SourceAudio Branded Workspace Terms and Conditions

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• Last updated: September 2026
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About These Terms

These Branded Workspace Terms and Conditions (the "Workspace Terms") govern the creation, purchase, administration, and use of a branded workspace or other client-configured service (each, a "Branded Workspace") provided by SourceAudio Holdings LLC ("SourceAudio", "we", "us", or "our") to the company, organization, or other legal entity that creates, purchases, administers, or uses the Branded Workspace (the "Client", "you", or "your").

By creating, purchasing, administering, renewing, or continuing to use a Branded Workspace, or by accepting an order form, proposal, statement of work, online order, or other ordering document that references these Workspace Terms, Client agrees to these Workspace Terms. If an individual accepts these Workspace Terms on behalf of an entity, that individual represents that they have authority to bind that entity.

These Workspace Terms supplement the SourceAudio Terms and Conditions, which continue to apply to individuals who use the Platform. If there is a conflict between these Workspace Terms and the general Terms and Conditions with respect to Client's operation or administration of a Branded Workspace, these Workspace Terms control.

SourceAudio's handling of Personal Information is described in the SourceAudio Privacy Policy. The contractual data-protection obligations between SourceAudio and Client are set out below.

1. Definitions

"Platform" means SourceAudio's hosted music search, distribution, licensing, content-management, delivery, monetization, account, and related technology services.

"Client Content" means music, recordings, artwork, metadata, text, images, documents, files, and other content or material submitted, uploaded, configured, or made available by or on behalf of Client through the Platform.

"Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or may reasonably be linked to an identified or identifiable individual, and includes "personal data" and similar terms used by applicable Data Protection Law.

"Data Protection Law" means privacy, data-protection, and data-security laws applicable to the relevant processing, including, where applicable, the EU General Data Protection Regulation ("GDPR"), the UK GDPR and Data Protection Act 2018, the Swiss Federal Act on Data Protection, and the California Consumer Privacy Act as amended by the California Privacy Rights Act (collectively, the "CCPA").

"Order" means an order form, proposal, statement of work, invoice, online ordering process, or other commercial document describing Services purchased by Client.

2. Services

SourceAudio provides hosted technology through which Client may configure and make available one or more Branded Workspaces and may select features, services, storage, usage levels, integrations, commerce functionality, and other capabilities offered by SourceAudio from time to time (the "Services").

The specific Services, fees, usage limits, subscription term, and other commercial terms applicable to Client may be described in an Order. Each Order is incorporated into these Workspace Terms.

SourceAudio may improve, modify, replace, or discontinue features of the Platform from time to time. SourceAudio will not materially reduce the core functionality of a paid Service during a then-current committed subscription term without reasonable notice, except where reasonably necessary for security, legal compliance, third-party service changes, or circumstances outside SourceAudio's reasonable control.

3. Client Accounts and Administrators

Client is responsible for identifying the individuals authorized to administer its Branded Workspace and for maintaining appropriate control over administrative credentials. Client is responsible for activities performed through its administrative accounts except to the extent resulting from SourceAudio's breach of these Workspace Terms.

Client will:

• provide accurate account, administrative, and billing information;
• maintain reasonable security over administrative credentials;
• promptly notify SourceAudio of suspected unauthorized access to an administrative account;
• ensure that its employees, contractors, and other authorized administrators comply with these Workspace Terms; and
• use the Services only in accordance with applicable law, the applicable Order, and SourceAudio documentation and usage restrictions.

4. Fees, Billing, and Taxes

Client will pay the fees specified in the applicable Order or otherwise established for the Services. Unless an Order states otherwise, recurring fees are billed in advance and usage-based or transactional fees may be billed in arrears.

Client is responsible for applicable sales, use, value-added, withholding, or similar taxes arising from its purchase of the Services, excluding taxes based on SourceAudio's net income. Amounts not paid when due may be subject to reasonable late charges and collection costs to the extent permitted by law. SourceAudio may suspend paid Services for materially overdue undisputed amounts after reasonable notice and an opportunity to cure.

5. Annual Price Adjustment

Unless an applicable Order expressly provides otherwise, recurring fees for the Services will ordinarily increase by five percent (5%) effective January 1 of each calendar year. SourceAudio will provide Client with at least one month's prior notice of the annual increase.

SourceAudio may also make other pricing changes from time to time upon at least thirty (30) days' prior notice to Client. Any such separately noticed pricing change is distinct from the regular annual adjustment described above.

The annual adjustment applies to recurring fees then in effect and does not prevent the parties from separately agreeing to changes in Services, usage levels, features, or pricing. Pricing for newly added Services, increased usage, additional storage, additional seats, optional programs, or other changes requested by Client may be established separately.

6. Optional Programs and Additional Terms

SourceAudio may offer optional programs, products, monetization services, integrations, promotional programs, artificial-intelligence features, content-identification services, distribution services, collection services, or other additional offerings. Participation may be subject to additional terms, eligibility requirements, revenue-sharing arrangements, pricing, policies, or program-specific agreements.

If Client elects to participate in an optional program, the applicable additional terms supplement these Workspace Terms and control with respect to that program in the event of a conflict.

7. Subscription Term, Renewal, and Cancellation

The initial subscription term will be stated in the applicable Order or purchasing process. Unless otherwise stated in an Order, recurring Services continue until terminated in accordance with the applicable subscription or cancellation terms.

Termination of one Service or Branded Workspace does not necessarily terminate other Services purchased by Client. Amounts incurred before the effective date of termination remain payable.

8. Client Content

As between SourceAudio and Client, Client retains ownership of Client Content. Client grants SourceAudio and its service providers a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, format, transcode, modify solely as technically necessary, and otherwise use Client Content as reasonably necessary to provide and operate the Services, implement Client's instructions and configured functionality, secure and maintain the Platform, provide support, comply with applicable law, and perform other activities expressly authorized by Client.

Client represents and warrants that it has all rights, permissions, and lawful bases necessary for Client Content and for SourceAudio to process Client Content as contemplated by these Workspace Terms. SourceAudio does not acquire ownership of Client Content through these Workspace Terms.

9. Music, Licensing, and Commerce

Client is solely responsible for obtaining and maintaining all copyrights, licenses, permissions, consents, and other rights necessary for Client Content and for the uses Client enables through its Branded Workspace. Unless SourceAudio expressly agrees otherwise in writing, SourceAudio does not represent that Client owns or controls any particular copyright, master recording right, composition right, synchronization right, public-performance right, trademark right, publicity right, or other right associated with Client Content.

If Client enables licensing, subscriptions, ecommerce, or other paid transactions through its Branded Workspace, Client is responsible for the rights, offers, pricing, descriptions, and Client-specific terms it makes available to Users, except to the extent an applicable Order or optional-program agreement assigns a particular responsibility to SourceAudio. SourceAudio may provide payment-processing, transaction, reporting, or administrative functionality as configured by Client. Payment processing may be provided by third-party payment processors and may be subject to additional terms.

Client will not use the Services to distribute, license, offer, upload, or otherwise exploit material in a manner that infringes or violates the rights of another person.

10. Acceptable Use

Client will not, and will not knowingly permit others to:

• use the Services unlawfully;
• interfere with or disrupt the Platform or its infrastructure;
• attempt to obtain unauthorized access to any system, account, data, or Branded Workspace;
• introduce malicious code or intentionally create an unreasonable security or operational risk;
• engage in fraudulent, deceptive, abusive, or harassing conduct;
• use the Platform to violate intellectual-property, privacy, publicity, confidentiality, or other rights;
• harvest User information except as permitted through Client's Branded Workspace, these Workspace Terms, and applicable law;
• circumvent security, technical, account, usage, or access restrictions; or
• resell or sublicense the SourceAudio Platform except as expressly authorized by SourceAudio.

11. SourceAudio Network Accounts

Client acknowledges that a SourceAudio User account is a network-wide SourceAudio account and is not owned by or exclusive to a particular Branded Workspace. SourceAudio may create, authenticate, maintain, secure, support, and administer SourceAudio User accounts independently of a User's relationship with Client.

A User may use the same SourceAudio account to access other Branded Workspaces that the User chooses to join. Client has no right to prevent a User from maintaining a SourceAudio account or using that account with another Branded Workspace. Client may control a User's access to Client's own Branded Workspace, subject to applicable law and the Platform's functionality.

12. Privacy Roles

Each party will comply with the Data Protection Law applicable to its own processing of Personal Information. The parties acknowledge that their privacy roles depend on the particular processing activity and may differ within the Services.

12.1 SourceAudio as Controller

SourceAudio acts as a controller, business, or equivalent regulated entity for Personal Information that SourceAudio processes for its own purposes in operating and administering the Platform and its network-wide account system. These activities may include account creation and authentication, account security, network-wide account administration, customer and technical support, fraud and abuse prevention, system logging and troubleshooting, service communications, administering individual privacy rights, and complying with legal obligations.

SourceAudio's processing for these purposes is governed by the SourceAudio Privacy Policy.

12.2 Client as Controller

Client determines its own purposes for processing Personal Information associated with its Branded Workspace, including deciding whom the Branded Workspace is intended to serve, determining what services and functionality are offered, determining what additional information to request from Users, deciding how information made available to Client through the Branded Workspace will be used, and determining whether and how to communicate with Users. For those activities, Client acts as an independent controller, business, or equivalent regulated entity.

12.3 Joint or Overlapping Controller Activities

For particular activities associated with a User joining or interacting with a Branded Workspace, SourceAudio and Client may each participate in determining purposes or essential means of processing and may therefore have joint or overlapping responsibilities under applicable law.

To the extent Article 26 of the GDPR or an equivalent requirement applies, SourceAudio is responsible for the transparency, account-management, security, and rights-handling obligations associated with SourceAudio's network-wide account processing, while Client is responsible for transparency, lawful basis, purpose limitation, communications, and rights-handling associated with Client's own Branded Workspace purposes and any additional information Client requests. Each party will promptly forward to the other any request or regulator inquiry that primarily concerns the other party's processing and will reasonably cooperate where a request concerns joint processing. The essence of this allocation is reflected in the SourceAudio Privacy Policy and any privacy information provided by Client. Nothing in this allocation prevents an individual from exercising applicable data-protection rights against either joint controller as provided by law.

12.4 SourceAudio as Processor

Where SourceAudio processes particular Client-specific Personal Information solely on Client's documented instructions and for Client's purposes, SourceAudio acts as a processor, service provider, contractor, or equivalent regulated entity for that processing. Section 14 applies to such processing.

13. Client Responsibilities for Personal Information

Client may receive Personal Information concerning Users who voluntarily join or interact with Client's Branded Workspace. Client will process such Personal Information only for legitimate purposes associated with the Branded Workspace, consistently with information and choices provided to Users, on an appropriate lawful basis where required, and in compliance with applicable Data Protection Law.

Client is responsible for the legality of additional information it chooses to request from Users. Client will not configure its Branded Workspace to collect Personal Information that Client is legally prohibited from collecting or for which Client lacks an appropriate lawful basis. If Client requests sensitive, special-category, or similarly protected Personal Information, Client is responsible for determining whether additional disclosures, explicit consent, authorization, safeguards, or restrictions are required.

Client will maintain reasonable technical and organizational safeguards for Personal Information it receives from the Platform and will promptly notify SourceAudio of a security incident involving SourceAudio-originated Personal Information where the incident may materially affect SourceAudio or Users.

14. Data Processing Terms

This Section is intended to satisfy applicable processor-contract requirements, including Article 28 of the GDPR and equivalent provisions of other Data Protection Law, but applies only to processing for which SourceAudio acts on Client's behalf as a processor, service provider, contractor, or equivalent role.

14.1 Processing Details

The subject matter of the processing is the provision of the Services. Processing continues for the duration of the applicable Services and for any additional period during which Client-specific Personal Information is retained in accordance with these Workspace Terms and applicable law.

The nature and purpose of processing may include hosting, storage, organization, retrieval, transmission, display, account and workspace administration on Client's behalf, support, security, maintenance, troubleshooting, communications configured or initiated by Client, transaction administration, and other processing necessary to provide the Services requested by Client.

Data subjects may include Client's employees, contractors, customers, prospective customers, licensees, Users, business contacts, and other individuals whose Personal Information Client submits to or causes to be processed through the Services. Personal Information may include names, email addresses, IP addresses, account information, communications, usage information, transaction information, Client-configured fields, and other information submitted or requested by Client.

14.2 Documented Instructions

SourceAudio will process Personal Information subject to this Section only on Client's documented instructions, including instructions embodied in Client's configuration and use of the Services, unless processing is required by applicable law. If applicable law requires processing inconsistent with Client's instructions, SourceAudio will inform Client before processing unless legally prohibited from doing so. SourceAudio will inform Client if, in SourceAudio's reasonable opinion, a documented instruction infringes applicable Data Protection Law.

14.3 Confidentiality

SourceAudio will ensure that personnel authorized to process Client-specific Personal Information are subject to appropriate confidentiality obligations.

14.4 Security

SourceAudio will implement and maintain reasonable technical and organizational measures appropriate to the nature of the Personal Information and the risks associated with the processing, including measures designed to protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Information.

14.5 Subprocessors

Client provides general written authorization for SourceAudio to engage subprocessors as reasonably necessary to provide, secure, maintain, and support the Services. SourceAudio will impose data-protection obligations on subprocessors that are no less protective, in material respects applicable to the subprocessor's services, than SourceAudio's obligations under this Section and will remain responsible for subprocessor performance to the extent required by applicable Data Protection Law.

Where applicable Data Protection Law requires notice of changes to subprocessors, SourceAudio will make information about material additions or replacements available through the Platform, its Privacy Policy, a published subprocessor list, email, or another reasonable method. Client may object to a new subprocessor on reasonable data-protection grounds within fifteen (15) days after receiving applicable notice. The parties will work in good faith to address a timely objection; if no reasonable solution is available, Client may terminate the materially affected Service without penalty for the unused portion of a prepaid committed term.

14.6 Individual Rights

Taking into account the nature of the processing, SourceAudio will provide reasonable assistance to Client, through appropriate technical and organizational measures where possible, in responding to legally valid requests by individuals to exercise applicable data-protection rights where Client cannot reasonably fulfill the request without SourceAudio's assistance.

14.7 Security Incidents

SourceAudio will notify Client without undue delay after becoming aware of a confirmed breach of security involving Client-specific Personal Information processed by SourceAudio as Client's processor where notification is required by applicable Data Protection Law. SourceAudio will provide information reasonably available to it that Client needs to meet applicable breach-notification obligations. SourceAudio's notification is not an admission of fault or liability.

14.8 Regulatory and Risk-Assessment Assistance

Taking into account the nature of processing and the information reasonably available to SourceAudio, SourceAudio will provide reasonable assistance to Client with legally required data-protection impact assessments, prior consultations with regulators, and similar obligations that specifically concern SourceAudio's processor activities.

14.9 Return and Deletion

Upon termination of the applicable Services and upon Client's written request, SourceAudio will delete or return Client-specific Personal Information processed solely on Client's behalf, at Client's choice where required by applicable law and technically feasible, and will delete remaining processor copies except to the extent applicable law requires storage. Personal Information contained in backup or disaster-recovery copies may remain until overwritten or deleted in the ordinary course, provided it remains protected and is not used for other purposes. If SourceAudio separately retains particular Personal Information in its capacity as an independent controller for a lawful purpose, that separate retention is governed by the SourceAudio Privacy Policy and is not processing on Client's behalf under this Section.

This provision does not require SourceAudio to delete network-wide SourceAudio accounts or Personal Information for which SourceAudio acts as an independent controller.

14.10 Compliance Information and Audits

Upon reasonable request, SourceAudio will make available information reasonably necessary to demonstrate compliance with its processor obligations. The parties will first use then-current security documentation, questionnaires, certifications, assessments, or third-party reports where reasonably sufficient. If applicable Data Protection Law requires a further audit, Client or its independent auditor may conduct an audit subject to reasonable advance notice, confidentiality obligations, reasonable frequency and scope, protection of other customers and systems, and measures designed to avoid unnecessary operational disruption. Client will bear its audit costs unless applicable law requires otherwise or the audit identifies a material breach by SourceAudio.

15. International Transfers and Data Privacy Framework

15.1 Processing in the United States

Client acknowledges that SourceAudio is a United States company and that the Services are primarily provided using infrastructure and personnel located in the United States. Personal Information may be transferred to and processed in the United States and in other locations where SourceAudio's authorized service providers operate, subject to applicable Data Protection Law and the SourceAudio Privacy Policy.

15.2 Data Privacy Framework

To the extent SourceAudio is currently certified under and entitled to rely upon the applicable framework, transfers of Personal Information to SourceAudio may rely upon the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, and the Swiss-U.S. Data Privacy Framework, as applicable (collectively for purposes of these Workspace Terms, the "DPF"). SourceAudio will process Personal Information received in reliance on the DPF in accordance with the applicable DPF Principles.

15.3 Client's Receipt of DPF-Covered Personal Information

To the extent SourceAudio makes Personal Information received in reliance on the DPF available to Client and Client acts as an independent controller of that information, Client agrees that it will:

1. process the Personal Information only for limited and specified purposes consistent with the purposes for which the individual provided the information or subsequently authorized its use;
2. provide the Personal Information with a level of protection at least equivalent to that required by the applicable DPF Principles;
3. notify SourceAudio if Client determines that it can no longer provide that level of protection; and
4. upon such determination, cease the affected processing or take other reasonable and appropriate steps to remediate processing inconsistent with the applicable DPF Principles.

If SourceAudio has reasonable grounds to believe Client is processing DPF-covered Personal Information contrary to the DPF Principles, Client will reasonably cooperate with SourceAudio to prevent, stop, or remediate the noncompliant processing.

15.4 SourceAudio Agents

For DPF-covered Personal Information transferred by SourceAudio to a service provider acting as SourceAudio's agent, SourceAudio will require the protections applicable to agent transfers under the DPF Principles, including limited and specified purposes, an appropriate level of privacy protection, notice if the agent can no longer meet its obligations, and appropriate remediation.

15.5 Alternative Transfer Mechanisms

Where the DPF does not apply, ceases to be available, or another legally recognized safeguard is required, the parties will cooperate in implementing an appropriate transfer mechanism. This may include the European Commission Standard Contractual Clauses for international transfers and, for applicable UK restricted transfers, the UK International Data Transfer Addendum to those clauses or another legally recognized UK mechanism. Any mandatory standard clauses will apply without modification except as permitted by those clauses or applicable law.

16. California Service Provider and Contractor Terms

This Section applies only to Personal Information for which SourceAudio acts as Client's "service provider" or "contractor" under the CCPA. It does not apply to Personal Information SourceAudio processes in its separate capacity as a "business" or other independent controller-equivalent role.

The limited and specified business purposes for which SourceAudio may process Personal Information under this Section are: hosting and storing Client-specific Personal Information; making that information available through Client's Branded Workspace as configured by Client; transmitting, organizing, retrieving, displaying, and maintaining the information as necessary to operate Client-requested workspace features; providing Client-requested support and troubleshooting; securing Client's Branded Workspace and detecting or preventing fraud, abuse, and security incidents; sending communications configured or initiated by Client; administering transactions or other Client-configured functionality; and performing other processing expressly directed by Client that qualifies as a permitted business purpose under the CCPA.

For Personal Information subject to this Section, SourceAudio will:

• not sell or share the Personal Information as those terms are defined by the CCPA;
• process the Personal Information only for the limited and specified business purposes above or as otherwise permitted by the CCPA;
• not retain, use, or disclose the Personal Information for a commercial purpose other than the permitted business purposes above or as otherwise permitted by the CCPA;
• not retain, use, or disclose the Personal Information outside the direct business relationship between SourceAudio and Client except as permitted by the CCPA;
• not combine the Personal Information with information received from another person or from SourceAudio's own interaction with a consumer except as permitted by the CCPA;
• comply with applicable CCPA obligations and provide the same level of privacy protection required of service providers and contractors under the CCPA;
• maintain reasonable security procedures and practices appropriate to the nature of the Personal Information;
• notify Client if SourceAudio determines that it can no longer meet its obligations under this Section; and
• cooperate reasonably with Client in responding to consumer requests and in taking reasonable and appropriate steps permitted by the CCPA to help ensure compliant processing.

Client may take reasonable and appropriate steps, consistent with applicable law and Section 14.10, to help ensure that SourceAudio processes Personal Information subject to this Section consistently with Client's CCPA obligations and may require SourceAudio to stop and remediate unauthorized use where required by the CCPA.

17. Confidentiality

Each party may receive non-public business, technical, financial, security, product, customer, or other information of the other party that reasonably should be understood as confidential ("Confidential Information"). The receiving party will use Confidential Information only as reasonably necessary to perform or exercise rights under these Workspace Terms, protect it using at least reasonable care, and disclose it only to personnel, contractors, advisers, and service providers who have a legitimate need to know and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate is or becomes public through no breach, was lawfully known without confidentiality restriction, is received lawfully from another person without confidentiality restriction, or is independently developed without use of the other party's Confidential Information. A party may disclose Confidential Information where required by law or legal process, subject to legally permitted notice to the other party.

18. SourceAudio Intellectual Property

SourceAudio and its licensors retain all right, title, and interest in and to the Platform, software, technology, interfaces, designs, documentation, trademarks, methods, systems, and other materials provided by SourceAudio, excluding Client Content. Except for Client's limited right to use the Services during the applicable subscription, no rights are granted by implication or otherwise.

Client may provide suggestions, ideas, enhancement requests, or other feedback regarding the Services. SourceAudio may use such feedback without restriction or obligation, provided that SourceAudio does not publicly identify Client as the source without permission.

19. Third-Party Services

The Services may interoperate with third-party products or services. SourceAudio is not responsible for third-party services that Client independently elects to enable, purchase, configure, or use, except to the extent SourceAudio expressly assumes responsibility in an Order. Client's use of a third-party service may be governed by the third party's own terms and privacy practices.

20. Suspension

SourceAudio may suspend all or part of Client's access to the Services where reasonably necessary because of a material security threat, suspected fraud or unlawful activity, material violation of these Workspace Terms, failure to pay undisputed amounts after reasonable notice, use that threatens the integrity or availability of the Platform, a legal or governmental requirement, or circumstances in which continued provision of the Services would expose SourceAudio or others to material legal or operational risk. Where reasonably practicable, SourceAudio will provide notice and an opportunity to cure before suspension.

21. Termination

Either party may terminate these Workspace Terms or an affected Order for material breach if the other party fails to cure the breach within thirty (30) days after written notice, or within a shorter period where the nature of the breach reasonably requires immediate action and applicable law permits. SourceAudio may terminate immediately for unlawful activity, material infringement, security abuse, fraud, insolvency, or conduct presenting a material risk to SourceAudio, its Users, or the Platform.

Expiration or termination does not affect rights or payment obligations accrued before termination. Provisions that by their nature should survive will survive, including payment obligations, intellectual property, confidentiality, data protection with respect to retained information, indemnification, limitations of liability, and dispute-resolution provisions.

22. Client Indemnification

Client will defend, indemnify, and hold harmless SourceAudio, its affiliates, officers, directors, employees, and agents from third-party claims, liabilities, damages, judgments, costs, and reasonable attorneys' fees arising from Client Content; Client's infringement or violation of another person's rights; Client's unlawful use of the Services; Client's collection, use, or disclosure of Personal Information in violation of applicable law or these Workspace Terms; or Client's material breach of these Workspace Terms.

SourceAudio will provide reasonable notice of an indemnified claim and reasonable cooperation at Client's expense. Client may not settle a claim in a manner that admits wrongdoing by or imposes an obligation on SourceAudio without SourceAudio's written consent.

23. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE WORKSPACE TERMS OR AN APPLICABLE ORDER, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOURCEAUDIO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SOURCEAUDIO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR SUITABLE FOR EVERY PURPOSE, OR THAT EVERY ERROR WILL BE CORRECTED. NOTHING IN THIS SECTION LIMITS ANY WARRANTY OR OBLIGATION THAT CANNOT LAWFULLY BE EXCLUDED.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THESE WORKSPACE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOURCEAUDIO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE WORKSPACE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SOURCEAUDIO FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations do not apply to liability that cannot legally be limited or excluded.

25. Changes to These Workspace Terms

SourceAudio may update these Workspace Terms from time to time. For changes that materially affect Client's rights or obligations, SourceAudio will provide reasonable advance notice by email, through the Platform, or by another reasonable method. Changes required to address applicable law, security risks, regulatory requirements, or urgent technical issues may take effect on shorter notice where reasonably necessary.

SourceAudio may require an authorized representative of Client to affirmatively accept material updates to these Workspace Terms before Client may continue administering a Branded Workspace. Where affirmative acceptance is not required, Client's continued administration or use of a Branded Workspace after updated Workspace Terms become effective constitutes acceptance to the extent permitted by law. An update to these Workspace Terms does not modify a separately negotiated Order or written agreement where that document expressly states that it may only be modified by a signed writing.

26. Notices

SourceAudio may provide operational, contractual, billing, or legal notices to Client through the Platform or to an email address associated with Client's administrative or billing account. Client is responsible for keeping its administrative and billing contact information current.

Formal legal notices to SourceAudio should be sent to SourceAudio Holdings LLC, PO Box 2069, Palos Verdes, CA 90274-9998, and by email to info@sourceaudio.com. Privacy-related requests may be sent to privacy@sourceaudio.com.

27. Independent Contractors

The parties are independent contractors. Nothing in these Workspace Terms creates an employment relationship, partnership, franchise, fiduciary relationship, agency, or joint venture between SourceAudio and Client. This contractual characterization does not alter any controller, processor, joint-controller, business, service-provider, contractor, or similar status imposed by applicable Data Protection Law for a particular processing activity.

28. Assignment

Neither party may assign these Workspace Terms without the other party's consent, except that either party may assign them without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets relating to these Workspace Terms, provided that the assignee assumes the assigning party's obligations. Any other attempted assignment in violation of this Section is void.

29. Force Majeure

Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disruptions, widespread Internet or telecommunications failures, utility failures, cloud-provider outages, or similar events, except that this Section does not excuse Client's obligation to pay amounts already due.

30. Governing Law and Dispute Resolution

These Workspace Terms are governed by the laws of the State of California, without regard to conflicts-of-law principles. Before commencing formal proceedings, the parties will attempt in good faith to resolve disputes informally.

If a dispute arising from these Workspace Terms cannot be resolved informally, the parties agree to submit the dispute to binding arbitration before a single arbitrator administered by the American Arbitration Association under its applicable commercial arbitration rules. Unless otherwise agreed, arbitration will take place in Los Angeles County, California. The arbitrator's award will be final and binding and may be entered in any court of competent jurisdiction.

Nothing in this Section prevents either party from seeking temporary or injunctive relief where necessary to protect intellectual property, Confidential Information, security, or against unauthorized access to the Services. Privacy complaints subject to a legally mandated regulatory, supervisory-authority, or DPF dispute-resolution process are not governed exclusively by this Section.

31. Order of Precedence

If documents governing the Services conflict, the following order applies unless expressly stated otherwise:

1. a mutually signed Order or amendment;
2. program-specific additional terms with respect to that program;
3. these Workspace Terms;
4. the SourceAudio Terms and Conditions; and
5. other generally applicable policies or documentation.

The SourceAudio Privacy Policy governs SourceAudio's public privacy disclosures and its processing of Personal Information, but does not override contractual data-protection obligations contained in these Workspace Terms. A specific music license or transaction agreement controls the rights granted in the licensed content for that transaction.

32. Entire Agreement

These Workspace Terms, together with applicable Orders, program-specific terms, and documents incorporated by reference, constitute the complete agreement between SourceAudio and Client regarding the subject matter covered here and supersede prior or contemporaneous understandings concerning that subject matter. If Client and SourceAudio have entered into a separately negotiated written agreement covering the same Services, that agreement controls to the extent it expressly conflicts with these Workspace Terms.

33. Severability and Waiver

If any provision of these Workspace Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the remaining provisions. A failure to enforce a provision is not a waiver of the right to enforce it later.

34. Contact

Questions concerning these Workspace Terms may be directed to info@sourceaudio.com. Privacy questions may be directed to privacy@sourceaudio.com.

SourceAudio Holdings LLC
PO Box 2069
Palos Verdes, CA 90274-9998