Epirus Terms of Service

Effective date: {{EFFECTIVE_DATE}} Last updated: {{LAST_UPDATED}}

Not yet legal advice, and not yet reviewed. This document was drafted from the Epirus product itself — the code, the database, the help pages — by a writer who is not a lawyer. It has not been reviewed by qualified counsel. Nothing in it is legal advice to you or to us. Before Epirus relies on this agreement, or presents it to a member as binding, it must be reviewed and adopted by an attorney licensed in {{GOVERNING_LAW_STATE}} with music-industry, payments and privacy experience. Sections marked [COUNSEL] are the ones that most need that review.

The short version

This is a summary. It is not the agreement — the numbered sections below are. Where the summary and a numbered section disagree, the numbered section wins.

• Epirus is a platform. Artists release music, sell things, collect subscriptions, run streams and make agreements with each other. We provide the tools. We are not your label, your manager, your bank, your escrow agent or your lawyer.
• You keep the copyright in everything you upload. You give us the licence we need to actually run the service — host it, stream it, show it to the people you released it to.
• The contract writer produces templates, not legal advice. No attorney-client relationship exists between you and Epirus, ever. Have a real lawyer read anything that matters.
• EXP and EIP are points. They cannot be bought, sold, or cashed out. They have no cash value. They are not money, not securities, and not your property.
• Money moves through Stripe. Epirus never holds your bank details. When you sell something, you are the seller — you owe the buyer the thing, and you owe your government the tax.
• You are responsible for what you upload and what you say. If someone sues us because of it, you cover us.
• Our liability to you is capped, and we disclaim a lot. Some things cannot be disclaimed and we do not try — see Section 33.
• Disputes go to individual arbitration, unless you opt out within 30 days. See Section 35.

Table of contents

1. Who we are and what this agreement covers
2. Accepting these Terms
3. Eligibility, age and minors
4. Your account and your security
5. Face ID, Touch ID and device biometrics
6. What Epirus is — and what it is not
7. Your content, and the licence you grant us
8. Warranties you give us about your content
9. Rules of conduct
10. Moderation: our rights, and the absence of a duty
11. Copyright, the DMCA, and repeat infringers
12. Releases, credits and revenue splits
13. The contract writer
14. Agreements between members, signatures and anchoring
15. Beat Maker, Cover Studio and other generated content
16. Buying and selling on Epirus
17. Services and bookings
18. Subscriptions, tiers, gifts and gates
19. Events and tickets
20. Payments, Stripe and payouts
21. Refunds, cancellations and chargebacks
22. The wallet cash balance
23. Taxes
24. EXP and EIP
25. Creator coins
26. EFTs and digital collectibles
27. Competitions, challenges and EXP wagers
28. Governance
29. Live streaming and messaging
30. Third-party services, links and app stores
31. Changes to the service; beta features
32. Suspension, termination and what survives
33. Disclaimer of warranties
34. Limitation of liability
35. Indemnification
36. Dispute resolution: arbitration and class action waiver
37. Governing law and venue
38. Severability, and how it works
39. Jurisdiction-specific terms
40. Notices, electronic communication and general terms
41. Changes to these Terms
42. How to reach us

1. Who we are and what this agreement covers

1.1 Epirus is operated by {{LEGAL_ENTITY_NAME}}, a {{ENTITY_TYPE_AND_JURISDICTION}} with its registered address at {{REGISTERED_ADDRESS}} ("Epirus", "we", "us", "our").

1.2 These Terms govern your use of everything we run under the Epirus name: the website, the iPhone and iPad app, the Mac app, our APIs, and every feature reachable through them (together, the "Service"). "You" means the person using it. If you are using Epirus for a company, label, studio or band, you promise you have authority to bind that organisation, and "you" means both you and it.

1.3 Some parts of the Service have extra rules attached — a competition's own rules, a beat licence's terms, a subscription tier's description. Those apply in addition to these Terms. If a specific rule conflicts with these Terms on the same point, the specific rule governs that point only, and everything else here still applies.

1.4 The Epirus Privacy Policy is part of this agreement by reference. So is any acceptable-use or community guideline document we publish and link from the Service.

2. Accepting these Terms

2.1 You accept these Terms by creating an account, or by using the Service at all. If you do not accept them, do not use the Service.

2.2 These Terms include an arbitration agreement and a class action waiver in Section 36. Read it. It changes how disputes between us get resolved, and you can opt out of it within 30 days.

3. Eligibility, age and minors

3.1 The floor. You must be at least 13 years old to have an Epirus account. Where local law sets a higher age for consenting to online services or to the processing of personal data, that higher age applies to you.

3.2 Under 13, never. The Service is not directed to children under 13 and we do not knowingly permit anyone under 13 to create an account or to provide us personal information. If we learn that an account belongs to someone under 13, we will close it and delete the associated personal data, subject to the records we are legally required to keep.

3.2a How we check. When you set up your profile we ask for your date of birth. We ask before anything else, we keep the answer, and you cannot change it yourself afterwards — if it is wrong, support will correct it once they have confirmed the account is yours. Giving us a false date of birth is a breach of these Terms, and an account we later find to be below the minimum age is closed under Section 3.2 regardless of what was entered at signup.

3.3 Selling, earning and signing if you are a minor. If you are old enough for an account but under 18 (or under the age of majority where you live):

• a parent or legal guardian must review and accept these Terms with you, and by using the Service you confirm that has happened;
• you may not connect a payout account, sell anything, take bookings, or receive money without your parent or guardian doing so on your behalf and in their name — Stripe's own terms set their own age floors, and we cannot override them;
• agreements you sign on Epirus may be voidable by you. Contracts with minors generally are. Everyone on the other side of an agreement with a minor should understand that, and Epirus does not warrant that any agreement made through the Service is enforceable against a minor.

3.4 A minor's account and their earnings. If we learn that an account holder is a minor who has been earning through the Service, we may suspend further payouts until a parent or guardian is verified on the account. Money already earned is not forfeited; it is held to the account's credit and released to the verified parent or guardian. We may require documentation before releasing it.

3.5 Where you are. You may not use the Service if you are located in, ordinarily resident in, or acting on behalf of a country or person subject to comprehensive US sanctions, or if you appear on a US government denied-party list. You are responsible for whether the Service is lawful where you are.

4. Your account and your security

4.1 Keep your credentials to yourself. You are responsible for everything that happens under your account, whether or not you did it, unless the cause was our own failure.

4.2 Tell us at support@epirus.club as soon as you suspect unauthorised access.

4.3 One human, one account, unless we agree otherwise in writing. Do not create an account by automated means, do not sell or rent your account, and do not create a new account to evade a suspension.

4.4 Nobody at Epirus will ever ask you for your password or your full card number — not in a support ticket, not by email, not in a direct message. If a message asks for either, it is not us, and giving it up is not something we can undo for you.

4.5 We may require verification of your identity, your rights in a piece of work, or your authority over an artist name before enabling certain features (verification badges, artist claims, payouts, higher-value sales). We may refuse or revoke that verification at our discretion.

5. Face ID, Touch ID and device biometrics

5.1 Certain actions in the Epirus iPhone, iPad and Mac apps — approving a payment, requesting a payout, signing an agreement — can be confirmed with Face ID or Touch ID.

5.2 Epirus never receives, collects, stores or has access to your biometric data. Face ID and Touch ID are features of your Apple device. The scan of your face or fingerprint is captured by the device, is matched by the device, and never leaves the device's Secure Enclave. Apple does not give apps access to it, and Epirus does not ask for it. All the app ever receives back from the operating system is a yes-or-no answer: this device was unlocked by its owner, or it was not.

5.3 We do not collect, capture, purchase, receive through trade, store, transmit, disclose, redisclose, sell, lease or otherwise profit from any biometric identifier or biometric information, as those terms are used in the Illinois Biometric Information Privacy Act, the Texas CUBI statute, the Washington biometric statute, or any comparable law. There is no biometric retention schedule because there is nothing retained.

5.4 The web version of Epirus cannot use Face ID or Touch ID; browsers do not expose them. That is why some money-moving and signing actions hand off to the app. A signature recorded on the web is recorded against your authenticated account, and is a valid signature under Section 14; the app's biometric confirmation is an additional proof of who signed, not the thing that makes a signature count.

6. What Epirus is — and what it is not

6.1 Epirus provides hosting, distribution, discovery, commerce and collaboration tools to musicians and the people who support them. That is all it provides.

6.2 Specifically, and for the avoidance of doubt, Epirus is not:

6.3 We may show you a payout figure built from a floor amount and a merit share weighted by engagement on your work. Those figures are calculated by us in good faith and itemised so you can see how they were reached. They are not a promise of future earnings, and past payouts predict nothing.

7. Your content, and the licence you grant us

7.1 You keep your rights. You own what you make. Uploading music, video, artwork, a podcast, a post, a message or a comment ("Your Content") does not transfer any copyright to Epirus. We claim no ownership.

7.2 The licence. So that we can actually run the Service, you grant Epirus a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable and transferable licence to host, store, cache, reproduce, reformat, transcode, resize, compress, encrypt, adapt for delivery, create technical derivatives of, publicly perform, publicly display, communicate to the public, and distribute Your Content, in each case:

• for the purpose of operating, securing, improving and promoting the Service, and
• within the audience you chose. If you gated a track to subscribers, this licence does not let us play it to anyone else. If you released it publicly, it does.

7.3 Promotion. The licence includes the right to use excerpts of Your Content, your name, your artist name, your avatar and your cover art to promote the Service and to promote you within it — on our own surfaces, in editorial placements, in playlists, on hero shelves, and in advertising for Epirus. You can withdraw permission for external advertising specifically by writing to {{LEGAL_EMAIL}}; we will stop using it in new campaigns within 30 days, and we are not obliged to recall material already distributed.

7.4 Sublicensing, and what it is for. The sublicence right exists so we can use ordinary infrastructure — a CDN, a transcoder, a storage provider, a live-streaming provider — and so that the audience you granted access to can play your work. It is not a right for us to license your music out to third parties for their own use, and we will not.

7.5 Duration. The licence lasts as long as Your Content is on the Service, plus a reasonable technical period afterwards for backups, caches and logs to age out. It survives your account deletion only to the extent set out in Section 32.6 — chiefly, where the work is subject to a revenue split with other people, or a licence you already sold to a buyer.

7.6 Feedback. If you send us an idea, a bug report, a feature request or a governance proposal, we can use it freely and without owing you anything. Do not send us anything you want to keep or be paid for.

7.7 No obligation to host. We do not have to publish, keep, distribute or continue distributing anything. See Section 10.

8. Warranties you give us about your content

You represent and warrant, every time you upload or publish, that:

8.1 You own Your Content, or you have every licence, consent, clearance, release and permission needed for it to be on Epirus and to be used as described in Section 7.

8.2 This specifically includes: the master recording rights; the composition/publishing rights, including any co-writer's; any sample, interpolation or replay, cleared in writing; any featured performer, session player or vocalist; any producer you owe points to; anyone appearing in your video or artwork; any trademark on your cover art; and any third-party stem, loop or preset pack whose licence you have actually read.

8.3 Your Content does not infringe anyone's copyright, trademark, patent, trade secret, moral rights, publicity rights or privacy rights, and is not defamatory, obscene, or unlawful.

8.4 You are not subject to any exclusive recording, publishing, distribution or management agreement that Your Content on Epirus would breach. If you are signed, that is between you and whoever signed you — but you are telling us it is fine.

8.5 If you set a revenue split, every named collaborator's percentage is accurate and agreed, and you are authorised to bind anyone you are acting for.

8.6 Content you upload that was generated wholly or partly by an AI system was generated by a system you were entitled to use, on terms that permit the commercial use you are making of the output, and you have complied with any attribution or disclosure obligation those terms impose.

8.7 These warranties are the basis on which we host anything. Breaching them is a material breach of this agreement and triggers Section 35.

9. Rules of conduct

You will not, and will not help anyone else to:

9.1 Rights. Upload, sell, licence, stream or distribute anything you do not have the rights to. Claim someone else's work as yours. Register a track, split or contract against work that is not yours.

9.2 Impersonation. Pretend to be another artist, a label, a brand, a moderator or a member of Epirus staff. Claim an artist profile that is not yours.

9.3 Fraud and manipulation. Inflate plays, likes, follows, subscriber counts, EXP, engagement metrics or competition results by any artificial means — bots, click farms, scripts, incentivised loops, or coordinated accounts. Manipulate the payout pool. Launder money through sales, tips, tickets or collectibles. Use stolen cards. Structure transactions to disguise their source.

9.4 Harm to people. Harass, stalk, threaten, dox, or incite violence against anyone. Post sexual content involving minors — which we report to NCMEC and to law enforcement, without notice to you and without exception. Post non-consensual intimate imagery. Promote self-harm, terrorism, or the sale of weapons or controlled substances.

9.5 Harm to the Service. Probe, scan, overload, reverse-engineer, decompile, or circumvent any technical protection, rate limit, access gate or authentication. Scrape the Service, including for the purpose of training a machine-learning model, without our written permission. Extract, copy or redistribute the audio, video or database contents. Interfere with content gates or DRM. Access another member's account or data.

9.6 Misuse of the marketplace. List something you cannot deliver. Take payment off-platform to avoid fees when the introduction happened here. Sell prohibited goods. Use the Service as a front for a business unrelated to music without telling us.

9.7 Spam. Bulk-message, chain-message, or use direct messages, comments, live chat or support tickets to advertise unrelated products.

9.8 Gaming EXP. Create accounts, plays, uploads or interactions whose purpose is to accrue EXP, EIP or levels rather than to use the Service. We will remove points obtained this way, and we do not owe you anything for them.

10. Moderation: our rights, and the absence of a duty

10.1 We may — at any time, with or without notice, in our sole discretion, and without liability to you — remove, restrict, age-restrict, demonetise, de-index, unfeature, mute, take down, suspend, gate, or refuse to publish any content or account.

10.2 We are not obliged to monitor. We have the right to review content and we sometimes will, but no clause of this agreement creates a duty to review, screen, filter or moderate, and the fact that we removed one thing does not create an obligation to remove another.

10.3 Epirus is a provider of an interactive computer service as defined in 47 U.S.C. § 230. We are not the publisher or speaker of content provided by members, and nothing in these Terms — including our reservation of moderation rights — is a waiver of any protection available under Section 230, under the DMCA safe harbours, or under any comparable law elsewhere (including the intermediary liability provisions of the EU Digital Services Act and the UK's equivalents).

10.4 Reporting. Anyone can report content, abuse, impersonation or stolen work from the support page or at support@epirus.club. We review reports in the order they arrive and act where we think action is warranted. We do not promise an outcome, a timescale, or an explanation, and we may decline to tell a reporter what we did.

10.5 Appeals. If we act against your account or your content, you can appeal by opening a support ticket. We will look again. Where the EU Digital Services Act, the UK Online Safety Act or another law gives you a specific right to reasons, to an internal complaints process, or to out-of-court dispute settlement, you have that right and this section does not reduce it.

11. Copyright, the DMCA, and repeat infringers

11.1 We respect copyright and we expect you to. If you believe something on Epirus infringes a copyright you own or control, send a notice to our designated agent.

11.2 Our designated agent under 17 U.S.C. § 512(c)(2):

`` {{DMCA_AGENT_NAME}} {{LEGAL_ENTITY_NAME}} {{DMCA_AGENT_ADDRESS}} Email: {{DMCA_AGENT_EMAIL}} Phone: {{DMCA_AGENT_PHONE}} ``

[COUNSEL] This agent must also be registered with the US Copyright Office through its online Designated Agent Directory, and the registration renewed every three years. Publishing the name here does not by itself confer safe harbour.

11.3 What a takedown notice must contain. To be effective, your notice must include all of the following:

1. A physical or electronic signature of the copyright owner or someone authorised to act for them.
2. Identification of the copyrighted work you say has been infringed. If you are covering multiple works in one notice, a representative list.
3. Identification of the material you say is infringing, with enough detail for us to find it — a URL, a track ID, a timestamp in a stream.
4. Your name, address, telephone number and email address.
5. A statement that you have a good faith belief that the use is not authorised by the copyright owner, its agent, or the law.
6. A statement that the information in the notice is accurate, and — under penalty of perjury — that you are the owner or are authorised to act for the owner.

11.4 Misrepresentation. Under 17 U.S.C. § 512(f), anyone who knowingly materially misrepresents that material is infringing may be liable for damages, including costs and legal fees. We do read notices with that in mind.

11.5 What we do. On receiving a complete notice, we will expeditiously remove or disable access to the material, take reasonable steps to notify the member who posted it, and forward them a copy of your notice — including your name and contact details, which you should assume the other side will see.

11.6 Counter-notice. If your material was removed and you believe that was a mistake or a misidentification, you may send a counter-notice to the same agent, containing:

1. Your physical or electronic signature.
2. Identification of the material removed and the location it appeared before removal.
3. A statement under penalty of perjury that you have a good faith belief the material was removed as a result of mistake or misidentification.
4. Your name, address and telephone number.
5. A statement that you consent to the jurisdiction of the Federal District Court for the district where you live — or, if you are outside the United States, of any judicial district in which Epirus may be found — and that you will accept service of process from the person who sent the original notice or their agent.

11.7 What happens next. We will forward your counter-notice to the original complainant. If they do not tell us within 10 to 14 business days that they have filed a court action seeking to restrain you, we may restore the material. We are not obliged to restore it if there is an independent reason to keep it down.

11.8 Repeat infringers. We maintain and reasonably implement a policy of terminating, in appropriate circumstances, the accounts of members who are repeat infringers. Repeated valid notices against you will cost you your account, along with any monetisation on it. What counts as "repeat" and "appropriate" is our judgment, informed by the number and seriousness of the notices, whether counter-notices were filed, and whether the pattern looks deliberate.

11.9 Trademark, publicity and other rights. Complaints that are not about copyright — a stolen artist name, a brand on cover art, someone using your face — go to {{LEGAL_EMAIL}} with the same level of detail. We handle them under Section 10 rather than under the DMCA.

11.10 Outside the US. Members in the EU may also use the notice-and-action route required by Article 16 of the Digital Services Act, at {{LEGAL_EMAIL}}.

12. Releases, credits and revenue splits

12.1 Splits are yours to set. Before a release, you can assign each collaborator a percentage. From then on, qualifying payments against that work divide according to those percentages automatically, before the money reaches anyone.

12.2 We execute; we do not adjudicate. Epirus applies the split you configured. We do not verify that a split is fair, that everyone named agreed to it, that the percentages match a signed agreement, or that anyone omitted should have been included. If a split is wrong, that is a dispute between the people named on it, and it is theirs to resolve.

12.3 Changing a split. Splits can generally only be changed before release, or afterwards with the agreement of the affected parties, and a change is not retroactive: money already distributed under an earlier split stays distributed. Recovering it is a matter between the members.

12.4 Disputes. If we receive credible, conflicting claims to the same revenue, we may — but need not — freeze the disputed amounts until the claimants give us a written agreement, or a court or arbitrator tells us who gets what. We may charge reasonable costs of doing so against the frozen amount. Freezing funds is not an opinion about who is right.

12.5 Credits. Credits shown on a release are supplied by members. We do not verify them and they are not a legal determination of authorship, ownership or entitlement.

12.6 Registration elsewhere. A split on Epirus is not a registration with a PRO, the MLC, SoundExchange, a collecting society or a copyright office. It does not affect what those bodies pay, and it is not a substitute for registering. That work is yours.

13. The contract writer

Read this section even if you read nothing else in this agreement.

13.1 What it is. Epirus includes a feature that produces draft music-industry documents — beat licences, collaboration agreements, producer agreements, recording agreements, sync licences, management agreements, collectible terms — from a description you type. The draft is generated by a large language model, or, when that model cannot be reached, assembled from a fixed stock template.

13.2 It is not legal advice, and we are not your lawyers.

• {{LEGAL_ENTITY_NAME}} does not practise law, is not a law firm, and does not employ lawyers acting for you.
• No attorney-client relationship is created between you and Epirus, or between you and anyone connected with Epirus, by using this feature, by reading its output, by asking it a follow-up question, or by anything else in the Service. No such relationship can be created except by a separate written engagement letter signed by an attorney, and we do not offer one.
• Nothing the feature produces is legal advice, a legal opinion, or a recommendation about your situation. It is a document template. It does not know your jurisdiction, your existing contracts, your PRO membership, your immigration status, your tax position, your prior deals, or the law that actually governs the deal you are about to make.
• No confidentiality or privilege attaches. What you type into it is not protected by attorney-client privilege or the work-product doctrine. Treat it as you would treat a document you posted somewhere. If a court asks us for it, privilege is not a reason we can refuse.

13.3 Your description is sent to OpenAI. The text you type to describe your deal, along with the contract type and any draft you ask us to review, is transmitted to OpenAI's API for processing. Do not put anything in that box you would not send to a third-party company — no unreleased confidential business terms you are contractually bound to keep secret, no other people's personal information beyond what the document needs, no bank details. See the Privacy Policy for what OpenAI does with it.

13.4 The output may be wrong. Language models produce fluent text that is sometimes inaccurate, internally inconsistent, incomplete, outdated, or unenforceable. A generated agreement may:

• omit a term the deal requires;
• include a term that is void, illegal or unconscionable where you live;
• state royalty, term, territory or reversion provisions that do not mean what they appear to mean;
• get the law of your jurisdiction wrong, or apply the law of a jurisdiction that has nothing to do with you;
• contradict an agreement you have already signed.

13.5 Sometimes it is a stock form and not about you at all. When the model is unreachable or unconfigured, the feature returns a generic template with bracketed placeholders — the same text every member would receive, with none of your circumstances in it. The Service tells you when this has happened. Read what you were given before you rely on it. A document that says [ARTIST NAME] is not your contract.

13.6 You are responsible for review. You accept that:

• reading the whole document before sending or signing it is your responsibility;
• filling in every placeholder is your responsibility;
• having a qualified attorney review it — always for anything material, and at minimum for any deal worth more than $5,000, any exclusive grant, any term longer than a year, any transfer of copyright, and anything involving a minor — is your responsibility; and
• the decision to send, sign, accept or act on any document is yours alone.

13.7 We are not liable for the documents. To the fullest extent permitted by law, Epirus is not liable for any loss arising from a document generated, reviewed, stored, transmitted or signed through the Service, including lost royalties, lost rights, a deal that went badly, a term that turned out to be unenforceable, or a term that turned out to be enforceable and you wish it had not been. This does not limit anything that cannot lawfully be limited — see Section 34.

13.8 Regulated advice. Nothing in the Service is legal, tax, accounting, investment or financial advice. Where local law regulates who may provide legal services or legal document preparation, we provide only a self-help tool operated by you, at your direction, over text you supply.

[COUNSEL] Unauthorised practice of law is regulated state by state and country by country, and several jurisdictions have taken action against automated document services. The disclaimer above is necessary but it is not by itself sufficient; the UPL analysis turns on how the feature behaves and how it is marketed as much as on what the terms say. This needs a specific opinion before launch.

14. Agreements between members, signatures and anchoring

14.1 Epirus is not a party. When you and another member make an agreement through the Service — a split, a beat licence, a collaboration agreement, a booking, anything — the agreement is between the two of you. Epirus is not a party to it, not a witness to it, not a guarantor of it, and not a beneficiary of it.

14.2 What we therefore do not do. We do not:

• decide whether an agreement is valid, formed, or binding;
• decide whether either side performed;
• enforce an agreement, or help you enforce it;
• arbitrate, mediate or rule on a dispute between members;
• pay a member what another member owes them;
• warrant that an agreement complies with the law of anywhere.

If your counterparty does not do what they promised, your remedy is against them.

14.3 Electronic signatures. Signing through the Service is intended to be a valid electronic signature under the US E-SIGN Act, the Uniform Electronic Transactions Act as adopted in {{GOVERNING_LAW_STATE}}, and equivalent laws elsewhere. By signing you agree to transact electronically and that your electronic signature has the same effect as a handwritten one. A signature is recorded against your authenticated account, with a timestamp. In the apps, Face ID or Touch ID adds a further device-side confirmation — see Section 5.

14.4 What a signature record proves. Our records show that a signature was made from an authenticated session at a given time. They do not prove that the person signing had authority, capacity, or a correct understanding of what they signed. Some categories of agreement cannot be signed electronically at all in some jurisdictions. That is your problem to check, not ours to catch.

14.5 Anchoring and hashes. Some agreements, registrations and collectible records are hashed, and the hash may be written to a public ledger or a chained internal record. Understand what that is and is not:

• It is a tamper-evidence mechanism. It shows that a document with that exact content existed at that time and has not silently changed since.
• It is not notarisation, witnessing, apostille, recordation with a copyright office, or proof of anything about the parties.
• It does not make an unenforceable agreement enforceable, or a false statement true.
• The ledger is outside our control. Once a hash is published we cannot delete it, amend it, or take it back — including if you later delete your account. Availability of any external network is not something we control or guarantee.

14.6 Locking. Once an agreement is signed by all parties, the Service may lock the text so it cannot be edited. Amend it the way you would amend any contract: by agreeing a new document.

14.7 Your own records. Keep your own copy of anything that matters. We are not your system of record and we do not guarantee indefinite retention.

15. Beat Maker, Cover Studio and other generated content

15.1 Beat Maker. Beat Maker generates audio from a prompt using a third-party music-generation provider (named in our Privacy Policy). Output is subject to that provider's terms as well as ours.

15.2 What you get. We do not warrant that generated audio is original, that it is free of resemblance to existing recordings, that it is copyrightable, or that you own it. In the United States, material generated by an AI system without sufficient human authorship is not protectable by copyright, which means you may not be able to stop anyone from copying it, and you may not be able to register it.

15.3 What you must not do with it. Do not present generated audio as a performance by a real artist who did not perform it. Do not use a prompt designed to imitate a specific living artist's voice or a specific existing recording. Do not upload generated material in breach of any distributor's, platform's or collecting society's rules on disclosing generated content. If you release generated material through Epirus, Section 8.6 applies to it.

15.4 Assistants and chat. Any chat assistant is provided on the same basis as Section 13: it may be wrong, it is not advice of any kind, and what you type is sent to a third-party model provider.

15.5 Credits. Beat Maker and Cover Studio generations may consume credits or EXP. Credits are not money, are not refundable in cash, and expire or change as described in Section 24.

16. Buying and selling on Epirus

16.1 You are the seller. When you list a beat, a product, a service, a piece of merchandise or a digital item, you are the merchant of record for that sale to the extent the law allows, and in every case you are the person the buyer is contracting with. Epirus provides the storefront, the checkout and the payment plumbing. We are not the seller, the manufacturer, the importer, the shipper or the distributor.

16.2 Seller obligations. If you sell, you will:

• describe the item accurately, including what the buyer actually receives — for a beat licence, exactly which rights, which formats, and which limits;
• have the right to sell it;
• deliver it, in the condition and time you stated;
• ship physical goods and provide tracking where you said you would;
• answer buyers within a reasonable time;
• honour your own stated returns and refund policy, and comply with any mandatory consumer-law right the buyer has regardless of your policy;
• comply with every law that applies to what you are selling: consumer protection, distance selling, product safety, labelling, export control, sales tax and VAT registration, and anything specific to your goods.

16.3 Buyer expectations. When you buy, you are buying from that member, not from Epirus. Read the listing. A digital licence gives you the rights the licence describes and nothing more — buying a beat licence does not give you the copyright in the beat.

16.4 Prohibited listings. No weapons, drugs, counterfeits, stolen goods, human remains, recalled products, financial instruments, adult services, live animals, prescription items, or anything whose sale is restricted where either party is. No listing whose real purpose is to move money rather than to sell a thing.

16.5 Our fee. Epirus may retain a platform fee on transactions, currently 15%, disclosed at checkout and on your payout statement. Payment processing fees charged by Stripe are separate and are set by Stripe. We may change fees under Section 41, and a change never applies retroactively to a transaction already completed.

16.6 Off-platform circumvention. If Epirus introduced you to a buyer or seller, do not take that transaction off-platform to avoid the fee. We may suspend accounts that do.

16.7 We may remove listings at any time, and we may hold, delay or reverse a payout where we reasonably suspect fraud, chargeback risk, a rights problem, or a breach of these Terms.

17. Services and bookings

17.1 Members can offer services — sessions, mixing, mastering, features, production, lessons — and take bookings with payment.

17.2 A booking is an agreement between the client and the provider. Section 14 applies in full. Epirus is not responsible for whether the session happens, whether it was any good, whether the files were delivered, or whether anyone turned up.

17.3 Providers must state clearly what a session includes, how long it lasts, what the client must bring or supply, the cancellation window, and whether the fee is refundable. Providers are independent — not employees, contractors or agents of Epirus.

17.4 Meeting in person. If a booking involves meeting someone, travelling somewhere, or letting someone into a studio or a home, Epirus does not conduct background checks and does not vet anyone. Use ordinary judgment. We are not liable for anything that happens off the Service, in person or otherwise, between members who met here — subject always to Section 34.4.

17.5 Recordings, stems and deliverables produced in a booked session are owned as the parties agree between themselves. If they did not agree, Epirus cannot tell them who owns what.

18. Subscriptions, tiers, gifts and gates

18.1 Two kinds. You may subscribe to Epirus itself, and you may subscribe to an individual creator's tier. They are different things and they are billed separately.

18.2 Recurring billing. Subscriptions renew automatically at the stated interval and price until cancelled. By subscribing you authorise recurring charges to your payment method until you cancel. We will tell you the price, the interval and the renewal date before you subscribe.

18.3 Cancelling. Cancel any time from your account or subscription screen; where you subscribed through Apple, cancel through Apple. Cancellation takes effect at the end of the period you have already paid for. You keep the benefits until then, and the unused part is not refunded. We do this deliberately: ending it immediately would take away days you paid for.

18.4 Price changes. We, or a creator, may change a subscription price. You will be given notice before a changed price takes effect on your subscription, and an opportunity to cancel first. Notice will be at least 30 days, or longer where the law where you live requires more.

18.5 Creator subscriptions. What a creator's tier gives you is set by that creator. If they stop posting, change what the tier includes, or leave Epirus, that is a matter between you and them. We may cancel a creator's tiers and refund or pro-rate at our discretion if the creator's account is terminated.

18.6 Gifts. A gifted subscription is a single period, does not auto-renew, and simply ends. Gifts are not refundable once redeemed and cannot be exchanged for cash or EXP.

18.7 Gates. Creators can restrict content by purchase, subscription, platform tier or timed early access. Gates are enforced on our servers. Circumventing a gate, or redistributing content you accessed through one, is a breach of these Terms and may also be copyright infringement.

18.8 Access is not ownership. Paying for access to content — a subscription, a gate, an album pass — buys you a personal, non-transferable, revocable licence to access it through Epirus while your entitlement lasts. It is not a purchase of a copy, and it does not survive the content being removed by its owner or by us.

19. Events and tickets

19.1 Tickets sold through Epirus are sold by the event host, not by Epirus. The host sets the price, the terms, the age policy and the refund policy, and the host is responsible for putting the event on.

19.2 A ticket is a revocable licence to attend, subject to the host's and the venue's terms. It may be checked, scanned, invalidated once used, or refused at the door.

19.3 If an event is cancelled, moved or changed, that is the host's responsibility and the host's refund to make. We will help where we can — we are not the party that owes you the money.

19.4 Do not resell tickets except where the host permits it and local law allows it. We may void tickets we believe were bought fraudulently, resold in breach of this section, or duplicated.

19.5 Ticket codes. Treat a ticket code like cash. Anyone holding it may be able to use it. A code shown from a stale offline copy of your ticket list may not reflect a refund or a scan that has already happened.

20. Payments, Stripe and payouts

20.1 Stripe. Card payments, payouts and identity checks are handled by Stripe. Using paid features means agreeing to Stripe's terms as well as ours, including the Stripe Connected Account Agreement where you receive money.

20.2 We never hold your bank details. Bank account and card details go to Stripe. Epirus stores a Stripe account identifier, whether onboarding is complete, whether payouts are enabled, and the amounts involved. We do not store your card number or your bank account number.

20.3 Getting paid. To receive money you must complete Stripe onboarding, including identity verification. Stripe may decline you, and if Stripe declines you we cannot pay you, however good your reasons are. Once onboarded, earnings clear to your balance as they settle and you can request a payout.

20.4 When money moves. Payouts leave on Stripe's schedule — typically around two business days to a bank in the same country, longer across borders. We do not control that timing and do not guarantee it.

20.5 Holds. We may delay, hold or reverse a payout where we reasonably suspect fraud, a chargeback risk, a rights dispute, a legal obligation, or a breach of these Terms, or where a payout would leave your balance unable to cover pending refunds and disputes. We will tell you why unless the law or an investigation prevents it.

20.6 Negative balances. If refunds, chargebacks or reversals exceed your balance, the shortfall is a debt you owe us. We may recover it from future earnings, from any balance you hold with us, or by ordinary collection.

20.7 Currency and errors. Amounts are in US dollars unless stated. Your bank or card issuer may charge conversion or cross-border fees; those are between you and them. If we make an accounting error in your favour, we may correct it and recover the difference. If we make one against you, tell us and we will fix it.

20.8 Dormant balances. Balances may be subject to your state's unclaimed property law. We will comply with it, which may mean remitting a long-dormant balance to the state rather than to you.

21. Refunds, cancellations and chargebacks

21.1 Digital goods. Unless the seller says otherwise or the law requires otherwise, purchases of digital items — beat licences, downloads, gated access, album passes, collectibles — are final once delivered or once access is granted. Digital goods cannot be un-received.

21.2 Statutory rights are not affected. If you are a consumer in the EU, the UK, or anywhere else with mandatory cancellation or conformity rights, you keep them. Where you have a statutory right to cancel a digital purchase within a cooling-off period, that right applies and this section does not override it — though it may lawfully end early if you asked for immediate delivery and acknowledged the loss of the right at checkout.

21.3 Physical goods and services. The seller's or provider's stated policy governs, plus any mandatory right the buyer has.

21.4 Who refunds. The seller does. Epirus may process a refund on a seller's instruction, and may issue one itself where we consider it necessary to resolve a dispute, comply with a card network rule, or limit our own exposure. Where we refund a buyer, we may recover the amount from the seller.

21.5 Platform fees. Our platform fee on a refunded transaction may be retained or refunded at our discretion. Stripe's processing fees are generally not returned to us on a refund, and we do not absorb them.

21.6 Chargebacks. If you dispute a charge with your card issuer instead of contacting the seller or us, we may suspend your account and any entitlement bought with the disputed payment while it is resolved. Sellers are responsible for chargebacks on their sales, including the amount and any fee, and must give us evidence promptly when we ask. Filing a chargeback for a transaction you actually authorised and received is fraud.

21.7 Talk to us first. Most disputes are resolved faster by a support ticket than by a chargeback.

22. The wallet cash balance

22.1 The Service may let you hold a US dollar balance in your Epirus wallet, funded by adding money with a card, or accumulated from sales and payouts.

22.2 What it is. A wallet balance is a prepaid, closed-loop credit usable only inside Epirus, or withdrawable to your connected Stripe payout account where the Service supports that. It is:

• not a deposit, not insured by the FDIC or any deposit-insurance scheme, and not held in a bank account in your name;
• not held in trust or escrow for you unless we say so in writing;
• not interest-bearing;
• not transferable to another member except where the Service explicitly offers that, and never as a way of sending money to someone for something unrelated to Epirus.

22.3 Epirus is not a bank, a money services business, a money transmitter, or a payment institution, and does not hold itself out as one. Funding, holding and disbursement of money is performed by our payment providers under their own licences.

[COUNSEL] A stored USD balance that a member funds by card and can later withdraw is the single most licence-sensitive thing in this product. Depending on how the money actually flows — who holds it, in whose name, and whether it can reach a third party — it may implicate state money transmitter licensing, FinCEN registration, and prepaid access rules. This needs a payments regulatory opinion before the top-up path is opened to the public, and the answer may require re-architecting rather than re-drafting.

22.4 Expiry and dormancy. We will not expire a cash balance in a way that conflicts with applicable law, including the CARD Act rules on prepaid funds and state unclaimed property law.

22.5 Closing. If your account closes, we will pay out a remaining cash balance to your connected payout account, less anything you owe us, unless the law prevents it or your account was closed for fraud.

23. Taxes

23.1 Yours. You are responsible for determining, reporting and paying every tax that applies to money you make on Epirus — income tax, self-employment tax, sales tax, VAT, GST, withholding, and anything else. We do not give tax advice.

23.2 Information reporting. Stripe and/or Epirus may be required to report your earnings to tax authorities and to issue forms — in the US, Form 1099-K or 1099-NEC; elsewhere, local equivalents including reporting under the OECD model rules for digital platforms and, in the EU, DAC7. You must give us and Stripe accurate tax information (legal name, address, TIN/SSN/EIN or local equivalent, W-9 or W-8BEN/W-8BEN-E as applicable) when asked.

23.3 What happens if you don't. If you fail to provide valid tax information, we or Stripe may be legally required to withhold a portion of your payments (US backup withholding is currently 24%), or to stop paying you until the information arrives. Amounts withheld are remitted to the tax authority, not kept by us, and we cannot return them to you — you reclaim them through your tax return.

23.4 Sales tax and VAT on your sales. Where Epirus or a marketplace facilitator law requires us to collect and remit sales tax, VAT or GST on a transaction, we will. Where it does not, the seller is responsible for it. Sellers must not treat Epirus as their tax agent.

23.5 Prices. Prices shown may exclude tax, which is added at checkout where applicable.

24. EXP and EIP

24.1 What they are. EXP is a closed-loop points balance you earn by taking part — releasing, listening, completing tasks, participating. EIP is an influence score, granted automatically at lifetime-EXP milestones, capped, and used for weighting in governance. Your level is derived from lifetime EXP.

24.2 EXP has no cash value. EXP:

• cannot be purchased. There is no purchase path. The database tables that once allowed it are permanently sealed;
• cannot be sold, to us or to anyone else. That path is sealed too;
• cannot be cashed out, converted, exchanged or redeemed for money, cryptocurrency, or anything of value outside Epirus;
• cannot be transferred to another member except where a specific in-Service feature allows it, and never for consideration;
• has no monetary value whatsoever, holds no par value, and is not denominated in any currency;
• is not your property. It is a revocable, personal, non-exclusive licence to use a feature of the Service, recorded as a number on your account.

24.3 EIP is stricter still. EIP can never be spent, transferred, purchased or sold. It is earned or granted, and that is all. Spending EXP does not reduce EIP, and having EIP does not entitle you to anything outside the Service.

24.4 We may change or end them. We may adjust EXP and EIP earning rates, spending prices, levels, tiers, caps, expiry and mechanics at any time, and we may reduce, remove, freeze or reverse a balance where we believe it was obtained in breach of these Terms, in error, or through manipulation. We may discontinue EXP or EIP entirely, with or without notice, and we owe you nothing for a balance that ends. Because they have no cash value, there is nothing to compensate.

24.5 What they are not. Because EXP and EIP cannot be bought, sold, transferred for value, cashed out, or redeemed for anything outside the Service, and because they carry no expectation of profit and no interest in Epirus or its revenue:

• they are not securities under the Securities Act of 1933, the Securities Exchange Act of 1934, or any state or foreign securities law;
• they are not money, monetary value, stored value, or a monetary instrument under any money transmission, prepaid access or payment services law;
• they are not virtual currency as that term is used in FinCEN guidance, in the New York virtual currency rules, or in comparable regimes;
• they are not commodities, not e-money, and not deposits;
• they are not property, and cannot be inherited, gifted by will, seized, pledged, or divided in a proceeding.

24.5a A standing commitment, not a current configuration. Epirus commits that EXP and EIP will not be made purchasable, saleable, transferable for value, or convertible to money — not at a fixed rate, not at a floating rate, not through a partner, and not through a secondary market operated by anyone. This is not a description of how the Service happens to be built today. It is a commitment about how it will be built, and the closed paths are enforced at the database rather than in the interface so that the commitment cannot be undone by a change nobody reviewed.

The only value that ever moves in or out of Epirus is real money, through the wallet, and EXP is not part of that path in either direction. Money you add is money; money you withdraw is money. EXP is earned by taking part and spent inside the Service, and there is no rate of exchange between them because there is no exchange.

24.6 On termination. If your account ends, for any reason, your EXP and EIP balances end with it. They are not paid out and not restored.

25. Creator coins

25.1 Creator coins on Epirus are off-chain fan badges. A coin is acquired with EXP at a fixed price, is bound to the member who acquired it, and cannot be resold, traded or transferred.

25.2 There is no market, no order book, no price discovery, no market capitalisation, no trading volume and no price movement. Any figure in the interface that resembles a market statistic is a display artefact, not a market.

25.3 A creator coin gives you whatever recognition or access the creator attaches to it inside Epirus, and nothing else. It is not equity, not a revenue share, not a profit interest, not a token in the blockchain sense, not a security, and not an investment. There is no secondary market and none is contemplated.

25.4 We may retire, adjust or discontinue coins, and a creator may stop offering whatever the coin unlocked. Because coins are acquired with EXP, which has no cash value, nothing of monetary value is lost when they change.

26. EFTs and digital collectibles

26.1 What they are. An EFT is a digital collectible issued by a creator through Epirus — typically artwork, audio or video, in a numbered edition, with a record of who holds each serial.

26.2 What you get. Buying an EFT gives you:

• ownership of the edition record — the entry saying you hold serial n;
• the licence the listing states, which is generally a personal, non-commercial right to display and enjoy the item; and
• whatever specific perks the creator attached and described.

26.3 What you do not get. You do not get the copyright, the master, the publishing, any moral right, any trademark, or any right to reproduce, distribute, perform, remix, merchandise or commercially exploit the underlying work, unless the listing grants it in writing. The creator keeps their copyright. Buying a collectible of a song does not give you the song.

26.4 No investment. EFTs are sold as collectibles, not investments. Epirus makes no representation, and creators must make none, that an EFT will hold value, appreciate, be resellable, be liquid, generate income, or return a profit. Do not buy an EFT expecting to make money. Any statement to the contrary by a creator is that creator's statement and not ours, and is a breach of these Terms.

26.5 Resale and creator royalties. Where the Service permits resale, the listing may direct a royalty percentage to the original creator on each subsequent sale. That royalty is enforced by the Service where the resale happens through the Service. It cannot be enforced on a sale that happens somewhere else, and Epirus does not promise that any external marketplace will honour it.

26.6 The asset itself. The media a collectible points to is hosted by Epirus or by a third-party storage provider. We do not guarantee that any file, link or external network remains available forever. A collectible is a record, not a guarantee of perpetual hosting.

26.7 Chain records. Where a mint, transfer or provenance event is written to an external ledger, Section 14.5 applies: it is public, it is permanent, and it is outside our control.

26.8 Not a security. EFTs are sold for consumption and enjoyment, not as an investment in a common enterprise, and no profit is promised or expected from the efforts of Epirus or the creator.

[COUNSEL] This is a conclusion of law that a regulator may not share, particularly where a resale royalty exists and where editions are limited. The Howey analysis is fact-driven and turns heavily on how EFTs are marketed. Every piece of copy on the EFT surfaces should be reviewed for investment language alongside this section.

27. Competitions, challenges and EXP wagers

27.1 The Service may run competitions, challenges, leaderboards, prediction pools and head-to-head contests, some of which involve staking EXP.

27.2 EXP only. Any staking, wagering, prediction or contest mechanic uses EXP, which cannot be bought with money, cannot be sold, and cannot be cashed out. No money is staked, no money can be won, and there is no consideration in the gambling-law sense.

27.3 Each competition may have its own rules — entry conditions, eligibility, judging, prizes, dates. Those rules govern that competition. Where a prize has real-world value, entry is void where prohibited by law, and additional terms will be published with it.

27.4 We may cancel, suspend, void or re-run any competition, disqualify any entry we believe involved manipulation, and correct any error in a result. Our determination of a result is final.

[COUNSEL] "Prize, chance and consideration" is a three-part test, and the EXP closed loop is what defeats the consideration element. That argument holds only while EXP genuinely cannot be purchased. It also weakens if a contest with an element of chance awards a prize with real-world value. Sweepstakes/skill-contest review recommended for any competition offering a cash or goods prize, particularly for entrants in states with strict prize statutes and for any non-US market.

28. Governance

28.1 Members with sufficient EIP may submit and vote on governance proposals about the Service.

28.2 Advisory only. Governance on Epirus is a way for the community to be heard. It is not corporate governance. A proposal, a vote, a passed measure or a board seat within the Service:

• confers no ownership, equity, share, membership interest, voting right or economic right in {{LEGAL_ENTITY_NAME}};
• creates no fiduciary duty owed to you by us or by anyone;
• does not bind us to implement anything; and
• is not a security, and EIP is not an instrument conferring one.

28.3 We may change, pause or end governance at any time, and we may decline to implement any outcome.

29. Live streaming and messaging

29.1 Live. You may broadcast live audio and video. Everything in Section 9 applies live, in real time, and you are responsible for everything that happens on your stream — including what a guest does, what is playing in the background, and what appears on screen.

29.2 Music on stream. Playing recordings you do not have live-performance and streaming rights to is infringement. Epirus holds no blanket licence for you, and does not clear anything you play.

29.3 Recording and retention. Streams and stream chat may be recorded, retained, reviewed and used for moderation and safety. Assume anything you say live is recorded.

29.4 Real-time is not moderated in advance. We cannot review a live stream before it happens. We may cut a stream at any time.

29.5 Messages. Direct messages between members are private between the participants, but they are not end-to-end encrypted. We can access them, and we will where we need to — to investigate a report, to comply with a legal request, to protect someone's safety, or to keep the Service running. Do not use Epirus DMs for anything that needs real confidentiality.

29.6 You can block members and report messages. Blocking is enforced by the Service; it is not a safety guarantee.

29.7 Contact information. If you are messaged by someone asking you to move a deal off-platform, to pay by wire or gift card, or to send stems before payment, treat it as fraud until proven otherwise. We do not reimburse losses from off-platform arrangements.

30. Third-party services, links and app stores

30.1 Epirus depends on third-party services, including Stripe, Supabase, OpenAI, Suno, Apple (MusicKit, the iTunes Search API, and push notifications), YouTube, LiveKit, Cloudflare and Vercel. Our Privacy Policy lists them and says what leaves the platform.

30.2 Their terms apply to you when you use the parts of Epirus that use them. We do not control them, do not warrant them, and are not responsible for their acts, omissions, outages, pricing changes or termination of service. If one of them stops serving us, the corresponding feature may stop working.

30.3 Links and embeds. Links, embedded videos and radio streams point at material we did not make and do not host. We are not responsible for it.

30.4 Apple App Store. For the iOS, iPadOS and macOS apps distributed through Apple:

• this agreement is between you and Epirus, not Apple, and Apple is not responsible for the app or its content;
• Apple has no obligation to provide maintenance or support;
• if the app fails to conform to any applicable warranty, you may notify Apple and Apple may refund the purchase price; to the maximum extent permitted by law, Apple has no other warranty obligation;
• Apple is not responsible for addressing any claim by you or a third party relating to the app, including product liability, regulatory non-compliance, or consumer protection claims;
• if a third party claims the app infringes their intellectual property, Epirus, not Apple, is responsible for investigating and resolving it;
• you confirm you are not in a country subject to a US embargo or on a US prohibited-parties list;
• Apple and its subsidiaries are third-party beneficiaries of this agreement and may enforce it against you.

30.5 In-app purchases. Anything bought through Apple is subject to Apple's payment and refund terms, and refunds for those purchases are Apple's to give, not ours.

31. Changes to the service; beta features

31.1 We may add, change, restrict or remove features at any time. Music platforms change; that is not a breach of this agreement.

31.2 Some features are labelled beta, preview or experimental. They are provided as-is, may break, may lose data, and may be withdrawn. Do not rely on a beta feature for anything you cannot afford to lose.

31.3 We do not promise uptime, and we do not offer a service level agreement, unless we have signed one with you separately.

31.4 We may impose reasonable limits — storage, upload size, upload count, message volume, API rate — and change them.

32. Suspension, termination and what survives

32.1 You. You can stop using Epirus at any time, and you can ask us to close your account. Ask at support@epirus.club or through the account screen. We will tell you what happens to released work and outstanding splits before we do it.

32.2 Us — for cause. We may suspend or terminate your account immediately, without notice, if we reasonably believe you have breached these Terms, infringed someone's rights repeatedly, committed fraud, put someone at risk, exposed us to legal liability, or if we are required to by law.

32.3 Us — for convenience. We may terminate an account or discontinue the Service for any reason on 30 days' notice to the email on your account.

32.4 Effect. On termination your licence to use the Service ends, gated access and subscriptions purchased through us may end, EXP and EIP end (Section 24.6), and we may delete your content.

32.5 Money on termination. We will pay out a cleared balance, less anything you owe us, holdbacks for pending refunds and disputes, and any amount subject to a legal hold. We may withhold funds where the termination was for fraud.

32.6 What survives your deletion. Some things genuinely cannot be made to disappear, and pretending otherwise would be a lie:

The Privacy Policy explains this in data-protection terms and states retention periods.

32.7 Survival. Sections 6, 7.5, 8, 11.8, 12, 13, 14, 16.1, 20.6, 21, 23, 24.6, 26, 32, 33, 34, 35, 36, 37, 38 and 40 survive termination, along with anything else that by its nature should.

33. Disclaimer of warranties

33.1 The Service is provided "as is" and "as available". To the fullest extent permitted by law, Epirus and its officers, employees, agents, suppliers and licensors disclaim all warranties, express, implied and statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy and non-infringement, and any warranty arising from course of dealing or usage of trade.

33.2 We do not warrant that: the Service will be uninterrupted, secure, timely or error-free; defects will be corrected; content will be preserved or recoverable; any file, stream or upload will remain available; results obtained will be accurate or reliable; any generated output (from Beat Maker, Cover Studio, the contract writer or any other generator) will be correct, lawful or usable; any member will be who they say they are, will perform, or will pay; any earnings, plays, followers or payouts will reach any level.

33.3 Back up your own work. We are not a backup service. Keep your masters, stems, artwork and signed documents somewhere you control.

33.4 The carve-out. Some jurisdictions do not allow the exclusion of implied warranties or of statutory consumer guarantees. Nothing in this section excludes, restricts or modifies any guarantee, warranty, condition, right or remedy that applicable law does not permit to be excluded, restricted or modified — including the consumer guarantees in the EU Consumer Sales and Digital Content Directives, the UK Consumer Rights Act 2015, the Australian Consumer Law, and the implied warranties preserved by the Magnuson-Moss Warranty Act and by state consumer protection statutes. To the extent an implied warranty cannot be disclaimed, it is limited to the shortest period the law allows.

34. Limitation of liability

34.1 No indirect damages. To the fullest extent permitted by law, Epirus will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, royalties, goodwill, opportunity, anticipated savings, data or content — even if we were told such damages were possible and even if a limited remedy fails of its essential purpose.

34.2 The cap. To the fullest extent permitted by law, our total aggregate liability to you for all claims arising out of or relating to the Service or these Terms will not exceed the greater of:

• the total amount you paid Epirus in platform fees and subscription fees in the twelve months before the event giving rise to the claim; or
• one hundred US dollars (US$100).

34.3 Member-to-member and third-party matters. We are not liable for the acts or omissions of other members, for agreements between members, for anything bought from or sold to a member, for what happens at an in-person session or event, or for the acts, omissions or outages of third-party services.

34.4 What is NOT capped or excluded. Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• gross negligence or wilful misconduct;
• any liability that cannot lawfully be limited or excluded in your jurisdiction, including under mandatory consumer protection law;
• in the UK and EU, liability under section 2(3) of the Consumer Protection Act 1987, breach of the statutory terms as to title, and product liability under the Product Liability Directive;
• our own wilful breach of our obligations under the Privacy Policy.

34.5 Consumers. If you are a consumer, this section applies only so far as the law where you live permits, and does not affect your statutory rights. Some jurisdictions do not allow the exclusion of incidental or consequential damages; in those places, the exclusions above apply only to the extent permitted, and our liability is limited to the smallest amount the law allows.

34.6 Basis of the bargain. The disclaimers and limitations in Sections 33 and 34 are a fundamental basis on which Epirus is offered to you, reflect a reasonable allocation of risk between us given the fees involved, and apply regardless of the form of action — contract, tort, strict liability, statute or otherwise.

35. Indemnification

35.1 You will defend, indemnify and hold harmless {{LEGAL_ENTITY_NAME}}, its affiliates, and their officers, directors, employees, contractors, agents, suppliers and licensors (the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, investigations, losses, damages, fines, penalties, liabilities, settlements, costs and expenses — including reasonable legal fees and the costs of responding to a subpoena or regulatory inquiry — arising out of or related to:

1. Your Content, including any claim that it infringes or misappropriates any intellectual property, publicity, moral or privacy right;
2. any sample, interpolation, feature, session contribution or third-party material in Your Content;
3. your use or misuse of the Service;
4. your breach of these Terms or of any representation or warranty in them;
5. your breach of any law, or of any third party's rights;
6. any agreement you make with another member, and any dispute arising from it, including any dispute about a revenue split;
7. any document generated by the contract writer that you sent, signed, relied on, or acted upon;
8. anything you sell, licence, ship, perform, deliver or fail to deliver, including any product liability, consumer protection or tax claim relating to it;
9. any tax, withholding, penalty or interest that a tax authority assesses on us because of your earnings or your failure to give accurate tax information;
10. any chargeback, refund, reversal or fine arising from your transactions;
11. your conduct toward any other member or any third party, on or off the Service, where the connection was made here.

35.2 Control of defence. We may, at our own cost, assume exclusive control of the defence and settlement of any matter you are indemnifying. If we do, you will cooperate. You will not settle any matter in a way that admits fault on our behalf, imposes any obligation on us, or fails to release us fully, without our prior written consent.

35.3 Notice. We will make reasonable efforts to notify you of a claim, but a delay in notifying you does not relieve you of your obligations except to the extent you are actually prejudiced by it.

35.4 Consumers. If you are a consumer resident in the EU, the UK, or another jurisdiction where an unlimited indemnity from a consumer to a business is unenforceable or unfair, this section applies to you only to the extent your liability arises from your own breach, negligence, wilful misconduct or unlawful act, and only to the extent permitted by law. It does not apply to a consumer's ordinary personal use of the Service.

36. Dispute resolution: arbitration and class action waiver

This section affects your legal rights. Read it.

36.1 Talk first. Before starting arbitration or a court case, send a written notice of dispute to {{LEGAL_EMAIL}} describing the problem and what you want. We will do the same to you at your account email. Give it 60 days. Most things end here.

36.2 Agreement to arbitrate. Except as set out below, you and Epirus agree that any dispute, claim or controversy arising out of or relating to these Terms or the Service — including its formation, interpretation, breach, termination, validity or enforceability — will be resolved by final and binding individual arbitration, administered by {{ARBITRATION_PROVIDER}} under its consumer arbitration rules then in effect, before a single arbitrator.

36.3 Where and how. Arbitration will be conducted in {{VENUE_COUNTY_AND_STATE}}, or remotely, or — if you are a consumer — in the county where you live, at your election. Claims of $25,000 or less may be resolved on documents alone at your election. The arbitrator can award any relief a court could award to you individually, including statutory damages and attorneys' fees where a statute provides them.

36.4 Fees. Where {{ARBITRATION_PROVIDER}}'s consumer rules require us to pay the bulk of the filing and arbitrator fees, we will. If the arbitrator finds your claim frivolous, they may reallocate fees as the rules allow.

36.5 Class action waiver. You and Epirus each waive the right to bring or participate in a class action, collective action, consolidated action, or private attorney general action, and the arbitrator may not preside over any form of representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim — and only that claim — is severed from arbitration and proceeds in court; the rest stays in arbitration.

36.6 What is excluded from arbitration. Either of us may, without waiving anything:

• bring an individual claim in small claims court, if it qualifies;
• seek injunctive or other equitable relief in a court of competent jurisdiction to stop actual or threatened infringement, misappropriation or violation of intellectual property or confidentiality rights;
• pursue any claim that applicable law does not permit to be arbitrated.

36.7 Your right to opt out. You can opt out of arbitration. Send an email to {{LEGAL_EMAIL}} with the subject line "Arbitration Opt-Out", stating your name and the email on your account, within 30 days of first accepting these Terms. Opting out costs you nothing, changes nothing else about your account, and we will not hold it against you. If you opt out, Section 37 governs.

36.8 Consumers outside the US. If you are a consumer resident in the EU, the UK or another jurisdiction whose law gives you a non-waivable right to bring proceedings in your local courts or before a local consumer body, this Section 36 does not apply to you and nothing in it deprives you of that right. EU consumers may also use the European Commission's Online Dispute Resolution platform.

36.9 Survival. This section survives termination of your account and of this agreement.

[COUNSEL] Enforceability of consumer arbitration and class waivers turns on notice, conspicuousness, mutuality, fee allocation, and the chosen provider's consumer rules. The opt-out is what most often saves a clause like this from unconscionability findings, which is why it is here. Mass arbitration exposure needs its own look.

37. Governing law and venue

37.1 These Terms and any dispute arising from them are governed by the laws of {{GOVERNING_LAW_STATE}}, without regard to its conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

37.2 For any dispute not subject to arbitration, you and Epirus consent to the exclusive jurisdiction and venue of the state and federal courts located in {{VENUE_COUNTY_AND_STATE}}, and waive any objection based on inconvenient forum.

37.3 Consumers. If you are a consumer, nothing in this section deprives you of the protection of the mandatory laws of the country where you live, or of your right to bring proceedings in your local courts where the law gives you that right.

38. Severability, and how it works

38.1 If any provision of these Terms is held invalid, illegal, void or unenforceable by a court, arbitrator or regulator of competent jurisdiction, the following happens, in this order:

1. Narrow it. The provision is first modified and reformed to the minimum extent necessary to make it valid and enforceable, while preserving as closely as possible the original intent and economic allocation of risk between the parties. Where a provision is unenforceable only as to a particular claim, party, class of user, jurisdiction, or period of time, it is limited to exclude that claim, party, class, jurisdiction or period, and remains fully effective everywhere and for everyone else. Where a limit or cap is held excessive, it is reduced to the highest amount that is enforceable, rather than eliminated.
2. Sever it. Only if a provision cannot be reformed is it severed and deleted.
3. Keep the rest. Severance of one provision does not affect any other provision, which all remain in full force. This agreement is to be read as if the severed provision had never been included.

38.2 The parties expressly agree that a court or arbitrator is authorised and requested to reform rather than strike, and that this instruction is itself a bargained-for term. Each provision of these Terms is separately negotiated and independently enforceable, and the disclaimers, limitations, indemnities and dispute-resolution provisions in Sections 33 through 37 are each independent of one another.

38.3 No provision is to be construed against Epirus merely because Epirus drafted it. Both parties have had the opportunity to review these Terms and to take advice on them.

39. Jurisdiction-specific terms

39.1 California residents. Under California Civil Code § 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. You waive California Civil Code § 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." This waiver applies only to releases you actually give, and does not apply to the categories carved out in Section 34.4.

39.2 New Jersey residents. If you are a New Jersey resident, the provisions of Sections 33, 34 and 35 apply only to the extent enforceable under the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act, and any provision that would violate that Act does not apply to you.

39.3 EU and UK consumers. You have mandatory statutory rights that this agreement cannot reduce, including rights of conformity for digital content and services, cancellation rights, and the right to bring proceedings locally. Where any term of these Terms conflicts with those rights, those rights prevail and the conflicting term does not apply to you.

39.4 Australian consumers. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law.

39.5 US Government users. The Service is "commercial computer software" and is provided with only the rights granted to all other users.

40. Notices, electronic communication and general terms

40.1 Notices to you may be given by email to the address on your account, by in-app notification, or by posting on the Service. Keep your email current; a notice sent to a stale address still counts.

40.2 Notices to us go to {{LEGAL_EMAIL}}, and for formal legal notice, in writing to {{REGISTERED_ADDRESS}}.

40.3 Electronic communication. You consent to receive communications from us electronically, and agree that electronic communications satisfy any legal requirement that a communication be in writing.

40.4 Assignment. You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms freely, including to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets.

40.5 No third-party beneficiaries, except Apple as set out in Section 30.4 and the Indemnified Parties in Section 35.

40.6 No waiver. If we do not enforce a provision, that is not a waiver of it, then or later.

40.7 Force majeure. Neither party is liable for a failure to perform caused by something outside its reasonable control — including a third-party provider's outage, network failure, natural disaster, epidemic, war, labour dispute, or government action. This does not excuse a payment obligation.

40.8 Entire agreement. These Terms, the Privacy Policy, and any additional terms we link from the Service are the entire agreement between you and Epirus about the Service, and supersede anything said before. You confirm you are not relying on any statement, promise or representation not written in them — but nothing in this clause excludes liability for fraudulent misrepresentation.

40.9 Language. If we provide a translation and it conflicts with the English version, the English version governs, except where the law where you live says otherwise.

40.10 Headings are for convenience and do not affect interpretation. "Including" means "including without limitation".

41. Changes to these Terms

41.1 We may update these Terms. When we do, we will change the "Last updated" date at the top.

41.2 Material changes. For changes that materially affect your rights or obligations, we will give at least 30 days' notice by email to your account address or by a prominent notice in the Service before they take effect.

41.3 Continuing to use the Service after a change takes effect means you accept it. If you do not accept it, stop using the Service and close your account before the effective date; that is your remedy.

41.4 A change to these Terms does not apply retroactively to a dispute that arose before it took effect, and does not change the arbitration agreement that applied when your claim arose.

42. How to reach us

Epirus was built so that a musician can see how a number was reached instead of being asked to trust it. These Terms are written in the same spirit: plainly, and without hiding the parts that are not in your favour. Where a clause protects us at your expense, it says so. Read it, and ask us if any of it is unclear.

Reminder: this document has not been reviewed by a lawyer. It must be before it is relied upon.