and agree that LG may, but is not obligated to, review, screen or assess Content created or uploaded by its users, by automated or manual means. Any such review is performed solely for LG’s own purposes, does not constitute approval or endorsement of any Content, and does not create any obligation or duty on LG’s part. Neither LG nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the websites or Services for Content that is inaccurate or inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Service or applicable law. LG and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Services by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Services. By using the Services or websites, YOU irrevocably waive the right to assert any claim with respect to any of the foregoing against LG or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

LG will suspend or terminate Your access to the Services if LG determines, in its sole discretion, that YOU have breached these Terms of Service, if LG receives a DMCA notification or other notification from a third party (directly or from a DSP) that Your Content infringes the copyright, or other rights of a third party, or if LG believes that Your behavior is inappropriate, or constitutes an Improper Activity, or that YOU fail to comply with any of our requirements.

In order to protect the integrity of the Services, LG reserves the right at any time in its sole discretion to block YOU from certain IP addresses from accessing the Services and websites.

YOU are responsible for maintaining the confidentiality of the username and password that YOU designate during the LG registration process, and YOU are fully responsible for all activities that occur under Your username and password. YOU agree to (a) immediately notify LG of any unauthorized use of Your username or password or any other breach of security, and (b) ensure that YOU exit from Your account at the end of each session. LG will not be liable for any loss or damage arising from Your failure to comply with these provisions. YOU should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other personal information. If YOU share Your computer with others, YOU may wish to consider disabling Your auto-login feature if YOU have it linked to Your LG account.

1. Exclusion of Damages. To the fullest extent permitted by law, in no event shall LG be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to YOUR usage of the LG websites or LG's Services. Without limiting the foregoing, and to the fullest extent permitted by law, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost business opportunities, or loss of goodwill, however caused and regardless of the theory of liability (contract, tort, negligence, strict liability, statute, or otherwise), even if advised of the possibility of such damages; provided that this mutual exclusion does not limit YOUR indemnification obligations under Section 15 or YOUR payment, reimbursement, and repayment obligations under Sections 3 and 8. Nothing contained in the LG websites or the Services, or in any written or oral communications from LG or its employees or agents, shall be construed as creating any warranty or representation not expressly stated in this Agreement.
2. The content and functionality on the LG websites and the Services provided by employees of the LG websites are offered "as is" without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
3. LG makes no warranties, express or implied, that the functionality of the LG websites will be uninterrupted or error-free or free from virus or third party attack. YOU hereby acknowledge that Your use of the LG websites and the Services is at Your sole risk.
4. Aggregate Cap. To the fullest extent permitted by law, the total aggregate liability of LG and its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers, and shareholders, and the sole remedy available to YOU, for any and all claims, damages, and causes of action in any way arising out of or relating to this Agreement, the LG websites, or the Services — regardless of the form of action or theory of liability, whether in contract, tort (including negligence), strict liability, statute, or otherwise — shall be limited to monetary damages that in the aggregate may not exceed the greater of (i) $500.00 USD or (ii) the sum of the amounts paid by YOU to LG during the six (6) months immediately preceding the date on which YOU first gave notice to LG of the claim for which the remedy is sought. This cap applies in the aggregate to all claims collectively and is not enlarged by the existence of more than one claim, and it applies notwithstanding the failure of the essential purpose of any limited remedy and whether or not any exclusion in this Section 14 is held unenforceable. Nothing in this Section 14 limits LG's obligation to pay YOU royalty amounts actually received by LG and payable to YOU under Section 8, net of the fees, reserves, withholdings, setoffs, and adjustments permitted by this Agreement.

YOU agree to indemnify and hold LG, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney fees, arising out of or related to:

1. Your use of the Services and/or LG websites in violation of this Agreement and/or arising from a breach of this Agreement including without limitation Your representations and warranties set forth above;
2. any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the licensing of Your Content, the hosting of Your Content on any DSP or LG websites, and/or Your making available thereof to other users of the Services or LG websites, and/or the actual use of Your Content by other users of the LG websites or related Services, in each case in accordance with these Terms of Service and the parameters, selections, enablements, defaults, and instructions set by YOU through the LG Dashboard (including any AI Uses by any AI DSP that YOU enable), including any amounts withheld from LG or imposed on LG, and any chargebacks, clawbacks, reversals, refunds, penalties, fees, costs, and enforcement actions, in each case as described under Section 8(i)–8(l);
3. any activity related to Your account, either by YOU or by any other person accessing Your account with or without Your consent unless such activity was caused by the act of LG;
4. any Improper Activities;
5. any content, materials, metadata, or data of or relating to any End User (as defined in Section 2(i)) that is uploaded, submitted, delivered, or otherwise made available to LG or to any DSP through YOUR account, YOUR credentials, or any API Client or API integration operating under YOUR account, including any claim by an End User, or by any third party in respect of any End User's content, and any claim arising out of YOUR relationship with, or YOUR obligations to, any End User; and
6. any claim, penalty, fine, enforcement action, takedown, chargeback, clawback, adjustment, loss, cost, or expense arising from any false, inaccurate, or incomplete declaration, disclosure, flag, or metadata regarding AI-Generated Content made by YOU or submitted through YOUR account or any API integration (Section 4(o)).

1. As a condition of using the LG websites and/or Services, YOU agree that any and all disputes, claims and causes of action (collectively, "Claim") arising out of or connected with this AGREEMENT, the LG websites and/or Services, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any competent state federal or foreign court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association in Denver, Colorado (unless mutually agreed to be elsewhere at that time), before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by AAA. Arbitration fees and costs shall be allocated by the arbitrator in accordance with the applicable AAA rules, provided that LG will pay the AAA filing fee and arbitrator compensation in excess of the amount YOU would pay to file the Claim in a court of competent jurisdiction, unless the arbitrator determines the Claim is frivolous or brought for an improper purpose. Each party shall bear its own attorneys’ fees and costs, except that the arbitrator may award attorneys’ fees and costs to the extent authorized by applicable law.
2. Small Claims. Notwithstanding Section 16(a), either party may bring an individual Claim in small claims court in a court whose jurisdictional requirements the Claim satisfies, so long as the Claim remains an individual claim and is not brought on a class, collective, consolidated, or representative basis. A valid election under this Section 16(b) displaces Section 16(a)'s exclusive-arbitration and locale requirements for that Claim while it remains in that court; if the Claim is transferred or removed out of that court or ceases to qualify for its jurisdiction, Section 16(a) resumes as to that Claim.
3. Coordinated Filings. If demands for arbitration raising similar Claims are filed against either party by or with the coordination or assistance of the same or coordinated counsel or organizations, in a number meeting the threshold at which the AAA's Mass Arbitration Supplementary Rules (or successor rules) apply by their own terms, those rules and the AAA's then-current fee schedule applicable to such filings shall apply to all such demands, in addition to the rules specified in Section 16(a). The applicable statutes of limitations, and the contractual limitation period in Section 22, are tolled for each such demand from the date it is filed with the AAA until the earliest of: (i) the date the AAA's administrative processes under those rules permit that demand to proceed; (ii) the date the demand is withdrawn; and (iii) thirty (30) days after the AAA finally closes or declines to administer the demand.
4. Severability of this Section. If any provision of this Section 16 is held unenforceable, the remainder of this Section 16 remains in effect; provided that if the waiver of class, collective, consolidated, or representative proceedings in Section 16(a) is held unenforceable as to a Claim, this Section 16 is void as to that Claim.

YOU agree that there shall be no third party beneficiaries to this Agreement.

If YOU access LG website, or our Services from outside of the United States, YOU do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction. If YOU access the LG websites or Services from outside of the United States, YOU acknowledge that any personal information YOU provide will be processed in the United States and YOU hereby consent to the collection and processing of Your personal information in a manner consistent with all applicable laws.

This Agreement, together with the documents incorporated herein by reference and any executed instrument described in Section 1(c), contains the entire agreement between YOU and LG regarding the use of the LG websites and/or the Services.

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, LG’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect LG’s ability to enforce such term at any point in the future.

1. This Agreement and any Claim not subject to arbitration shall be governed by and construed in accordance with the laws of the State of Colorado, United States of America, without regard to conflict of law principles.
2. Governing Language. This Agreement, and every agreement, addendum, order form, schedule, policy, notice, statement, and communication between YOU and LG (including the Privacy Policy and any support or service communication), is drafted in the English language, and the English-language version is the sole authoritative and binding text. Any translation into another language is provided for convenience only, has no legal effect, and shall not be used to interpret, vary, supplement, or contradict the English-language version; in the event of any conflict or inconsistency, the English-language version controls.

To the fullest extent permitted by law, any Claim must be brought within one (1) year after the event giving rise to the Claim occurred; otherwise, the Claim is permanently barred. For clarity, this limitation period does not apply to (i) LG’s rights to withhold, reserve, set off, debit, or recover amounts under Section 3 and Section 8 (including Sections 8(i)–8(l)), (ii) any claim by LG for unpaid fees, negative balances, reimbursements, chargebacks, clawbacks, reversals, indemnification, or breach, or (iii) claims involving fraud or willful misconduct.

LG may assign this Agreement, in whole or in part, without restriction, including to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets. YOU may not assign or transfer this Agreement without LG’s prior written consent, and any attempted assignment in violation of this Section is void.

LG shall not be liable for any delay or failure to perform resulting from causes outside LG’s reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, power or internet failures, failures of hosting providers, failures of DSPs or third-party APIs, or other events beyond LG’s reasonable control.

LG may make available features, products, tools, integrations, DSP connections, or services identified as beta, pilot, early access, preview, labs, or experimental, or otherwise made available prior to general release (collectively, "Beta Features"). Beta Features are provided strictly "AS IS" and "AS AVAILABLE," without warranty of any kind, express or implied. Beta Features are excluded from any service level commitment, uptime commitment, support commitment, and service-credit eligibility under this Agreement and under any other agreement between YOU and LG, and LG may modify, limit, suspend, or withdraw any Beta Feature, in whole or in part, at any time, with or without notice, without liability to YOU or to any third party. Any fees paid for a Beta Feature or beta add-on are paid solely for access during such period as LG elects to make that Beta Feature available and confer no right to continued availability, general release, or any particular functionality or performance. Subject to Section 14, if LG withdraws a paid Beta Feature before the end of a period for which YOU have prepaid, LG may, in its sole discretion, credit the pro-rata unused portion of the prepaid fees for that Beta Feature to YOUR account, and any such credit shall be YOUR sole and exclusive remedy in connection with the modification, suspension, or withdrawal of any Beta Feature.

1. Business days. Any period that LG states in business days, whether in these Terms, in the LG documentation, or in any review, support or other service commitment, counts LG’s working days only. LG’s working days are Monday to Friday, excluding (i) official public holidays observed in the United States or in any European country where LG’s support or operations staff are based, and (ii) any office closure that LG announces at least fourteen (14) days in advance. Both are listed on LG’s Holidays and Office Closures page.
2. Holidays and Office Closures page. LG publishes its current list of holidays and announced closures at labelgrid.com/legal/holidays/ and updates it at least once a year. Publication on that page is sufficient notice. LG may also send reminders by email or in the LG Dashboard, but is not required to.
3. Effect on service periods. A review, support or other service period stated in business days does not run on a holiday or during an announced closure. It resumes on LG’s next working day. LG may provide reduced support during those days.
4. DSP timing. Delivery to DSPs and the time a release takes to go live depend on each DSP’s own schedule and processing. Many DSPs slow their processing and their own support around holidays. LG is not responsible for delays caused by a DSP.
5. Submission deadlines. LG may publish recommended submission deadlines for releases dated in or near a holiday or announced closure. A release submitted after the published deadline may not be live by its scheduled release date.
6. Negotiated terms. This Section does not amend any executed Advanced Services Addendum, Schedule A or order form (see Section 1(c)). Where such an instrument defines business days or measures its own service levels, that instrument’s terms apply.