Terms of Service

Version: 2.0.0

02-08-2026 · effective as of 13-08-2026

Version change notice

This version 2.0.0 is published on August 2, 2026, and takes effect on August 13, 2026, respecting the minimum ten (10) days' prior notice provided in Section 11.5. Until that date, version 1.0.3 remains in force, which you may request from us at any time.

The main change is the Company's relocation to Japan: the applicable law and the seat of arbitration change. From that date, the relationship with SIGMA MUSIC is governed entirely by Japanese law, including Japanese consumer protection and personal information protection rules.

Status: in force

The essentials in 10 points (plain-language summary; the full text prevails).

Published on 06-10-2026, effective from 16-10-2026 (10-day prior notice, Section 11.5).

1. You pay once per release (single or album). No subscription: if you don't pay more, your music doesn't disappear.

2. Your payment starts the service from the very first minute, and the Academy counts as part of the work. Therefore, once paid, there are no refunds, except for duplicate, erroneous, or unauthorized charges, or where the law protects you beyond these Terms.

3. If we overcharge you, charge you twice, or charge you without your permission, we refund it to you (4.8.5). We pay for mistakes.

4. If our review rejects your release, that review is already a service provided; we tell you why and how to fix it.

5. Streaming fraud (bots, fake streams, inflated playlists) puts the entire catalog at risk: stores penalize it and can shut us down. That's why we act quickly on confirmed fraud, and we give 14 days' notice to appeal on a first occurrence or doubtful cases (3.13).

6. If a store or your bank takes or withholds money from us (chargebacks, penalties), we deduct it from what is pending payment to you; we never ask you to pay out of pocket for what we did not receive. Holds for investigation are released and we pay you the rest.

7. You keep 100% of your net royalties: we charge for the service, not a percentage.

8. If there is a problem, we talk first: 60 days of direct dealing before any arbitration. Arbitration is voluntary for you as a consumer: you can go to court (11.7).

9. If the law grants you a non-waivable right (refund, withdrawal, your own judge), that right prevails over these Terms (4.8.6, 11.7.6).

10. We change these Terms with 10 days' notice; we provide the previous version if you request it.

Introduction

Thank you for choosing SIGMA MUSIC as your digital music distributor.

These Terms of Use are entered into between you ("End User," "You," "Your") and Kiyoshi Kano, operating under the brand SIGMA MUSIC, with professional domicile in Tokyo (Japan) ("Company," "we," or "our"). Your identifying details appear in the Legal Information. SIGMA MUSIC was born as a brand in Tokyo (Japan) in 2018 and operates from Tokyo. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the "Terms of Use"), govern your access to and use of the platform available at https://sigmamusic.net, including any content, functionality, and services offered on or through the website (the "Platform"), whether as a visitor or as a registered user

Acceptance of the Terms of Use

Please read these Terms of Use carefully before using the Platform. By using the Platform or by clicking to accept or confirm your agreement to the Terms of Use when this option is available, you accept and agree to comply with these Terms of Use, including our Privacy Policy, Cookie Policy, Anti-Fraud Policy, the Act on the Protection of Personal Information of Japan (APPI), and any other document we may publish on the Platform from time to time. If you do not wish to accept these Terms of Use, you must not access or use the Platform.

Age requirement (18+). This Platform is intended exclusively for persons over eighteen (18) years of age. By accessing, using, or registering on the Platform, you represent and warrant that you are at least eighteen (18) years old and that you have the legal capacity to enter into a binding contract. If you are under eighteen (18) years of age, you are not authorized to access, use, register, or create an account on the Platform and must leave it immediately. We reserve the right to suspend or cancel any account if we determine (or reasonably suspect) that the user is under eighteen (18) years of age.

Professional use. The End User represents and acknowledges that they access and use the Platform and the Service in the context of their professional, commercial, artistic, or business activity—in particular, the commercial exploitation of their music—and not as a consumer; accordingly, consumer and user protection rules do not apply to them. However, where the User has consumer status by legal mandate, these Terms will apply without prejudice to the non-waivable rights granted by such regulations (see Section 11.7).

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time, at our sole discretion. We will notify you of any changes no less than ten (10) days before their effective date (by notice on the Platform, digital notification, or email), consistent with Section 11.5. Continued use of the Platform after the effective date means you accept the revised Terms; if you do not agree, you may terminate the relationship in accordance with Section 5 before that date. You are expected to review this page periodically to stay informed of any changes, as they are binding on you.

Definitions

To make these Terms of Use easier to understand, the following main expressions will have the meanings indicated below:

"Customer": refers to any person who accesses or makes use of a Digital Music Service.

"Cover Song Licensing": refers to the licensing processing/obtaining services for cover songs provided by us.

"Digital Distribution": means the transmission, by any means of data transmission or communication, via the internet, internet radio, kiosks, in-store listening points, mobile, wireless, satellite, and similar communication systems, whether currently known or existing in the future, of the End User Content in multiple digital formats, including, but not limited to, clips, permanent downloads, subscriptions, streaming plays, and temporary downloads (temporary downloads), ringtones (ring-tones), and ring-back tones (ring-back tones), and any other medium.

“Digital Music Service”: means any digital channel/platform, such as music download portals, music and video streaming services, mobile music platforms, digital (and terrestrial) radio stations, digital (and terrestrial) television networks, and mobile networks (e.g., Apple Music, iTunes, Spotify, Tidal, Amazon, etc.), that allows Customers to purchase and/or listen to the End User Content.

“End User”: means you (hereinafter, the End User), who is an artist, songwriter, author, producer, agent (including royalty beneficiaries), rights holder, or other persons who are authorized and empowered to exploit certain music (including the composition and the recording) and to use the Platform, the Platform API, or parts thereof.

“End User Content”: means all intellectual property works (including, without limitation, musical works, recordings, music videos, ringtones, real-tones, lyrics, logos, cover art, and images/photographs) for which the End User has the necessary exploitation rights, including the usual “Neighboring Rights.”

"Service": means the service we provide through the Platform to make End User Content available on Digital Music Services (in this case, Digital Distribution Services).

Accordingly, these are the rights and obligations of each of the parties:

Platform access and security

2.1 During the Term and subject to your compliance with these Terms of Use, you have the right to access the Platform and use the Service we provide through it.

2.2 For informational purposes, the Platform's functionalities include, among others:

(a) Upload End User Content to the Platform so that it is available on Digital Music Services.

(b) Select the channels, territories, and Digital Music Services where End Users want their content to be available.

(d) Pay directly the corresponding fees for the services contracted.

(e) Host the End User Content, qualify it, transform it, and transmit it to Digital Music Services.

(f) Update the works distributed on the Digital Music Services.

(g) Takedown or removal of content (takedown).

(h) Assign codes (ISRC, UPC, ISWC).

(i) Access sales and usage reports for End User Content on Digital Music Services.

(j) Request payment of the Royalties generated by End User Content.

(k) Manage and receive Neighboring Rights.

We reserve the right to withdraw or modify the Platform, and any service or material we provide on the Platform, including, without limitation, changing the features, design, appearance, or presentation of the Platform, at our sole discretion and without prior notice. We will not be liable if, for any reason, all or part of the Platform is unavailable at any time or for any period. Occasionally, we may restrict access to some parts of the Platform, or to the entire Platform, to users, including registered users. If you are not satisfied with the resulting Platform, you may terminate the relationship as described in these Terms of Use.

2.3 Likewise, you represent and undertake that you have all necessary rights with respect to the End User Content to exploit it through the Platform and, therefore, you grant us a worldwide right to reproduce, store, transfer, and make available the End User Content as you request at any given time, under the terms described in Section 6. This right and authorization are granted exclusively for those Digital Music Services on which you decide to make the End User Content available through our Service; this means that, if you use the Service to make the End User Content available on a specific Digital Music Service, you may not make that same content available on that same Digital Music Service using a service other than the Service and the Platform.

2.4 To access the Platform or some of its features, you may be asked to provide certain registration data or other information. It is a condition of your use of the Platform that all information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register on this Platform or otherwise, including, but not limited to, the use of any interactive functionality of the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information in accordance with our Privacy Policy.

If you choose or are assigned a username, password, or any other information as part of our security procedures, you must treat such information as confidential and must not disclose it to any other person or entity. You also acknowledge that your account is personal and agree not to provide any other person with access to the Platform or parts of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password, or any other security breach. You also agree to log out of your account at the end of each session. You must be careful when accessing your account from a public or shared computer so that others cannot see or record your password or other personal information. We have the right to disable any username, password, or other identifiers, whether chosen by you or provided by us, at any time and at our sole discretion, for any reason or no reason, including if, in our opinion, you have breached any provision of these Terms of Use.

What you can do and what you cannot do

3.1 By registering and uploading End User Content to the Platform, you assume and undertake the following:

You must use the Platform diligently and upload information and content whose rights belong to you or for which you are authorized by the rights holder. You must provide all information necessary to use the Service, which we may request during your use of the Service. You must pay all applicable fees for the Services we provide to you, as described below. You must inform us of any activity that is inconsistent with these Terms of Use. You must indicate through the Platform whether the End User Content contains "explicit" content. The term "explicit" content refers to content that evokes sexual, racist, violent, or any other harmful connotations. You will not carry out illegal activities through the Platform or the Services, nor actions that could harm or damage any party, including us.

3.2 You undertake to use the Platform diligently and, therefore, you agree to:

(a) not grant access to the Platform to any third party or to employees who do not have their own credentials to access the Platform; (b) not access the source code of the Platform; (c) not use the information, rules, or instructions contained in the Platform for purposes other than those set forth in these Terms of Use; (d) not disclose to any third party any information obtained through the Platform; (e) not allow the public to access or use the Platform (including, without limitation, via the internet); (f) not use the Platform to upload content that is not your property or for which you do not have an express license to exploit it commercially; (g) not reproduce the Platform, in whole or in part, for any purpose; (h) not copy and/or distribute the Platform, in whole or in part, by any means; (i) not create any form of "frame" or "mirror" of (any part of) the Platform on any other server or wireless or internet-based device; (j) not transfer the Platform to any third party; (k) not assign, sell, resell, rent, lease, lend, sublicense, subcontract, or otherwise transfer the Platform and/or the Service to any third party, nor authorize or designate any third party to do so; and (l) not modify the Platform or provide any person with the means to do so. This includes the obligation not to create derivative works and/or translate, disassemble, decompile, alter, destroy, or reverse engineer the Platform, nor attempt to do so, except where expressly permitted by applicable law; and not to circumvent the technological protection measures incorporated into the Platform.

3.3 The Quicklink and Shortlink features must be used solely for the promotion and redirection to the End User's music services and their music catalog. The use of Quicklink or Shortlink to promote or redirect to other sites, including affiliate links, viruses, harmful or sensitive/inappropriate content, hate/racist content, pornographic content and/or other links unrelated to media, will be considered spam and may result in immediate and permanent expulsion from this service.

3.4 In general, you agree to use the Platform lawfully and diligently and you will not do anything prohibited by law or by these Terms of Use. You will be liable to us for any breach of these Terms of Use, as described in Section 9.

3.5 Certain selected users have been granted access to a specific “portal” with publishing synchronization and administration functionalities within the Platform. Records submitted there would be registered with mechanical collection societies (HFA, MLC, etc.) and with performing rights organizations (PROs) under an agreement such organizations have entered into with us. This “portal” on the Platform should be considered as the “Exhibit A” mentioned in the Agreement. This Section 3.5 applies only to certain selected users who have applied or have been recruited by us and who have contractually accepted publishing administration.

3.6 After registration, you may upload End User Content (including sound recordings and audiovisual works, photographs, images, and other related content) to your personal account for subsequent Digital Distribution.

3.7 You may only upload content to the Platform that you own or for which you have written permission from the rights holders. You may not legally upload content whose rights belong to third parties. We may ask you to provide us with all documents, contracts, and registration certificates necessary to confirm that you are the rights holder of the End User Content, and we reserve the right to ask you not to upload content from a specific author or producer. At our sole discretion, we may also remove from the Platform any End User Content that we consider does not belong to you.

3.8 As specified above, under no circumstances may you upload content that may be harmful, threatening, illegal, confidential, defamatory or libelous, harassing, obscene, indecent, fraudulent, that infringes privacy rights, that incites hatred or includes text of a racist, ethnic, or similar nature, that is contrary to, obstructs, or limits any person in any way, or that may expose us or third parties to damages or liabilities of any kind.

3.9 You may not upload private or false information of any third party, including without limitation physical addresses, phone numbers, and/or email addresses.

3.10 You are not authorized to upload content that may infringe any national or international copyright law, any other intellectual property law and/or third-party trademark ownership. This includes infringements of national or international trademark laws and, without exception, rights of image and publicity ("rights of publicity").

3.11 As specified elsewhere herein, you are free to exploit the End User Content, directly or indirectly through third parties, on Digital Music Services that have not been selected or made available on the Platform.

3.12 We reserve the right to access and review all or part of the End User Content to ensure compliance with the law and these Terms of Use. We also reserve the right to remove files, data, or information you have uploaded if we determine they do not comply with these Terms of Use, or if we consider them unsuitable or inappropriate for the Platform or the Service.

3.13 Zero-tolerance policy against fraud, bots and manipulation (Anti-Fraud)

3.13.1 General principle (organic promotion).

You undertake to promote and market the End User Content solely through organic, legitimate practices that comply with the law, these Terms of Use and the applicable policies of the Digital Music Services.

3.13.2 Prohibited activities.

It is strictly prohibited, directly or indirectly (whether by you, your team, labels, managers, agencies, "promoters", marketing providers, or any third party acting on your behalf), to engage in or attempt to engage in any conduct intended to artificially manipulate metrics or performance, including, without limitation:

Use of bots, scripts, automations, or any non-human means to generate plays, views, downloads, "saves," followers, comments, or any other interaction.

Deceptive purchase, exchange, or incentivization of plays/streams, downloads, or engagement (including "pay-for-stream," "streaming farms," click farms, or similar practices).

Playlist manipulation (including fraudulent placement, inclusion through deception, or coordinated playlist networks to inflate metrics).

Artificial traffic generation, misleading redirects, campaigns designed to simulate real consumption, or any technique to alter analytics.

Any practice that violates anti-fraud policies, streaming integrity policies, or the content/monetization guidelines of a Digital Music Service.

3.13.3 Determination standard (internal decision and/or DSP).

To apply this policy, it will be sufficient that, at our sole discretion, we determine that fraud, manipulation, or artificial activity exists or is reasonably likely to exist based on (i) internal investigation, technical signals, anomalous patterns, available evidence, or other reasonably relevant information; and/or (ii) notification, warning, hold, claim, reversal, investigation, or confirmation by any Digital Music Service, aggregator, payment processor, or third party.

3.13.4 Graduated and proportionate measures.

In the event of a situation covered by this Section 3.13, we may, in accordance with the published Anti-Fraud Policy and proportionally to each case, adopt one or more of the following measures:

Immediately suspend access to the Platform and/or the Service.

Reject deliveries, block releases, and/or stop pending distributions.

Fully or partially take down content distributed through the Platform.

Permanently cancel your account and terminate the contractual relationship.

Block future submissions and/or prevent new sign-ups, including under other related accounts.

How it applies: in cases of confirmed fraud (bots, artificial streams, or confirmation from the store or processor), we act immediately, with notice. In cases of a first occurrence or a doubtful case, we notify you with the reason detected and give 14 days to respond with evidence before any definitive measure. Appeals are submitted through support and are always resolved within a maximum of 14 days. Urgent matters to protect the catalog (active fraudulent content) do not wait for the appeal, but the appeal always exists.

3.13.5 Effects on payments, withholdings and adjustments.

You agree that any pending payment may be withheld, investigated and/or adjusted in accordance with Section 4 (Fees), including the offsetting of chargebacks, reversals, penalties, deductions, costs and amounts claimed or withheld by Digital Music Services or third parties. You also acknowledge that we will have no obligation to pay you amounts that we have not received or that have been reversed, withheld or recovered due to fraudulent or suspicious activity.

3.13.6 Cooperation and information exchange.

You authorize us to cooperate with Digital Music Services, payment processors, and/or third parties in the prevention and investigation of fraud, including providing information reasonably necessary related to your account, your content, metadata, technical reports, and/or relevant activity, in accordance with applicable law and our published policies (for example, Privacy Policy).

3.13.7 Survival.

The obligations, authorizations, and consequences set forth in this Section 3.13 shall survive the suspension or termination of your account and/or these Terms of Use.

Content created or assisted with Artificial Intelligence (AI)

1. Definitions. "AI Tool" means any artificial intelligence or machine learning-based creation system, model, or service (including text-to-music generators, voice synthesizers or cloners, and composition, arrangement, mixing, or mastering assistants). "AI Content" means any recording, composition, lyrics, voice, instrumentation, audio, image, or material generated, in whole or in part, through an AI tool.

2. Permission and human authorship. We allow the distribution of AI Content as long as there is a real and significant human creative contribution and you are the principal human author of the work, using the AI tool solely as a support instrument. Content entirely generated by AI without substantial human creative intervention is not permitted. You acknowledge that a work lacking human authorship may not be protectable by copyright in certain jurisdictions, and that this is not our responsibility.

3. Ownership and commercial rights. You represent and warrant that you own or have the necessary legal authorization over 100% of the rights to the recording, composition, lyrics, vocals, and all material you submit, including AI Content. In particular, you represent that you used an AI creation platform under a valid and current license or subscription that expressly grants you commercial and distribution rights to the output. You acknowledge that free or trial plans of many AI tools do not grant such rights, and that it is your responsibility to verify this.

4. Lawful origin of the model. You represent and warrant, to the best of your knowledge and belief, that the AI tool used was not trained on third-party copyrighted works without a license, and that the output does not incorporate or derive from third-party protected material without authorization.

5. Prohibitions. You may not deliver AI Content that: (a) imitates, clones, or evokes the voice, name, image, identifiable style, or identity of any real person or artist without their express written consent; (b) includes samples, loops, interpolations, remixes, or third-party works without the written license or authorization of the rights holders; (c) infringes copyrights, neighboring rights, trademarks, image rights, publicity rights, or other third-party rights; or (d) is created or distributed to manipulate algorithms or recommendation systems (mass near-identical uploads, duplicated audio, misleading credits, or other stream fraud or spam practices).

6. Authorship and License Statement; evidence. As a precondition, you will complete the Authorship and License Statement we provide to you, truthfully, completely, and in a structured manner identifying the scope of AI use (lyrics, vocals, composition or arrangement, full or partial audio). You will retain and provide the evidence we require (for example, proof of a paid subscription or license with commercial rights, license agreements, or links to the tool) throughout the term of distribution. Omission, falsity, or misrepresentation of AI use constitutes a material breach.

7. Review and timelines. AI Content may require additional verification and extend the review or publication timeline. We may request additional information or evidence and suspend delivery until it is validated.

8. Disclosure and labeling. You will comply with the AI disclosure, labeling and transparency requirements required by the Digital Music Services and applicable AI platforms, and you authorize us to transmit your Declaration's disclosure information to such services. You acknowledge that some services may detect, label, restrict, deprioritize, exclude from content identification or monetization, or reject the AI Content according to their own policies.

9. Risk from third-party policies. The requirements and standards of Digital Music Services and AI platforms are outside our control and change frequently; acceptance of a delivery does not guarantee acceptance, permanence, monetization, or visibility. We assume no obligation to monitor, anticipate, or notify changes in third-party policies, and we will not be liable for rejection, limitation, exclusion, removal, or loss of revenue arising from such policies or changes.

10. Powers; removal and penalties. We may, at our reasonable discretion, refrain from distributing, delay, remove (including retroactively), suspend or cancel the distribution of AI Content upon legal claim, breach (or reasonable suspicion) of this section, or demand from a Digital Music Service. Measures may include withholding payments attributable to the affected content and suspending or terminating the account in the event of serious or repeated breach.

11. Nature of the service. We provide a one-time payment distribution service, which does not constitute legal advice; payment of the fee does not transfer to us responsibility for the legality, originality, ownership or compliance of the AI Content.

12. Indemnification. You will indemnify and hold us harmless (along with our affiliates, officers, employees, and collaborators) from any claim, loss, damage, liability, fine, cost, and expense (including reasonable attorneys' fees) arising from (i) the breach of your representations, warranties, or obligations, or (ii) any claim of third-party infringement related to the AI Content.

13. Survival. Warranties, representations, indemnification, and evidence preservation survive termination or cancellation.

Fees

4.1 Service Fees.

By using the Service, you must pay us the fees corresponding to the Services contracted.

Unless mutually agreed otherwise in writing (for example, in a customized agreement), you will receive 100% of the Net Revenue that we actually receive from Digital Music Services from the exploitation of End User Content. "Net Revenue" means all revenue actually received by us after deducting, as applicable: licensing fees, administration fees, deductions applied by stores/Digital Music Services and service partners, chargebacks, reversals, adjustments, refunds, penalties, payment processing costs, and applicable taxes.

If a custom agreement applies, you authorize us to deduct a sales commission according to the agreed percentage on the Net Revenue actually received by us.

4.2 Payments, withdrawal requests, and methods.

All payments and associated claims: (i) will be managed through the "Wallet" section of the Platform; (ii) will be made in the currency indicated by us; and (iii) will be paid through the methods enabled on the Platform, which may include PayPal, Venmo (available only to U.S. residents), bank transfer (for example, via Stripe), and/or other available payment providers, to the account designated by you.

If any authority imposes a tariff, tax, levy, or fee, you agree to pay such amount or provide valid exemption documentation where applicable.

Payment of royalties/revenue generated under these Terms of Use will be made “on demand” within sixty (60) days following receipt of a withdrawal/payment request (“payout request”) from you, provided the amount owed exceeds the minimum payment threshold applicable to the requested withdrawal.

4.2.1 Holds, zero-tolerance Anti-Fraud, and no obligation to pay amounts not received.

Pursuant to Section 3.13 (zero-tolerance Anti-Fraud), you agree that we may, without prior notice, suspend withdrawals/payments, withhold amounts, block your "Wallet" and/or suspend or cancel your account when, at our sole discretion, we determine that fraud, manipulation, or artificial activity exists or is reasonably likely to exist, whether based on internal investigation, technical signals, anomalous patterns, or available evidence, and/or upon notification, warning, hold, claim, reversal, investigation, or confirmation by a Digital Music Service, aggregator, payment processor, or third party.

You acknowledge that Digital Music Services may withhold, reverse, deduct, reclaim, or deny payments for fraudulent or suspicious activity. In such cases, you agree that we will have no obligation to pay you amounts that: (a) we have not received; (b) have been withheld; or (c) have been reversed, deducted, or recovered by Digital Music Services, payment processors, or third parties for reasons related to fraud, bots, or manipulation.

Likewise, you authorize us to withhold payments for an additional period of up to (24) months (or the maximum permitted by applicable law) when reasonably necessary to complete investigations and/or cover chargebacks, reversals, penalties, deductions, costs (including reasonable investigation/management costs), or claims associated with fraudulent or suspicious activity.

Any payment you receive from us will be subject to all applicable taxes (including VAT, withholdings or others).

4.2.2 Recovery/compensation of amounts.

Payment of an invoice or the execution of a withdrawal by us will not later prevent us from disputing amounts, making adjustments, or exercising the rights provided in these Terms of Use.

We may recover any amount owed by you (including amounts previously paid that are later reversed or reclaimed by a Digital Music Service or by third parties) through offset, by withholding such amounts from present or future payments, and by notifying you thereof.

4.3 Adjustments, revised reports, and future deductions.

If any Digital Music Service deducts or claims any amount due to a contingency, adjustment, overpayment, refund, reversal, investigation, fraud, or invalid activity related to the End User Content, or if an investigation conducted by us reasonably demonstrates that the revenue reported for any prior month should have been lower, we may, upon concluding such investigation and at our sole discretion, issue revised sales reports for the applicable month(s) and deduct the corresponding amount from future payments, which you acknowledge and accept.

4.4 Charge authorization and letters of direction.

You expressly and irrevocably authorize SIGMA MUSIC to collect/gather the revenue derived from the exploitation of the End User Content through the Platform, to the extent required by the operation of the Service, including without limitation digital distribution revenue and any other concept related to the Service provided.

When necessary, we may ask you to sign a specific letter of direction as requested by a collection society, organization, or relevant third party, which you agree to provide as soon as requested.

4.5 Invoices and receipts.

We will make the corresponding invoices and receipts available to you, including mandatory taxes, in accordance with applicable regulations.

4.6 Price, commission, and minimum threshold changes.

We reserve the right to modify the price of the Service, the sales commission percentage, and/or the minimum payment threshold. Any change will be notified to you at least (30) days before the effective date and will apply to future revenue.

4.7 Deferred collection, deductions and outstanding balances.

We may decide not to charge you initially for use of the Service and/or optional services. In such case, you authorize us to deduct the corresponding amounts from your future payments.

If, after (1) year from the start of the relationship, you have distributed End User Content on credit and have not generated sufficient sales to pay the outstanding balance, we reserve the right to demand payment of the outstanding balance upon request.

4.8 Refunds.

4.8.1 One-time payment, no subscription. Service fees are charged as a one-time payment per release (single or album). There are no subscriptions or automatic renewals; the price is shown before confirming payment.

4.8.2 Payment initiates distribution. By completing payment, you accept these Terms and expressly consent to the immediate start of the distribution process (preparation, verification or review, and delivery to Digital Music Services). Accordingly, you acknowledge that you lose any right of withdrawal or cancellation you may have. We keep a record of the payment with its date and time.

4.8.3 The service begins upon payment. SIGMA Academy is part of the service and is mandatory before distributing. Once the service has started with payment, there are no refunds. We always refund duplicate, erroneous, or unauthorized charges. If a mandatory consumer protection law grants you a refund, that law prevails.

4.8.4 Rejection in verification. If our verification team rejects the End User Content (for example, for failing to comply with these Terms or platform standards), such review is part of the service already provided and its rejection does not entitle you to a refund.

4.8.5 Erroneous charges. Duplicate, erroneous, or unauthorized charges will be refunded after verification.

4.8.6 Mandatory consumer rights. The provisions of this Section 4.8 apply unless an applicable mandatory consumer protection rule recognizes a right of withdrawal, cancellation or refund that cannot be validly excluded; in such case, that right shall prevail.

For Cover Song Licensing, the refund policy of the corresponding external provider will apply (for example, if EasySongLicensing.com is used: https://www.easysonglicensing.com/pages/about-us/refund-policy.aspx).

Term and termination

5.1 Term; termination without cause (with prior notice).

The duration of our contractual relationship is initially indefinite. It will begin when you register on the Platform and expressly accept these Terms of Use. Except in cases of immediate termination for cause provided in these Terms of Use (including Section 3.13), you or we may terminate the Service at any time by giving thirty (30) days' notice prior to the termination date.

In the event of termination without cause, you must pay all outstanding amounts owed to us within a maximum of five (5) days from the notification date, or we will transfer any positive balance to you, as applicable, in accordance with Section 4. Before requesting termination, you must manage the removal of the End User Content from the Digital Music Services using the "Takedown" functionality available on the Platform, unless we carry out the removal on our own behalf or the Platform/Digital Music Services do not allow it for technical or policy reasons.

You authorize that, after termination, we may suspend your account, block your access, and delete (or anonymize where appropriate) files and information uploaded to the Platform, without prejudice to retaining information when necessary to comply with legal obligations, resolve disputes, prevent fraud, or comply with audits.

If your account is closed or you request its deletion, we delete your personal data within a maximum of 30 days, as explained in the Privacy Policy. Payment and distribution data are retained for as long as required by law.

Termination will not affect the rights and obligations accrued by the parties as of the termination date, including payment, offset, and adjustment obligations under Section 4.

5.2 Immediate termination for cause (includes zero-tolerance Anti-Fraud).

We may terminate our relationship with you and cease the Service immediately (without prior notice) when, at our sole discretion, there is cause, including: (a) if you are subject to a liquidation or insolvency proceeding (voluntary or involuntary) that is not dismissed within sixty (60) days; (b) if you infringe our Intellectual Property Rights; (c) if you breach Section 3.13 (zero-tolerance Anti-Fraud), our Anti-Fraud Policy, or if we determine that fraudulent activity or manipulation exists or is reasonably likely (whether through internal investigation and/or notification/action by a Digital Music Service); (d) if you commit any illegal activity using the Platform or the Service; (e) if an outstanding balance is not paid in accordance with Section 4.7; or (f) if you breach any term or condition established by us (here or in any other document accepted by you) and do not cure such breach within forty-eight (48) hours of our notice, unless the breach is, by its nature or severity, incapable of being cured or requires immediate termination (including fraud/bots/manipulation).

In cases related to Section 3.13, you further agree that we may immediately take down all or part of the catalog, reject releases, and block future redistributions.

5.3 Amounts outstanding as of the termination date.

In all cases of termination, all costs due for any Service provided by us up to the effective date of termination must be paid by you.

5.4 Limitation upon termination; survival.

We will not be liable to you for damages of any kind arising from the termination of our relationship under these Terms of Use. Rights and obligations that by their nature should survive (including, without limitation, Sections on payments, adjustments/compensation, anti-fraud, intellectual property, limitation of liability, and dispute resolution) will survive termination.

5.5 Content takedown and fees; relationship with Anti-Fraud.

If the End User wishes to withdraw End User Content, they must submit a Takedown in accordance with what is available on the Platform. Where applicable, Takedown fees must be paid and processed before any redistribution.

Without prejudice to the foregoing, pursuant to Section 3.13, you acknowledge that we may carry out Takedowns unilaterally and immediately, and that any pending payment may be withheld, investigated, adjusted and/or offset in accordance with Section 4, especially where there are reversals, deductions or withholdings from the Digital Music Services due to fraudulent or suspicious activity.

5.6 Third-party contracts.

Regardless of termination of the Service, you and we agree to keep in force those contracts we have signed with third parties before receiving notice of termination, to the extent such contracts remain in force and are necessary to complete operational obligations, reports, settlements, adjustments, or withdrawal processes.

Intellectual Property Rights

6.1 The Platform and all of its contents, features, and functionalities (including, among others, all information, software, text, screens, images, video, and audio, as well as the design, selection, and arrangement thereof) are our property, our licensors', or other providers of such material, and are protected by copyright, trademark, patent, trade secret, and other applicable intellectual property or proprietary rights laws, as well as by applicable international treaties.

Nothing contained herein shall be construed as granting or conferring to you any ownership right over the Platform or any part of it. We do not grant you, through these Terms of Use, the right to use our intellectual property, whether for commercial or non-commercial purposes. All these rights are expressly reserved by us and, accordingly, we will retain all licensed or ownership rights over the Platform, our trademarks, technology, etc., together with any total or partial copies thereof.

6.2 When you upload End User Content to our servers through the Platform, you acknowledge the following:

(a) that we are authorized to exploit, directly or through third parties, the End User Content (including recordings, videos, compositions, art/covers, etc.) through the Digital Music Services you select, worldwide and for the duration of our relationship (including as set forth in Section 5.4);

(b) that you are the owner and/or control all rights to the End User Content and/or that you have the full right and ability to upload the End User Content and exploit it under the terms described herein;

(d) that we are authorized, during the Term of the agreement, to grant third parties synchronization licenses for the End User Content worldwide.

6.3 If part of the End User Content uses any type of license known as "copyleft" and such content was created or developed by a person (including artists and producers) who is not affiliated with any Performing Rights Organization (such as, among others, SESAC, BMI or ASCAP in the U.S.; SACEM in France; MCPS in the United Kingdom; SGAE in Spain; GEMA in Germany; etc.) in any country in the world, then, subject to compliance with Section 4.4 above, you authorize us to claim on your behalf, where applicable, before the Performing Rights Organization of each country, any royalties, levies, fees, rights or other concepts that the Digital Music Services have paid with respect to such content.

6.4 You must indicate through the Platform the name of the record label (associated with the phonographic producer) for each release or phonogram that you intend to distribute in any country worldwide using the Platform (phonographic producer associated with a Collective Management Organization (CMO), such as SCPP in France, PPL in the United Kingdom, AGEDI in Spain, CAPIF in Argentina, etc.). However, if any of the End User Content is distributed using a "Public Label Name" available on the Platform, you agree, in accordance with the provisions of Section 4.4 above, to the following:

You authorize and facilitate the transmission by you to us, and the acquisition by us from you, of the following rights associated with the End User Content (sound recordings, compositions, music videos, etc.) distributed through the Platform: (a) reproduction rights and/or (b) public communication or public performance rights. You authorize us to claim on your behalf, where applicable, before the Collective Management Organization (CMO) of each country, any rights, fees, obligations, or other concepts that such entities have collected regarding said content.

Fraud

7.1 Anti-Fraud Policy.

We work constantly and invest significant resources to prevent automated and fraudulent behavior. For this reason, we have created a specific Anti-Fraud Policy, available in the footer of this site.

By accepting these Terms of Use, you acknowledge and expressly agree to our Anti-Fraud Policy and therefore agree that, among other commitments, you will not perform, nor authorize any third party to perform, directly or indirectly, automated, fraudulent, or otherwise invalid reproduction, interaction, or consumption actions, especially on Digital Music Services.

7.2 Zero tolerance (no "strikes").

Our Anti-Fraud Policy applies under a “zero tolerance” approach. This means that, in the event of confirmed fraud or reasonably suspicious activity (whether detected by us and/or reported, withheld, or confirmed by a Digital Music Service), we may take immediate action without prior warning, including suspension or permanent cancellation of the account, content takedown, blocking of future submissions, and withholding/adjustment of payments in accordance with Sections 3.13, 4 (Fees), and 5 (Term and termination). We will be strict in enforcing this policy.

Privacy

8.1 Our data protection policy is described in the Privacy Policy. The Privacy Policy is part of our relationship and, therefore, by accepting these Terms of Use you also acknowledge and accept our Privacy Policy, as well as our Cookie Policy. The Privacy Policy and our Cookie Policy are available in the footer of our website.

Warranties, limitation of liability

9.1 No warranties; "as is" service.

We cannot guarantee that the Platform and the Service will meet your requirements. Unless expressly provided otherwise in these Terms of Use, we provide the Services and the Platform "as is" and without warranty. We disclaim all other warranties, express or implied, including implied warranties of non-infringement, merchantability, and fitness for a particular purpose.

The Platform cannot be tested in all possible operating environments; therefore, we do not guarantee that the features contained in the Platform will meet your requirements, that the operation of the Platform will be uninterrupted, or that the Platform will be error-free. Except as set forth herein and to the extent permitted by law, all other warranties, express or implied, statutory or otherwise, are excluded, including, but not limited to, the implied warranties of merchantability, quality and fitness for a particular purpose on our part.

Neither we nor any of our suppliers or third-party partners will be liable for any injury, loss, or damage, whether indirect, special, incidental, or consequential, nor for loss of profits, contracts, loss of data or programs, the cost of recovering such data, nor for incorrect, defective, or failed performance of the End User Content.

9.2 Indemnification.

You agree to defend, indemnify, and hold us harmless, along with our affiliates, licensors, and service providers, as well as our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms of Use or your use of the Platform, including, among others, the End User Content, any use of content, services, and products of the Platform other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Platform.

9.3 Limitation of liability.

Our liability under or in connection with the Platform and the Service (including damages), whether for negligence, breach of contract, or otherwise, will be limited to the value of the fees paid by you to us during the twelve (12) months preceding the claim.

You acknowledge that such monetary damages are sufficient for any damage you might suffer in connection with the Service and expressly waive any right to injunctive relief or to any damages other than those provided in this Section 9.3. This limitation does not prevent seeking urgent injunctive relief from the court when necessary to avoid irreparable harm.

9.4 Exclusion of indirect damages and economic losses.

We will not be liable for any loss arising directly or indirectly from: (a) profits, (b) savings, (c) goodwill, (d) reputation, (e) revenue, (f) anticipated savings, (g) business or opportunity, or (h) any other similar purely economic loss; nor for special, indirect, consequential, or incidental losses or damages of any kind or nature, regardless of whether, in each case, they arise from breach of contract, warranty, tort, strict liability, negligence, or otherwise, even if we had been advised of the possibility of such loss or damage, or if such loss or damage could have been reasonably foreseen.

9.5 Infringement notices; content takedown.

We respect the rights of third parties (including copyright, image and personality rights, etc.) and we expect our clients to do the same. In compliance with the Japanese Act on Limitation of Liability for Telecommunications Service Providers (プロバイダ責任制限法), we will respond promptly to remove or disable access to material uploaded by users of the Platform and/or the Service that is alleged to infringe third-party rights.

9.6 Non-excludable liability. Nothing in these Terms excludes or limits our liability for willful misconduct, gross negligence, personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable mandatory law (including consumer and user protection regulations). The limitations in Sections 9.3 and 9.4 apply only to the maximum extent permitted by such law; if any is deemed invalid, the remaining provisions shall remain fully in force.

Priority accounts

At our sole discretion, we may offer to enroll you in an exclusive account that grants you priority features (“Priority Account”). Unless otherwise stated, a Priority Account will be subject to these Terms of Use. Priority Accounts will have additional terms that will be specified in our Priority Account offer, including, without limitation, the following.

Without prejudice to any benefit or special condition of a Priority Account, it does not exempt, reduce, or limit the application of Section 3.13 (zero-tolerance Anti-Fraud), Section 4 (Fees), or Section 5 (Term and termination). Any prohibited conduct related to bots, manipulation, or fraud may result in immediate suspension or cancellation of the Priority Account, content takedown, and withholding/adjustment of payments, without favoritism or exceptions.

10.1 Priority Account Term.

The term of a Priority Account will consist of an initial period of one (1) year plus a first mandatory continuous renewal period (“rolling period”) that will end on December 31 of the same calendar year. By way of example only, if your Priority Account begins on May 1, 2023, the earliest end date of the term would be December 31, 2024. The deadline to send us written notice would be no later than March 1, 2024 (that is, 60 days before the end of the initial 1-year period) and the term would continue during the first mandatory continuous renewal period (eight (8) more months until December 31, 2024). If you do not meet the March 1, 2024 deadline, then the term will automatically extend for a new calendar year until December 31, 2025.

The purpose of the first mandatory continuous renewal period is that, over time, all of our Priority Accounts become aligned in the same annual accounting period (January 1 – December 31).

10.2 Additional renewals.

Subsequently, additional extension periods will automatically renew the term for one (1) year, unless you notify us in writing, at least sixty (60) days before the end of the then-current extended period, that you do not wish to extend the term for a new 1-year extension period.

10.3 First right of refusal over releases.

After your first music release, you agree that we will have a right of first refusal on all subsequent music releases during the term of your Priority Account. For clarity, this means that when you wish to release music during the Term of your Priority Account, you will release it on the Platform, unless:

1) You send us a written request stating that you wish to launch the project with a third party; and

2) We send you written notice stating that you may release the project with a third party (and we will specify any applicable conditions, holdback, or restriction).

Miscellaneous

11.1 Assignment: We may freely assign any or all of our rights or obligations under these Terms of Use. You may not assign (in whole or in part), transfer, or sublicense your rights under these Terms of Use to any third party without our prior written consent.

11.2 Severability: If any provision of this Agreement is deemed invalid or unenforceable, that provision will be applied to the maximum extent permitted, and the remaining provisions of this Agreement will remain in effect.

11.3 Promotion: We are not obligated to carry out online promotion and/or marketing of End User Content under these Terms of Use. However, we may offer promotional services (including complementary services) that you may contract separately. Such services do not exempt or limit the application of Section 3.13 (zero tolerance Anti-Fraud), and any bot practices, manipulation, or fraud may result in suspension/termination, takedown, and retention/adjustment of payments in accordance with these Terms.

11.4 Notices: Any notice that you or we must give in connection with the development and performance of these Terms of Use, whatever their purpose, must be made by postal mail, digital notification (available on the “Notification” page of the Platform), or email to the addresses listed in your account on the Platform and, in our case, to any of the following means: SIGMA MUSIC

Email: support@sigmamusic.net.

11.5 Amendments: We may modify these Terms of Use, the Anti-Fraud Policy, the Cookie Policy, the Privacy Policy or any other legal document from time to time, in which case the new terms will replace previous versions. We will notify you no less than ten (10) days in advance of the effective date of any modification and we may consider your continued use of the Service and/or the Platform after the effective date as your consent to such modification. The fact that we do not at any time enforce any provision of these Terms of Use, the Anti-Fraud Policy, the Privacy Policy, the Cookie Policy or any other legal document does not constitute a waiver of that provision or of any other provision of our terms.

11.6 Confidentiality: In the event that we provide you with any type of information (including, but not limited to, Platform statistics, performance KPIs, marketing material, etc.), you agree to treat such information as confidential and, under no circumstances, may you use it (for your benefit or for the benefit of third parties), disclose it, transmit it to third parties, or make it public in any way without our prior written agreement.

11.7 Governing law and dispute resolution.

11.7.1 Definition of Consumer. For purposes of this section, "Consumer" is the natural person who uses the Service for a purpose unrelated to their professional or business activity.

11.7.2 Governing law. This Agreement shall be governed by and construed in accordance with the laws of Japan, excluding its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

11.7.3 Mandatory Consumer Rights. If you are a Consumer, the choice of Japanese law does not deprive you of the protection guaranteed to you by the mandatory provisions of the law of your country of habitual residence; where such provisions are more favorable, they shall prevail.

11.7.4 Prior amicable resolution. Before initiating any proceeding, the parties will attempt to resolve the dispute in good faith through written notice and a sixty (60) day period. This does not prevent seeking injunctive relief or using small claims procedures.

11.7.5 Arbitration (general rule). Except as provided in sections 11.7.6 and 11.7.7, any dispute arising from or related to these Terms shall be finally resolved by arbitration administered by an internationally recognized arbitration institution, by a single arbitrator, seated in Tokyo (Japan) and in the Spanish language. The award shall be final and binding, and may be enforced in accordance with the 1958 New York Convention.

11.7.6 Special Consumer Protection. If you are a Consumer: (a) you retain in full the rights granted to you by mandatory Japanese consumer protection laws, in particular the Japanese Consumer Contract Act (消費者契約法); (b) arbitration is offered to you on a non-exclusive and voluntary basis, so you may choose to go to court; (c) the Tokyo District Court shall have jurisdiction in the first instance, without prejudice to the forums that the aforementioned mandatory Japanese laws reserve for consumers.

11.7.7 Exceptions. Requests for interim measures, intellectual property actions, and small claims may be filed with the competent court without prior arbitration.

11.7.8 Individual actions. You retain all rights granted to you by mandatory consumer protection law, including your forums and courts. Only to the extent permitted by law, disputes will be resolved on an individual basis and not as part of a class action.

11.7.9 Time limits. The limitation and expiration periods shall be those provided by applicable law; where a mandatory consumer protection rule sets a different period, that period shall prevail.

11.7.10 Severability. If any provision of this section is deemed invalid or unenforceable, it will be limited or removed to the minimum extent necessary, and the remaining provisions will remain fully in effect.

11.8 Copyright infringement notices: All notices of claims for copyright infringement must be sent to the designated copyright agent in our Copyright Policy, in the form and by the means set forth in that policy.

11.9 Platform control; export: The Platform is controlled, operated, and administered by us from Japan. We do not represent that the content is appropriate or available for use in all jurisdictions, and access from territories where it is illegal or improper is prohibited. You may not use the Platform to export content in violation of applicable Japanese law or international export controls or sanctions. If you access the Platform from outside Japan, you assume sole responsibility for compliance with applicable local laws.

11.10 Cover song licensing: For Cover Song Licensing, the Terms of Service applicable to cover song licensing through EasySongLicensing.com are incorporated herein by this reference and can be found on their site at: https://www.easysonglicensing.com/pages/about-us/terms-of-use.aspx.

If you have questions or inquiries about these Terms of Use or any document governing the Platform, please contact us by email at: support@sigmamusic.net.