Terms of Service & Platform Liability Release

1. Binding Clickwrap Acceptance, U.S.-Only Availability & Eligibility (18+)

VersePact is offered exclusively within the United States. By checking the acceptance box at registration, proposal creation, or collaboration acceptance (or by otherwise accessing or using VersePact), you affirm that you are at least eighteen (18) years of age, currently reside in the United States, have full legal capacity to enter binding contracts under applicable U.S. federal and state law, and agree to be bound by these Terms of Service ("Terms"). Access from outside the United States (including circumvention of geographic controls via VPN or proxy) is prohibited, and if you do not meet these eligibility requirements or agree to every provision of these Terms, you must not register for or use VersePact.

2. Neutral Technology Venue Only — Operator Is Never a Party

VersePact ("Platform", "we", "us", including its individual creator/operator) functions exclusively as a passive online directory, metadata matching tool, and messaging venue connecting songwriters/creators ("Composers") with studio or live performers ("Musicians"). Neither VersePact nor its operator is:

• A party, signatory, guarantor, or surety to any agreement, deal memo, or collaboration between users;
• A law firm, attorney, talent agency, employment agency, booking agent, manager, record label, music publisher, or escrow agent; or
• An employer, partner, or joint venturer of any Composer or Musician.

Users act solely as independent principals contracting directly with one another at their own risk. VersePact does not vet, background-check, endorse, or warrant the identity, skill, creditworthiness, copyright ownership, or performance of any user.

3. No Legal Advice & "AS-IS" Plain-English Starting Templates

Any built-in collaboration summaries or boilerplates (including Partnership, Sub-Contract / Work-for-Hire, and Hybrid summaries) are automated, non-lawyer informational starting templates provided strictly for convenience. They do not constitute legal advice, attorney-client communication, or a guarantee of enforceability or statutory "work made for hire" qualification under 17 U.S.C. § 101 or any state or foreign law. You are solely responsible for consulting an independent music or entertainment attorney to draft, review, or upload custom legal agreements suited to your project.

4. Off-Platform Payments, Royalties & Taxes

VersePact does not collect, hold, escrow, split, transmit, or guarantee any funds, flat fees, or royalties. Any financial settlement (e.g., via Zelle, Venmo, Google Pay, PayPal, wire, or distributor split sheets), Performing Rights Organization (PRO) registrations, sound recording/publishing administration, and tax reporting (including IRS Form W-9 / Form 1099 compliance) occur strictly off-platform between Composer and Musician. VersePact has zero responsibility for late payments, chargebacks, unpaid fees, or royalty accounting disputes.

5. Complete Release & Non-Involvement in Inter-User Disputes

You agree that VersePact and its individual operator will never be asked, obligated, or compelled to mediate, arbitrate, investigate, or resolve any dispute between a Composer and a Musician. In the event that you have a dispute, disagreement, or claim with one or more users (including, without limitation, non-payment, non-delivery of audio stems, creative disputes, credit omissions, copyright ownership claims, royalty calculation disputes, or defamatory reviews), you hereby irrevocably and unconditionally release, waive, and forever discharge VersePact and its individual operator, contributors, and affiliates from any and all claims, demands, causes of action, liabilities, costs, expenses, and damages (actual, consequential, statutory, or punitive) of every kind and nature, known and unknown, suspected and unsuspected, arising out of or in any way connected with such disputes. You expressly waive any protections under California Civil Code § 1542 (and any analogous state or federal statute or common-law doctrine) that would otherwise limit this release to claims known at the time of acceptance.

6. User Uploads, Copyright Warranty & DMCA Safe Harbor

You retain ownership of the original audio and documents you upload, and grant VersePact a limited, non-exclusive, royalty-free, revocable license solely to store, process (including automated metadata/vector matching), and display access to authorized collaboration participants on the Platform. You represent and warrant that you own or hold all necessary rights, licenses, and clearances in everything you upload, and that your uploads do not infringe any third-party copyright, trademark, right of publicity, or contract. VersePact respects intellectual property rights under the Digital Millennium Copyright Act (17 U.S.C. § 512) and reserves the right to remove allegedly infringing material and terminate repeat infringers without notice.

7. Indemnification & Hold Harmless

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless VersePact and its individual operator from and against any and all claims, lawsuits, subpoenas, losses, liabilities, judgments, settlements, and reasonable legal fees arising out of or relating to: (a) any collaboration, proposal, deal memo, or dispute between you and another user; (b) any audio, contract document, review, or message you submit; (c) your breach of these Terms or any representation herein; or (d) any tax, employment, union/guild, or royalty claim related to your music projects.

8. Disclaimer of Warranties ("AS IS" & "AS AVAILABLE")

THE PLATFORM, ALL AI MATCHING OUTPUTS, AND ALL BOILERPLATE TEMPLATES ARE PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, LEGAL ENFORCEABILITY, DATA RETENTION, OR NON-INFRINGEMENT.

9. Strict Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERSEPACT OR ITS INDIVIDUAL OPERATOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF ROYALTIES, REVENUE, PROFITS, DATA, MASTER RECORDINGS, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM OR ANY INTER-USER COLLABORATION. IN ALL EVENTS, THE TOTAL AGGREGATE LIABILITY OF VERSEPACT AND ITS INDIVIDUAL OPERATOR FOR ALL CLAIMS COMBINED SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU DIRECTLY TO VERSEPACT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) TEN U.S. DOLLARS ($10.00 USD).

10. Governing Law (New York), Individual Claims Only & Severability

These Terms and any claim between you and VersePact or its operator shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws rules. Before initiating any formal proceeding, you agree to give thirty (30) days' written notice and an opportunity to cure. Any permitted legal action must be brought exclusively in the state or federal courts (or small claims court) located in New York County, New York, and solely on an individual basis — you waive any right to bring or participate in any class, collective, or representative action. If any clause of these Terms is held unenforceable, that clause shall be reformed to the minimum extent necessary so the remaining protections stay in full force and effect.