TERMS & CONDITIONS

These terms and conditions (the "Terms and Conditions") govern the use of https://eeelize.com/ (the "Site").This Site is owned by Carrd.co and operated by Eeelize. This Site is a portfolio. By using this Site, you indicate that you have read and understand these Terms and Conditions and agree to abide by them at all times.THESE TERMS AND CONDITIONS CONTAIN A DISPUTE RESOLUTION CLAUSE THAT IMPACTS YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.

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EeelizeDocument Version 1.0
Effectivity: July 28, 2026 PDT
Last Updated: August 26th, 2026 PDT

Additional Terms

1. PRELUDE

The following Terms of Service ("Agreement") establish a binding legal relationship between Eeelize (the "Service Provider") and any party, whether a person or legal entity, that seeks to license, commission, or acquire music production and audio services (the "Client").All professional assistance provided by the Service Provider is subject to this Agreement unless alternate terms are established through a separate written instrument.By initiating a request, submitting a deposit, or making use of any Deliverables provided, the Client confirms they have reviewed and accepted these terms alongside any specific project invoices or platform-specific conditions.If these conditions are not acceptable, the Client is prohibited from commissioning, downloading, or otherwise exploiting any creative material produced by the Service Provider.Regardless of the communication channel - whether through email, Discord, VGen, or social media - these Terms remain the governing framework for all professional interactions.PLAIN-LANGUAGE COMMISSION SUMMARY (Non-Binding)~Eeelize acts as an independent contractor and is not a partner, investor, or stakeholder.~Eeelize provides custom, original music and related audio services for digital media projects.~Work begins only after full payment or an agreed-upon deposit is received. If requesting work, work begins. only after both parties have signed the "Composer Services Agreement" and have received the final copy containing both signatures of the Client and Service Provider.~All payments are processed through an approved commission platform (e.g., VGen).~Eeelize always retains full ownership of the music she creates.~After full payment, the Client receives a project-specific, non-transferable license to use the music only for the agreed project.~Music may not be reused, resold, transferred, sub-licensed, or applied to other projects without written permission, and in most common cases, payment.~No usage rights are granted before full payment, even if previews, drafts, crowdfunding, or public releases exist.~Credit is required wherever project credits appear, using the specified format in Section 34.~A limited number of reasonable revisions are included and defined per project, per track.~Complimentary OST or MV video production are optional, provided at Eeelize’s discretion, and are generally not revised.~Revenue share, deferred payment, crowdfunding, or future success does not excuse or replace full payment.~Payments are non-refundable once work has begun; completed work remains billable if a project is canceled.~Unauthorized use of music before full payment or outside the license is prohibited.Eeelize may showcase completed work in her portfolio after payment and/or after completion of the work(s), with limited delays if requested or required.Creative outcomes are subjective; no guarantees are made regarding success, reception, or monetization.This Agreement is governed by the laws of the State of California.Nothing in this document shall be construed as a transfer of the Service Provider's intellectual property rights unless explicitly stated in a signed, separate writing.;
Nothing in this document shall be construed as a transfer of the Service Provider's intellectual property rights unless explicitly stated in a signed, separate writing.;

2. CLARIFICATION OF TERMS

The following definitions are applied throughout this Agreement to ensure clarity regarding the parties and their obligations.2.1 Service Provider
"Service Provider" denotes Eeelize and any representatives authorized to act on its behalf.2.2 Client
"Client" refers to any individual, studio, or corporate entity that engages the Service Provider for professional assistance.2.3 Services
Professional "Services" encompass various creative tasks, including:Bespoke music composition
Original soundtracks (OST),
Thematic character music,
Interactive audio systems,
Gaming and cinematic scoring,
Audio post-production and editing,
Mixing and mastering,
Musical arrangement and scoring.2.4 Deliverables
"Deliverables" represents all final materials produced, including audio files, sheet music, MIDI data, and video content provided to the Client.2.5 Preview Material
"Preview Material" describes any temporary drafts, watermarked samples, or unfinished works-in-progress shared for the purpose of evaluation.
Evaluation materials are strictly for review and do not confer any usage, licensing, or distribution rights to the Client.2.6 Commission
A "Commission" is any formal project request that has been accepted, regardless of the specific payment structure or funding method used.2.7 License
A "License" provides the Client with specific, limited permissions to utilize Deliverables without transferring any underlying ownership of the copyright.
Licensing is distinct from a transfer of ownership.2.8 Intellectual Property
"Intellectual Property" encompasses all creative output including recordings, original arrangements, moral rights, and proprietary technical knowledge developed by the Service Provider.2.9 Business Day
"Business Day" refers to the standard work week (Monday-Friday), excluding recognized federal holidays within the United States.2.10 Written Notice
"Written Notice" includes all communications via approved digital channels such as Discord, VGen, or email.2.11 Approved Platform
An "Approved Platform" is any marketplace or communication tool specifically sanctioned by the Service Provider for business conduct.2.12 Agreement
"Agreement" denotes the combination of these Terms, specific project invoices, and any additional written modifications accepted by both parties.In the event of inconsistencies, the specific project agreement shall take precedence regarding that commission while all other general Terms remain in effect.;

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3. SCOPE OF APPLICATION

These Terms govern all professional engagements unless a specific written waiver has been executed by the Service Provider.This framework applies across all project types, including:standard commercial commissionscollaborative, unpaid, and/or volunteer effortspromotional or portfolio workcharitable or educational projectsrevenue-sharing or crowdfunded models.Usage restrictions and licensing protections remain in full effect regardless of whether the services were provided for a fee or without charge.The provision of work without monetary payment does not imply a transfer of ownership, copyright assignment, or the establishment of an employment relationship.;

4. QUALIFICATIONS FOR COMMISSIONING

The Client warrants they have the legal capacity to enter into this Agreement and to request the professional services offered.Individuals acting for an organization or studio represent that they have the authority to bind said entity to these Terms.Unauthorized submissions made on behalf of third parties are strictly prohibited. To prevent fraud or intellectual property disputes, the Service Provider may require identity verification or proof of project ownership.Commissions may be terminated or refused if the Service Provider determines that:The Client lacks proper authorizationMisleading information was provided during intakeThe project likely infringes third-party rightsFraudulent activity is suspected the request violates law or these Terms.The right to reject any commission request is reserved by the Service Provider at its sole discretion.;

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5. SERVICE PARAMETERS

Original composition and audio production services are offered for digital media and audiovisual endeavors.Available expertise includes, but is not restricted to:OST and game music designThematic scoring for animations and filmMusic for streamers and VTubersAudio engineering and masteringProduction of promotional audio-visual content.Each engagement is confined to the specific deliverables and revision limits established at the time of purchase. The Service Provider maintains absolute control over creative methodologies, orchestration choices, and production workflows.No guarantee is provided regarding the acceptance of work by third-party distributors, storefronts, or streaming services.Unless a written modification is agreed upon, the Service Provider has no obligation to perform work outside the initial scope.;

6. TERMINATION AND REFUSAL RIGHTS

The Service Provider reserves the right to decline or terminate any project or interaction at any stage, in accordance with these Terms and prevailing law.Reasons for exercising this right include, but are not limited to:Involvement in unlawful activitiesIntellectual property or copyright infringementDeceptive practices or phishing attemptsHarassment or intimidation of the Service ProviderPromotion of hate speech or violenceDistribution of malicious softwareSignificant changes to project scope without consentFailure to communicate or provide necessary info.Internal business justifications for refusing or ending services do not require disclosure unless mandated by legal obligations. Any refunds following termination shall be processed according to the established Refund Policy of this Agreement.The Service Provider cannot be forced to contribute to projects that conflict with their professional or personal judgment.;

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7. INTAKE AND FORMAL ACCEPTANCE

Sending a commission request does not guarantee that the Service Provider will accept the project or create a contract.Official acceptance occurs only when the following conditions are satisfied:A written confirmation is sent by the Service ProviderScope, pricing, and licensing are fully agreed uponInitial payments or deposits are successfully processedAll necessary documentation is finalized.The Client must provide accurate reference material and creative direction as requested to facilitate project evaluation. Responsibility for the legality and accuracy of provided information rests solely with the Client.Accepting a single project does not imply a commitment to future commissions for the same party.Informal discussions or expressions of interest do not constitute a formal agreement until written confirmation is issued.;

8. ESTIMATES, SCOPE, AND REVISIONS

Commission work is strictly governed by the written scope established between the Client and the Service Provider. Parameters such as runtime, project specifications, and licensing rights define the boundaries of the engagement.Deliverable specificationsCreative direction and milestonesLicensing and revision limitsTotal pricing and add-ons.Quotes and project estimates expire thirty (30) days from the date of issuance unless stated otherwise. Substantial changes requested after acceptance are considered Scope Modifications and may require price adjustments.Modifications may involve:Additional audio or runtimeExpanded licensing or platformsSignificant creative pivotsRequests for extra deliverables.The Service Provider may update timelines and costs to accommodate any mutually approved changes in scope. Changes only take effect once confirmed in writing by both parties. Work on modifications is contingent upon the satisfaction of any related payment requirements.;

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9. FINANCIAL OBLIGATIONS

The Client is responsible for all costs associated with the Services, including licensing, taxes, and platform-specific fees identified prior to purchase. Production begins only after the required initial payment or deposit is confirmed through an Approved Platform.All invoices must be settled according to the payment timeline defined for the commission.
Late payments may lead to the suspension or termination of the project at the Service Provider's discretion.Access to Deliverables, licenses, and source files will be withheld until all financial balances are cleared. Deliberate payment disputes or reversals following the receipt of services are prohibited, except in cases of verified billing errors.Clients remain liable for fees resulting from fraudulent reversals or breaches of this financial policy.
Accepting a partial sum does not waive the Service Provider's right to pursue the full remaining balance. Payments are non-refundable once the creative process has started, unless alternate provisions are mandated by law.;

10. DEPOSITS, INSTALLMENT PAYMENTS, AND PAYMENT DEFAULT

Where a deposit is required, the deposit secures the Client's position in the Service Provider's production schedule and compensates the Service Provider for reserving production capacity.Unless otherwise agreed in writing, deposits are non-refundable once work has commenced, except where a refund is required by applicable law or expressly provided elsewhere in this Agreement.All agreed-upon fees are absolute and tied strictly to the delivery and approval of the commissioned work. Payment obligations are completely independent of, and not contingent upon, the Client’s future revenue, crowdfunding, project publication, or funding status.The Service Provider retains full, exclusive copyright ownership of all commissioned audio and compositions. Upon full and final payment, the Client is granted an exclusive, perpetual license to use, distribute, and broadcast the completed audio strictly within the designated projects. The Service Provider agrees not to license these specific completed tracks to third-party commercial projects. No underlying copyrights are transferred, and this agreement does not constitute a "Work-for-Hire."If the parties agree to an installment payment schedule, each installment shall become due according to the agreed payment timeline. Failure to make an installment payment within the agreed timeframe may, in the Service Provider's reasonable business judgment:suspend all work on the commissionpostpone delivery deadlinesdelay scheduled revisionsrevoke scheduling prioritycancel the remaining project or constitute a material breach of this Agreement.Any delay resulting from missed payments shall automatically extend estimated completion dates by a reasonable amount of time necessary to accommodate the Service Provider's production schedule. The Service Provider shall not be responsible for losses arising from delays caused by the Client's failure to satisfy payment obligations.If a commission is cancelled because of the Client's payment default, the Service Provider retains ownership of all unfinished work, concepts, sketches, demos, drafts, previews, compositions, recordings, and other Deliverables created prior to cancellation. No License shall become effective until all required payments have been received in full unless expressly stated otherwise in writing.

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11. REFUND POLICY

The Service Provider invests professional time, creative effort, production resources, and scheduling commitments into each commission. For this reason, refunds are limited as set forth in this Agreement. Unless otherwise required by applicable law, payments are non-refundable once work has commenced.A refund may be considered only under one or more of the following circumstances:the Service Provider determines that the commissioned work cannot reasonably be completedthe Service Provider elects to cancel the commission before substantial work has been performedboth parties mutually agree in writing to terminate the commission or a refund is otherwise required by applicable law.If a refund is issued after work has begun, the Service Provider may retain an amount reasonably reflecting the value of work completed, production time reserved, administrative costs, and any completed Deliverables.The Client shall have no ownership, License, or usage rights in any Deliverables associated with a refunded or cancelled commission unless expressly authorized in writing by the Service Provider.Any refund approved under this Agreement shall constitute the Client's exclusive monetary remedy with respect to the cancelled commission, except where otherwise required by applicable law.Nothing in this Section limits any non-waivable rights provided to the Client under applicable law.

12. CHARGEBACKS, PAYMENT DISPUTES, AND FRAUD PREVENTION

The Client agrees to contact the Service Provider in good faith to attempt to resolve any billing concern before initiating a payment dispute or chargeback whenever reasonably possible.Initiating a payment dispute does not automatically terminate this Agreement or invalidate the Service Provider's intellectual property rights. The Client shall not knowingly initiate or maintain a fraudulent or bad-faith chargeback, payment reversal, or unauthorized payment dispute after receiving the benefit of the commissioned Services or Deliverables.Where permitted by applicable law, a fraudulent or bad-faith payment reversal may constitute a material breach of this Agreement.Upon a material breach resulting from a fraudulent or bad-faith payment reversal, the Service Provider may, to the extent permitted by applicable law:suspend all ongoing Servicesterminate any License granted under this Agreementrevoke permission to use the affected Deliverablespursue recovery of unpaid amounts through lawful means and pursue any other remedies available under this Agreement or applicable law.Nothing in this Section limits the Client's right to dispute unauthorized transactions, billing errors, or other payment issues protected under applicable law.
The Service Provider reserves the right to retain invoices, contracts, communication records, project files, payment confirmations, and other business records reasonably necessary to respond to payment disputes or legal claims.

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13. DELIVERY OF DELIVERABLES

Estimated delivery dates are provided in good faith and are estimates only unless expressly identified in writing as guaranteed deadlines.The Service Provider shall use commercially reasonable efforts to complete Deliverables within the estimated production schedule.Delivery may occur through an Approved Platform, secure cloud storage, digital download, electronic mail, or another mutually agreed delivery method.Risk of transmission delays caused by internet outages, third-party service interruptions, platform failures, spam filtering, file corruption occurring before/after successful transmission, or similar circumstances beyond the Service Provider's reasonable control shall not constitute a breach of this Agreement.The Client is responsible for downloading, reviewing, and securely backing up all Deliverables upon receipt. Unless otherwise agreed in writing, the Service Provider is not obligated to provide indefinite file storage or permanent access to previously delivered Deliverables.The Service Provider may establish a reasonable retention period after which archived project files may be permanently deleted. Delivery of Preview Materials does not constitute Final Delivery and does not grant any License or usage rights unless expressly stated otherwise in writing.

14. CLIENT REVIEW, ACCEPTANCE, AND PROJECT DELAYS

The Client agrees to review Deliverables within a reasonable time after delivery and to communicate any requested revisions, technical issues, or material defects through Written Notice.Failure to respond within a reasonable period shall not require the Service Provider to indefinitely reserve production time or delay other commissions.If the Client becomes unresponsive for thirty (30) consecutive calendar days after the Service Provider requests information, approval, payment, or feedback necessary to continue the commission, the project may, in the Service Provider's reasonable business judgment, be designated as inactive.Inactive projects may be removed from the Service Provider's active production schedule. Resumption of an inactive project shall be subject to the Service Provider's current availability, pricing, scheduling, and Terms of Service in effect at the time work resumes.The Service Provider reserves the right to require payment of any outstanding balances and any applicable restart or rescheduling fee before resuming work on an inactive project, provided such fees were disclosed or agreed upon in advance.Delays resulting from the Client's failure to provide timely feedback, approvals, reference materials, or required information shall automatically extend estimated completion dates by a reasonable period necessary to accommodate the Service Provider's production schedule.The Service Provider shall not be responsible for losses, missed release dates, publishing delays, or other damages arising from delays caused by the Client's failure to fulfill their obligations under this Agreement.

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15. COMMUNICATION, PROJECT MANAGEMENT, AND CLIENT CONDUCT

Effective communication is essential to the successful completion of each commission.
The Client agrees to communicate in a timely, accurate, and professional manner throughout the duration of the commission.The Service Provider may designate one or more Approved Platforms for project communication. Unless otherwise agreed in writing, communications conducted through an Approved Platform shall constitute Written Notice under this Agreement.The Client is responsible for promptly reviewing requests for information, approvals, revisions, invoices, and other project-related communications. Unless otherwise agreed in writing, the Service Provider's normal business hours, response times, and production schedule shall be determined by the Service Provider in their reasonable business judgment.The Service Provider does not guarantee immediate responses to messages received outside normal business hours, on weekends, holidays, during illness, emergencies, scheduled leave, or circumstances beyond the Service Provider's reasonable control.The Client shall maintain respectful and professional conduct throughout the commission.The following conduct may constitute a material breach of this Agreement:harassmentabusive, threatening, or discriminatory languagerepeated unwanted contact after a reasonable request to stop intentional disruption of the commission processknowingly providing false or misleading informationattempts to coerce the Service Provider into performing work outside the agreed scope without appropriate compensation or conduct that the Service Provider reasonably believes creates an unsafe or hostile working relationship.The Service Provider reserves the right, in their reasonable business judgment and to the extent permitted by applicable law, to suspend or terminate Services when such conduct materially interferes with completion of the commission.Project decisions affecting pricing, licensing, deadlines, Deliverables, revisions, or scope should be confirmed through Written Notice.The Service Provider shall not be responsible for misunderstandings arising from verbal conversations or informal discussions that are not subsequently confirmed in writing.

16. CLIENT RESPONSIBILITIES, PROJECT MATERIALS, AND CREATIVE DIRECTION

The Client is responsible for providing all information reasonably necessary for the Service Provider to perform the commissioned Services.Such information may include, without limitation:creative briefsscriptsconcept artstoryboardsgameplay footagereference trackstiming referencesvisual assetsbranding materialstechnical specifications and any other materials reasonably requested by the Service Provider.The Client represents and warrants that they possess all necessary rights, permissions, and legal authority to provide any materials submitted to the Service Provider for use in connection with the commission.The Client shall not knowingly provide materials that infringe another person's copyright, trademark, trade secret, right of publicity, privacy rights, or other intellectual property or proprietary rights.
The Service Provider is entitled to reasonably rely upon the Client's representations regarding ownership and authorization of submitted materials.The Client remains solely responsible for obtaining any third-party licenses, permissions, releases, or approvals required for materials supplied by the Client unless the parties expressly agree otherwise in writing.The Client agrees to provide clear and reasonably complete creative direction before production begins. Requests that substantially alter the previously approved creative direction after work has commenced may constitute a Scope Modification under Section 8 of this Agreement.The Service Provider shall not be responsible for delays, additional costs, or changes in the production schedule resulting from incomplete instructions, inconsistent feedback, missing reference materials, conflicting creative direction, or delays in obtaining required approvals from the Client.The Client acknowledges that creative Services involve artistic judgment. Unless the Deliverables materially fail to conform to the agreed project specifications, differences in subjective artistic preference shall not, by themselves, constitute defective performance or grounds for cancellation, refund, or rejection of the Deliverables.The Service Provider retains sole discretion over compositional techniques, instrumentation, orchestration, production methods, software, recording processes, mixing decisions, mastering decisions, and other creative or technical methods used to produce the Deliverables, provided that the resulting Deliverables substantially conform to the agreed project specifications.

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17. RUSH SERVICES AND PRIORITY SERVICES

The Service Provider may, at their sole option, offer expedited production or scheduling services for an additional fee. Acceptance of a Rush Service or Priority Service is subject to the Service Provider's availability and shall not be presumed solely because the Client requests expedited work.For purposes of this Agreement:~Rush Service means accelerated production intended to reduce the estimated completion time for the commissioned Deliverables.
~Priority Service means preferential scheduling of the Client's commission or Revision ahead of non-priority projects, without guaranteeing a specific completion date unless expressly agreed in writing.
~Rush Services and Priority Services do not eliminate the Client's obligation to provide timely approvals, feedback, payments, or project materials.The Service Provider shall not be responsible for delays resulting from:~late Client responses
~incomplete project information
~Scope Modifications
~force majeure events
~third-party service interruptions or
~other circumstances beyond the Service Provider's reasonable control.If the Client causes a delay that materially affects an expedited commission, the Service Provider may adjust the production schedule without refunding any applicable Rush Service or Priority Service fee unless otherwise required by applicable law.

18. DEFERRED PAYMENT, CROWDFUNDING, AND CONTINGENT COMPENSATION

The Service Provider may, in their sole discretion, agree to perform Services under a deferred payment, crowdfunding, revenue-sharing, milestone-based, or other contingent compensation arrangement. No such arrangement shall exist unless expressly confirmed in writing by both parties.Unless otherwise agreed in writing:~copyright ownership remains exclusively with the Service Provider;
~no License becomes effective until any conditions required under the applicable agreement have been satisfied;
~the Client remains responsible for fulfilling all agreed payment obligations upon the occurrence of the agreed triggering event.If a crowdfunding campaign, investment effort, publishing agreement, sponsorship, grant, or similar funding event is unsuccessful, the parties' respective rights and obligations shall be governed by the specific written agreement applicable to that project.Unless expressly agreed otherwise in writing, deferred payment arrangements do not create a partnership, joint venture, employment relationship, ownership interest, agency relationship, or fiduciary duty between the parties.The Service Provider reserves the right to decline future deferred payment or contingent compensation opportunities in their reasonable business judgment.

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19. CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTS

The Service Provider may agree to execute a separate Non-Disclosure Agreement ("NDA") when requested by the Client. Unless otherwise expressly agreed in writing, execution of an NDA does not transfer ownership of any Deliverables, copyrights, intellectual property, or other proprietary rights.Where both this Agreement and a separately executed NDA apply to the same project, the NDA shall govern only the parties' confidentiality obligations. All remaining rights and obligations shall continue to be governed by these Terms of Service unless the NDA expressly states otherwise.The Service Provider shall use reasonable care to protect confidential information received from the Client in accordance with any applicable NDA. Likewise, the Client agrees not to disclose confidential business information belonging to the Service Provider, including non-public pricing structures, production methods, workflow documentation, unpublished compositions, unreleased Deliverables, proprietary templates, business strategies, or other information reasonably understood to be confidential.Confidentiality obligations shall not apply to information that:~is publicly available through no fault of the receiving party~was lawfully known before disclosure~is independently developed without use of confidential information or must be disclosed pursuant to applicable law, court order, or governmental authority.Unless otherwise provided by the applicable NDA, confidentiality obligations shall survive completion or termination of the commission.

20. INTELLECTUAL PROPERTY FRAMEWORK

The Client acknowledges that all Services performed under this Agreement involve the creation, modification, or licensing of intellectual property owned by the Service Provider. Except where an express written assignment signed by both parties states otherwise, nothing contained within this Agreement shall be interpreted as transferring ownership of any copyright or other intellectual property rights to the Client.The Client purchases Services and applicable License rights only. Payment for Services does not constitute the purchase of copyrights, ownership interests, authorship rights, or other proprietary interests in the Deliverables.The Service Provider retains all rights not expressly granted under an applicable License. The Service Provider retains full, exclusive copyright and ownership of all commissioned audio, source files, and compositions. Upon full payment, the Client is granted a non-exclusive, perpetual license to use the completed audio strictly within the designated project. No intellectual property rights are transferred to the Client, and this agreement does not constitute a "Work-for-Hire."No implied license, implied assignment, waiver, estoppel, or other transfer of intellectual property rights shall arise from payment, delivery, silence, course of dealing, or any other conduct unless expressly provided in a written agreement signed by both parties.Any rights granted to the Client shall be interpreted narrowly and only to the extent expressly described in the applicable License.

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21. COPYRIGHT OWNERSHIP

The Service Provider is and shall remain the sole owner of all copyrights and other intellectual property rights in the Deliverables created under this Agreement unless ownership is expressly assigned through a separate written instrument signed by both parties.Copyright ownership includes, without limitation:~musical compositions~melodies~harmonies~rhythms~arrangements~orchestrations~recordings~sound design~production elements~stems~MIDI files~project files~alternate versions~demos~previews~drafts~unused compositions~rejected concepts, and all derivative works created by the Service Provider.The Client acknowledges that payment for Services does not transfer copyright ownership.The Service Provider reserves the right to register copyrights, enforce copyrights, pursue infringement claims, issue takedown notices, and otherwise protect their intellectual property in accordance with applicable law.Nothing in this Agreement shall be interpreted as requiring the Service Provider to transfer moral rights, attribution rights where non-waivable, or any rights that cannot legally be assigned under applicable law.

22. LICENSING FRAMEWORK

Upon satisfaction of all applicable payment obligations, the Client shall receive only the License or License(s) expressly purchased or otherwise granted in writing by the Service Provider.Each License granted under this Agreement is:~limited~non-exclusive unless expressly designated otherwise~non-transferable unless expressly authorized in writing~revocable only as expressly provided in this Agreement or by applicable law, and subject to all conditions, restrictions, and limitations contained in this Agreement.No License shall become effective until:~all required payments have been received~any required agreements have been completed~the Deliverables have been released by the Service Provider, and any applicable licensing conditions have been satisfied.The Client shall not exercise any rights beyond those expressly granted under the applicable License.If the Client requires expanded rights after a License has been granted, the parties may negotiate an additional or upgraded License subject to the Service Provider's approval.Nothing in this Agreement obligates the Service Provider to offer additional licensing rights after completion of the commission.Licenses granted under this Agreement are personal to the Client unless expressly stated otherwise in writing and may not be assigned, sub-licensed, transferred, sold, pledged, or otherwise conveyed to another individual or entity without the Service Provider's prior written authorization, except where assignment is required by applicable law or expressly permitted under the applicable License.

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23. LICENSE INTERPRETATION

All Licenses granted under this Agreement shall be interpreted according to their express written terms.
No License shall be interpreted to grant rights by implication, inference, custom, prior dealings, industry practice, or silence. If a particular use, right, privilege, or authorization is not expressly granted under the applicable License, that right shall be deemed reserved exclusively by the Service Provider.Where uncertainty exists regarding the scope of a License, the interpretation that preserves the Service Provider's ownership of intellectual property and limits the grant of rights shall govern to the fullest extent permitted by applicable law.The Client may request expanded or modified licensing rights at any time. Any additional rights shall become effective only upon written approval by the Service Provider and satisfaction of any applicable licensing fees or conditions.No verbal statement, informal communication, or prior business relationship shall modify the scope of any License unless confirmed through Written Notice.

24. STANDARD COMMERCIAL LICENSE

Unless expressly stated otherwise in writing, commissions are governed by the Standard Commercial License purchased or otherwise granted by the Service Provider.Subject to full payment and compliance with this Agreement, the Standard Commercial License grants the Client a limited, non-exclusive, non-transferable License to use the Deliverables solely for the approved project and purposes identified at the time of purchase.Unless otherwise expressly authorized in writing, the Standard Commercial License does not transfer copyright ownership or grant the right to:~sublicense or transfer the License to another party~claim authorship of the Deliverables~register the Deliverables as the Client's copyrighted work~sell, resell, lease, or redistribute the Deliverables as standalone products~incorporate the Deliverables into stock music libraries, sound libraries, sample packs, MIDI libraries, AI datasets, or similar products~use the Deliverables outside the approved project scope~remove or alter required attribution where applicable under this Agreement or the applicable License, or exercise any rights reserved exclusively to the Service Provider.Unless expressly stated otherwise in writing, the Standard Commercial License extends only to the specific project approved by the Service Provider and does not automatically authorize:~sequels,
~downloadable content (DLC),
~remasters,
~remakes,
~ports,
~spin-offs,
~adaptations,
~derivative productions, or
~substantially expanded releases.
If the Client wishes to expand the approved scope of use, the Client shall obtain an additional or upgraded License before the expanded use begins.The Standard Commercial License remains subject to all restrictions and conditions contained within this Agreement.

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25. BASE PROJECT LICENSE

Unless otherwise expressly stated in writing, every commissioned Deliverable is governed by the Base Project License.Upon satisfaction of all applicable payment obligations, the Service Provider grants the Client a limited, non-exclusive, non-transferable License to synchronize and use the commissioned Deliverables solely within the Approved Project identified in the applicable commission agreement.The Base Project License authorizes only those uses reasonably necessary for the Approved Project.Unless otherwise expressly authorized in writing, the Base Project License does not authorize*:~use in unrelated projects~resale of the Deliverables~redistribution of the Deliverables as standalone media~sub-licensing~assignment of License rights~extraction of stems for independent commercial exploitation~extraction of MIDI or project files~creation of stock music products~incorporation into sound libraries or sample packs~AI training, machine learning datasets, or synthetic media generation~blockchain or NFT commercialization~registration of copyright by the Client~removal of required attribution where applicable orany other rights reserved by the Service Provider.Unless expressly granted under an expanded License, the Base Project License does not automatically include rights for:~sequels~downloadable content (DLC)~remasters, remakes, ports, adaptations, television broadcasts, theatrical releases, soundtrack albums, substantially expanded editions, or unrelated promotional campaigns.The Service Provider retains all rights not expressly granted under this Agreement unless otherwise agreed in writing.

26. LICENSE EXPANSIONS

The Service Provider may, but is not obligated to, offer additional licensing rights that expand the permissions granted under the Base Project License.Expanded License rights shall become effective only upon written approval by the Service Provider and satisfaction of any applicable licensing fees or conditions.Expanded licensing may include, without limitation:~Commercial Rights~Content Distribution Rights~Merchandise Rights~Exclusive Rights~Extended Distribution Rights~Platform-Specific Rights, or any other licensing rights expressly identified by the Service Provider.Each Expanded License supplements the Base Project License only to the extent expressly described.Purchase of one Expanded License does not imply the grant of any other Expanded License.Unless expressly stated otherwise, all limitations contained within the Base Project License remain fully enforceable.

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27. COMMERCIAL RIGHTS

Commercial Rights expand the Base Project License by permitting the Client to commercially exploit the Deliverables solely within the Approved Project and only to the extent expressly authorized under this Agreement.Unless otherwise agreed in writing, Commercial Rights may include monetized use of the Deliverables in connection with the Approved Project, including revenue generated through:~commercial product sales~game sales~film or animation distribution~monetized online video platforms~live-streaming platforms~advertising revenue directly associated with the Approved Project~sponsorships related to the Approved Project, and other lawful commercial exploitation expressly approved by the Service Provider.Commercial Rights do not grant:~ownership of the Deliverables~Exclusive Rights~Merchandise Rights~Content Distribution Rights~the right to sublicense or assign the License~the right to use the Deliverables in unrelated projects, or any rights not expressly granted by this Agreement.Commercial Rights remain subject to all restrictions contained within the Base Project License and these Terms of Service.

28. CONTENT DISTRIBUTION RIGHTS

Content Distribution Rights expand the Base Project License by authorizing distribution of the Deliverables as part of an official soundtrack or other approved audio release.Unless otherwise agreed in writing, Content Distribution Rights may permit distribution through:~Spotify~Apple Music~YouTube Music~Amazon Music~Bandcamp~DEEZER~TIDAL, and~other digital music distribution services approved by the Service Provider.Content Distribution Rights authorize distribution only of the Deliverables expressly identified by the Service Provider.Nothing in this Section authorizes redistribution of source files, stems, MIDI files, project files, production assets, or other materials not expressly approved for release.The Client remains responsible for obtaining any third-party distribution accounts, publishing clearances, collection society registrations, or platform approvals required for distribution.The Service Provider retains all copyrights and ownership interests in the Deliverables unless expressly assigned in writing.

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29. MERCHANDISE RIGHTS

Merchandise Rights expand the Base Project License by authorizing the Client to incorporate the Deliverables into approved physical or digital merchandise associated with the Approved Project.Unless otherwise agreed in writing, Merchandise Rights may include products such as:~soundtrack CDs~vinyl records~cassette releases~collector's editions~art books containing approved digital download codes~boxed editions of the Approved Project, and~other merchandise expressly approved in writing by the Service Provider.Merchandise Rights do not authorize the Client to:
~sell, license, or redistribute the Deliverables as standalone stock music products or independent commercial audio libraries.Unless expressly approved in writing, Merchandise Rights do not authorize:~third-party manufacturers, publishers, distributors, or retailers to receive any ownership interest in the Deliverables.
All Merchandise Rights remain subject to the limitations contained within the Base Project License.

30. EXCLUSIVE RIGHTS

Exclusive Rights expand the Base Project License by limiting the Service Provider's ability to license the commissioned Deliverables to other parties.Unless otherwise expressly agreed in writing, Exclusive Rights apply only to the specific Deliverables identified in the applicable commission agreement.Granting Exclusive Rights does not transfer copyright ownership to the Client. The Service Provider remains the sole owner of all copyrights and intellectual property associated with the Deliverables.Unless otherwise expressly agreed in writing, the Service Provider retains the right to:~identify themselves as the creator of the Deliverables~display the Deliverables within portfolios and professional demonstrations~register and enforce copyrights~pursue infringement claims~maintain archival copies~retain preliminary concepts, drafts, unused compositions, production materials, and working files and~exercise all rights not expressly granted to the Client.Exclusive Rights are personal to the Client and may not be assigned, transferred, sub-licensed, pledged, or otherwise conveyed without the Service Provider's prior written authorization, except where required by applicable law.Any expansion of Exclusive Rights beyond the Approved Project shall require a separate written agreement.

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31. FREE-USE TRACK POLICY

The Service Provider may, at their discretion, designate certain musical compositions or recordings as Free-Use Tracks.Unless otherwise stated in writing, a Free-Use Track may be incorporated into multiple independent projects under the applicable Base Project License or other License granted by the Service Provider.A Client who has been granted permission to use a Free-Use Track within an Approved Project may continue using that Track within the originally approved scope of that Approved Project even if the Track is later licensed with Exclusive Rights to another Client. The subsequent grant of Exclusive Rights shall not retroactively terminate, revoke, or otherwise impair any License previously and lawfully granted by the Service Provider before the effective date of the Exclusive Rights agreement.Any use of a Free-Use Track outside the Approved Project, or any expansion of the Approved Project beyond the originally authorized scope, shall require an additional or upgraded License where applicable.The Service Provider reserves the right to discontinue offering any Free-Use Track for future licensing at any time. Such discontinuation shall not affect previously granted Licenses unless otherwise permitted by applicable law or expressly provided in this Agreement.Nothing in this Section transfers copyright ownership of any Free-Use Track.

32. LICENSE RESTRICTIONS AND PROHIBITED USES

Except to the extent expressly authorized under the applicable License, the Client shall not, directly or indirectly:~claim authorship of the Deliverables~register the Deliverables as the Client's copyrighted work~sublicense, assign, sell, lease, rent, or otherwise transfer any License~redistribute the Deliverables as standalone media~upload the Deliverables to stock music libraries or audio marketplaces~incorporate the Deliverables into sample packs, sound libraries, MIDI libraries, templates, or similar products~extract, isolate, or commercially exploit stems, project files, MIDI files, or production assets except as expressly authorized~use the Deliverables for unlawful purposes~knowingly use the Deliverables in a manner that infringes the rights of any third party~remove, alter, or conceal required attribution where applicable~falsely imply sponsorship, endorsement, or partnership with the Service Provider~knowingly use the Deliverables in connection with defamatory, fraudulent, deceptive, or unlawful activities, or~exercise any right reserved exclusively to the Service Provider.The foregoing restrictions apply regardless of whether the Deliverables have been modified, edited, remixed, synchronized, or incorporated into another work unless such activity is expressly authorized under the applicable License.Any use beyond the scope of the applicable License constitutes unauthorized use and may result in termination of the applicable License, subject to this Agreement and applicable law.

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33. ARTIFICIAL INTELLIGENCE (AI), MACHINE LEARNING, AND AUTOMATED SYSTEMS RESTRICTIONS

Unless the Service Provider provides prior express written authorization, the Deliverables and all associated production materials shall not be:used to train, fine-tune, validate, benchmark, or evaluate any artificial intelligence, machine learning, deep learning, neural network, generative model, or other automated systemincorporated into datasets used for automated content generationanalyzed for the purpose of creating synthetic reproductions or imitations of the Deliverablesused to generate substantially similar musical works through automated systemsreproduced through voice-cloning, music-generation, style-transfer, or similar technologies included within any public or private training dataset intended for artificial intelligence development.For purposes of this Agreement, production materials include:~stems,
~MIDI files,
~project files,
~isolated instrument recordings,
~alternate mixes,
~drafts,
~previews, and
~other materials created during production.Nothing in this Section shall prohibit lawful playback, streaming, accessibility features, indexing by search engines, or other ordinary technological processes that are not intended to train or improve artificial intelligence systems.Unauthorized use of the Deliverables in violation of this Section constitutes a material breach of this Agreement.

34. ATTRIBUTION AND CREDIT REQUIREMENTS

Unless otherwise agreed in writing, the Client agrees to provide reasonable attribution to the Service Provider wherever production credits are customarily displayed for the Approved Project.Unless the parties agree upon a different credit, attribution shall identify the Service Provider as:Music provided under license by: Eeelize → (portfolio link here)or another credit format designated in writing by the Service Provider. Any links provided or required by the Service Provider must be clickable and attached in full accurately.The Client shall not knowingly remove, obscure, alter, or misrepresent attribution once properly provided where credits are customarily displayed.Nothing in this Section requires attribution where the applicable platform, medium, or format does not customarily provide production credits or where the parties expressly agree in writing to waive attribution.Failure to provide required attribution after reasonable written notice and an opportunity to correct the omission constitutes a material breach of this Agreement.

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35. RESERVED RIGHTS OF THE SERVICE PROVIDER

The Service Provider retains all rights not expressly granted to the Client under this Agreement.Without limiting the foregoing, the Service Provider reserves the right to:
~identify themselves as the creator of the Deliverables~display completed Deliverables in portfolios, websites, social media, demo reels, professional presentations, award submissions, convention materials, educational presentations, interviews, and promotional materials~use reasonable excerpts of completed Deliverables for self-promotional purposes~list the Approved Project and the Client's publicly known project title in professional résumés, credits, and business materials unless prohibited by a valid written NDA~retain archival copies of all Deliverables and production materials~maintain internal backups and business records~register copyrights and other intellectual property rights~enforce copyrights and pursue infringement claims~issue DMCA takedown notices, Content ID claims, and other lawful enforcement requests; and~defend the Service Provider's authorship and ownership rights.The Client may request a reasonable delay in public portfolio display prior to the public release of the Approved Project. Any such delay must be agreed upon in writing by the Service Provider.Nothing in this Section authorizes the Service Provider to disclose confidential information protected by a valid written NDA.

36. COPYRIGHT ENFORCEMENT, DMCA, AND CONTENT ID

The Service Provider reserves the right to protect and enforce all copyrights and intellectual property rights associated with the Deliverables to the fullest extent permitted by applicable law.The Service Provider may, in their reasonable business judgment, take lawful enforcement actions including, without limitation:~issuing Digital Millennium Copyright Act (DMCA) takedown notices~submitting copyright infringement complaints to online platforms~submitting Content ID or similar automated rights-management claims~requesting removal of unauthorized uploads or distributions~contacting distributors, publishers, storefronts, or hosting providers regarding unauthorized use~pursuing negotiated resolutions, and~pursuing legal remedies available under applicable law.The Client acknowledges that the Service Provider may use copyright management systems, fingerprinting systems, Content ID systems, and similar technologies to identify and manage use of the Deliverables.A lawful License granted under this Agreement shall not be considered infringement solely because the Deliverables are identified by an automated rights-management system. The Client agrees to notify the Service Provider in good faith if a lawful use is mistakenly flagged so that the parties may reasonably cooperate to resolve the issue.Nothing in this Section obligates the Service Provider to pursue enforcement in every instance of suspected infringement.

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37. UNAUTHORIZED USE AND INFRINGEMENT

Any use of the Deliverables outside the scope of the applicable License constitutes unauthorized use.Unauthorized use may include, without limitation:~public release before the License becomes effectiveuse in an unapproved project~redistribution of the Deliverables~unauthorized commercial exploitation~unauthorized AI training or dataset use~unauthorized sub-licensing or transfer~removal of required attribution where applicable, and~any other use prohibited by this Agreement.
Upon discovery of unauthorized use, the Service Provider may provide Written Notice demanding cessation of the unauthorized activity.Failure to cure the unauthorized use within a reasonable period after Written Notice, where cure is reasonably possible, constitutes a material breach of this Agreement.The Service Provider reserves all rights and remedies available under this Agreement and applicable law, including claims for injunctive relief, statutory damages where available, actual damages, profits attributable to infringement, attorneys' fees where authorized by statute or court order, and other lawful remedies.No delay in enforcement shall constitute a waiver of the Service Provider's rights.

38. MATERIAL BREACH

For purposes of this Agreement, a Material Breach includes any substantial violation that defeats or materially impairs the purpose of the Agreement, including, without limitation:~fraudulent payment activity~bad-faith chargebacks or payment reversals~unauthorized use of Deliverables~copyright infringement~unauthorized AI or machine-learning use~unauthorized sub-licensing or transfer of License rights~material violation of confidentiality obligations~intentional removal or falsification of required attribution where applicable~harassment, threats, or abusive conduct toward the Service Provider~intentional misrepresentation of project ownership or authority~distribution of Deliverables in violation of this Agreement, or~any other substantial violation of this Agreement that remains uncured after reasonable Written Notice where cure is reasonably possible.Upon a Material Breach, the Service Provider may, to the extent permitted by applicable law and this Agreement:~suspend Services~terminate the applicable License~withhold Deliverables~refuse future commissions~pursue enforcement remedies, and~exercise any other rights available under this Agreement or applicable law.Termination for Material Breach shall not affect rights or obligations that accrued before termination.

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39. CANCELLATION AND TERMINATION

Either party may request cancellation of a commission before Final Delivery by providing Written Notice.The Service Provider reserves the right to terminate this Agreement or any individual commission, in whole or in part, upon Written Notice where:~the Client commits a material breach of this Agreement~continued performance becomes unlawful~the Client fails to satisfy payment obligations~the Client repeatedly fails to provide information reasonably necessary to complete the commission; the Client engages in conduct described in Section 15 (Communication, Project Management, & Client Conduct) of this Agreement, or~termination is otherwise permitted under these Terms of Service or applicable law.The Client may request cancellation at any time before Final Delivery. Any refund shall be governed exclusively by Section 11 (Refund Policy) and any other applicable provisions of this Agreement.Termination shall not affect any rights, obligations, or remedies that accrued prior to the effective date of termination.Nothing in this Section limits any rights that cannot be waived under applicable law.

40. SUSPENSION OF SERVICES

The Service Provider may temporarily suspend performance of Services when reasonably necessary to protect the interests of either party or to facilitate orderly completion of the commission.Grounds for suspension may include, without limitation:~overdue payments~unresolved Scope Modifications~pending Client approvals~missing project materials~technical failures~security concerns~suspected fraud~legal compliance issues~illness~family emergencies~force majeure events, or~other circumstances that materially interfere with performance.Suspension of Services shall not, by itself, constitute cancellation of the commission.Estimated delivery dates shall be extended by a reasonable period corresponding to the duration of the suspension and any scheduling adjustments reasonably required thereafter.The Service Provider shall resume work once the circumstances giving rise to the suspension have been satisfactorily resolved, subject to production availability.

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41. ABANDONED PROJECTS

A commission may be designated as abandoned if the Client remains unresponsive for thirty (30) consecutive calendar days after the Service Provider has requested information, approval, payment, or other action reasonably necessary to continue the commission.Before designating a project as abandoned, the Service Provider shall make at least one reasonable Written Notice informing the Client of the potential consequences of continued non-response.Upon designation of a project as abandoned, the Service Provider may:~remove the project from the active production schedule~close the commission file~archive or delete project materials in accordance with the Service Provider's file retention practices~require a restart or rescheduling fee before resuming work, provided such fees were previously disclosed and/or agreed upon, and~require the commission to proceed under the Service Provider's then-current pricing, policies, and Terms of Service.Designation of a project as abandoned does not transfer ownership of any Deliverables or intellectual property to the Client.Any License granted under this Agreement remains subject to its original terms unless otherwise terminated or modified in writing.

42. EFFECTS OF TERMINATION

Upon termination or cancellation of a commission:~all unpaid amounts that have become due shall remain payable~all Deliverables for which no effective License has been granted shall remain the exclusive property of the Service Provider~the Client shall immediately cease any unauthorized use of Deliverables~all rights expressly reserved by the Service Provider shall continue in full force and effect, and~any provisions of this Agreement intended by their nature to survive termination shall remain enforceable.Termination of this Agreement shall not impair:~copyright ownership~accrued payment obligations~confidentiality obligations~intellectual property protections~limitation of liability~indemnification obligations~dispute resolution provisions~governing law provisions, or~any other provision that reasonably should survive termination.Where a License has been validly granted before termination, that License shall continue only to the extent expressly permitted by its terms and provided the Client remains in compliance with this Agreement.

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43. INDEPENDENT CONTRACTOR RELATIONSHIP

The Service Provider performs all Services as an independent contractor.Nothing contained in this Agreement shall be interpreted as creating an employer-employee relationship, partnership, joint venture, agency relationship, fiduciary relationship, franchise, or other legal association between the parties.The Client acknowledges that the Service Provider retains sole control over the:~methods, techniques, equipment, software, personnel, production schedule, artistic decisions, and workflow used to perform the Services, provided the Deliverables substantially conform to the agreed project specifications.Neither party has authority to bind, represent, or incur obligations on behalf of the other except through express written authorization.Each party shall remain solely responsible for its own taxes, insurance, licenses, permits, registrations, and legal obligations arising from its respective business activities unless otherwise required by applicable law.

44. DISCLAIMERS

The Service Provider shall perform the Services in a professional manner consistent with generally accepted industry practices.Except as expressly provided in this Agreement, the Deliverables and Services are provided on an "as available" and "as delivered" basis.To the fullest extent permitted by applicable law, the Service Provider disclaims all warranties not expressly stated in this Agreement, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, or compatibility with third-party software, hardware, platforms, or services.The Service Provider does not warrant or guarantee:~commercial success~profitability~audience growth~monetization~publication~platform approval~award recognition~search ranking~algorithmic promotion~compatibility with future technologies~acceptance by publishers, distributors, investors, broadcasters, or third-party services, or~any business outcome resulting from use of the Deliverables.Creative works involve subjective artistic judgment. Satisfaction with artistic style, musical taste, or creative interpretation beyond the agreed project specifications is not guaranteed and shall not, by itself, constitute defective performance.

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45. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, the total aggregate liability of the Service Provider arising out of or relating to this Agreement, regardless of the legal theory asserted, shall not exceed the total amount actually paid by the Client to the Service Provider for the specific commission giving rise to the claim.To the fullest extent permitted by applicable law, the Service Provider shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including, without limitation:~lost profits~lost revenue~lost business opportunities~loss of goodwill~business interruption~loss of anticipated savings~reputational harm~data loss~third-party claims or~delays caused by circumstances beyond the Service Provider's reasonable control.Nothing in this Agreement excludes or limits liability for fraud, willful misconduct, or any liability that cannot lawfully be limited or excluded under applicable law.

46. INDEMNIFICATION

To the fullest extent permitted by applicable law, the Client agrees to defend, indemnify, and hold harmless the Service Provider from and against any third-party claims, damages, liabilities, judgments, reasonable costs, and reasonable attorneys' fees arising directly from:~materials supplied by the Clientthe Client's unauthorized use of the Deliverablesthe Client's infringement of third-party intellectual property rightsthe Client's violation of this Agreementthe Client's unlawful conduct, orthe Client's negligent or intentional misconduct.The Service Provider shall promptly notify the Client of any claim subject to indemnification and shall reasonably cooperate in the defense of such claim.The Client shall not settle any indemnified claim in a manner that admits fault on behalf of the Service Provider or imposes obligations upon the Service Provider without the Service Provider's prior written consent, which shall not be unreasonably withheld.

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47. FORCE MAJEURE

Neither party shall be liable for delays or failure to perform obligations under this Agreement to the extent such delay or failure results from circumstances beyond that party's reasonable control.Force majeure events may include, without limitation:~natural disasters~severe weather~earthquakes~floods~fires~pandemics or epidemics~war~terrorism~civil unrest~labor disputes~governmental actions~utility failures~widespread internet outages~cyberattacks affecting critical infrastructure~failures of third-party platforms or payment processors~hardware failures~software failures~serious illness~family emergencies; or~other comparable events beyond the affected party's reasonable control.The affected party shall provide Written Notice within a reasonable time after becoming aware of the force majeure event when reasonably practicable.Performance shall resume as soon as reasonably possible after the force majeure event has concluded.If a force majeure event continues for an extended period such that completion of the commission becomes impracticable, either party may request termination of the affected commission through Written Notice. Any refund shall be determined in accordance with Section 12 of this Agreement.

48. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.The parties agree to first make a good-faith effort to resolve any dispute through direct communication before initiating formal legal proceedings.Subject to any rights that cannot be waived under applicable law, any legal action arising out of or relating to this Agreement shall be brought in a state or federal court of competent jurisdiction located within the State of California.Each party consents to the personal jurisdiction of such courts for purposes of resolving disputes arising under this Agreement.Nothing in this Section limits either party's right to seek temporary, preliminary, or permanent injunctive or equitable relief where authorized by applicable law, including relief relating to intellectual property rights, confidentiality obligations, or unauthorized use of the Deliverables.

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49. DISPUTE RESOLUTION

Before commencing litigation, the parties agree to make a good-faith effort to resolve any dispute through informal discussions.Either party may provide Written Notice describing the nature of the dispute and the relief requested.Upon receipt of such Written Notice, the parties shall make reasonable efforts to communicate and resolve the dispute in a timely manner.Nothing in this Section prevents either party from:~seeking emergency equitable relief~enforcing intellectual property rights~responding to payment fraud~complying with legal process, or~exercising any other rights that cannot lawfully be restricted.The failure of either party to immediately enforce any provision of this Agreement shall not constitute a waiver of future enforcement.

50. ELECTRONIC COMMUNICATIONS AND ELECTRONIC SIGNATURES

The parties agree that electronic communications may be used to conduct business under this Agreement.Written Notices, invoices, approvals, project confirmations, revision requests, scope modifications, licenses, and other project-related communications transmitted through an Approved Platform shall have the same effect as communications transmitted by other written means, to the extent permitted by applicable law.Where signatures are required, the parties agree that electronic signatures, digital signatures, or signatures executed through an Approved Platform shall be deemed valid and enforceable to the fullest extent permitted by applicable law, including the California Uniform Electronic Transactions Act and any other applicable electronic signature laws.Neither party shall deny the legal effect of an otherwise valid agreement solely because it was formed or signed electronically.

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51. SEVERABILITY

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, unenforceable, or incapable of enforcement, the remaining provisions shall continue in full force and effect to the fullest extent permitted by applicable law.To the extent reasonably possible, any invalid provision shall be interpreted or modified by the court only to the minimum extent necessary to preserve its lawful effect while maintaining the original intent of the parties.The invalidity of any single provision shall not affect the validity or enforceability of any remaining portion of this Agreement.

52. WAIVER

No failure or delay by either party in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver of that right or any other right.Any waiver of a provision of this Agreement shall be effective only if made expressly in writing by the party granting the waiver.A waiver of one breach shall not constitute a waiver of any prior, subsequent, or continuing breach.

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53. ENTIRE AGREEMENT

This Agreement, together with any applicable Composer Services Agreement, commission proposal, invoice, approved License, written amendment, or other document expressly incorporated by reference, constitutes the entire agreement between the parties concerning the Services.This Agreement supersedes all prior or contemporaneous oral or written understandings relating to the same subject matter.The parties acknowledge that neither party has relied upon any representation, promise, or statement not expressly contained within the documents comprising the Agreement.In the event of any conflict between these Terms of Service and a separately executed Composer Services Agreement, the Composer Services Agreement shall govern only to the extent of the specific conflict for the applicable commission. All remaining provisions of these Terms of Service shall remain in full force and effect.

54. ASSIGNMENT

The Client shall not assign, transfer, delegate, sublicense, or otherwise convey any rights or obligations arising under this Agreement without the prior express written consent of the Service Provider, except where assignment is required by applicable law.The Service Provider may assign or delegate rights or obligations under this Agreement to a successor business entity, purchaser of substantially all business assets, or affiliated entity, provided such assignment does not materially diminish the Client's rights under this Agreement.Any attempted assignment made in violation of this Section shall be void to the extent permitted by applicable law.

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55. SURVIVAL

The provisions of this Agreement that by their nature are intended to survive completion, cancellation, expiration, or termination shall remain in effect after the commission concludes.Such provisions include, without limitation:~payment obligations accrued before termination~intellectual property rights~copyright ownership~licensing restrictions~confidentiality obligations~attribution requirements~limitation of liability~indemnification~governing law~dispute resolution~reserved rights of the Service Provider, and~any other provision reasonably intended to survive.

56. AMENDMENTS TO THESE TERMS

The Service Provider reserves the right to amend or update these Terms of Service from time to time.Updated Terms of Service shall become effective on the Effective Date identified within the revised version.Unless otherwise required by applicable law, amendments shall apply prospectively and shall not materially alter the rights or obligations governing commissions that were accepted before the Effective Date of the revised Terms, unless the parties expressly agree otherwise in writing.The current version of these Terms of Service shall be made available through the Service Provider's designated business platform or website.Continued use of the Service Provider's Services after the effective date of updated Terms shall constitute acceptance of those updated Terms with respect to commissions initiated after the update.

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57. CONTACT INFORMATION

Questions regarding these Terms of Service, licensing, commissioned Services, or legal notices should be directed through the Service Provider's designated business contact methods.Official business contact information may include the Service Provider's website, designated business email address, commission platform profile, or other contact methods expressly identified by the Service Provider.The Service Provider may update business contact information from time to time without requiring amendment of any other provision of this Agreement, provided the updated information is made reasonably available to Clients..

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SeverabilityIf at any time any of the provisions set forth in these Terms and Conditions are found to be inconsistent or invalid under applicable laws, those provisions will be deemed void and will be removed from these Terms and Conditions. All other provisions will not be affected by the removal and the rest of these Terms and Conditions will still be considered valid.ChangesThese Terms and Conditions may be amended from time to time in order to maintain compliance with the law and to reflect any changes to the way we operate our Site and the way we expect users to behave on our Site. We will notify users by email of changes to these Terms and Conditions or post a notice on our Site.Contact DetailsPlease contact me if you have any questions or concerns. Our contact details are as follows:Discord: eeelize. (include period!)
[email protected]Effective Date: 28th day of July, 2026