1. Agreement
These Terms of Service (the "Terms") are a binding agreement between Sonproof, Inc. ("Sonproof") and the business entity that registers for or uses the Sonproof platform, website, APIs and related services (the "Service") ("Client", "you"). By creating an account, signing an Order Form, or using the Service, you accept these Terms on behalf of the entity you represent and confirm you have authority to do so. If you have signed a Master Services Agreement ("MSA") with Sonproof, the MSA controls to the extent of any conflict.
The Service is offered to businesses and professional rights holders only. It is not available to consumers.
2. The Service
Sonproof provides (a) continuous monitoring of designated digital platforms for uses of the sound recordings and/or musical compositions you register (the "Catalog"); (b) audio fingerprinting and similarity analysis producing match scores, segment maps and related metadata; (c) human review of candidate matches; (d) evidence packages; (e) on your approval, execution of enforcement actions - claims, monetisation requests, blocking, takedown notices and distributor-level withdrawals - through the channels each platform provides; (f) management of disputes and counter-notices; (g) a dashboard, reports and audit log; and (h) related professional services described in an Order Form.
The specific platforms covered, the actions available on each, service levels, and fees are set out in your Order Form and may be updated as platform programs, policies and eligibility change. Sonproof does not control third-party platforms. Whether a platform accepts a claim, monetises content, removes content, or restores it after a counter-notice is determined by that platform and applicable law, not by Sonproof.
3. Your Catalog and your authority
You may only register works in which you own or exclusively control the relevant rights for the territories and uses you designate, or for which you hold written authority from the rights holder to act. You must provide, on onboarding and on request, documentation sufficient to establish chain of title and your authority (including Letters of Authorisation where you act for others), and must keep it current. You are responsible for the accuracy and completeness of the Catalog metadata (ISRC, ISWC, UPC, writers, splits, territories, license terms and whitelists) you provide.
Sonproof may decline to register, or may suspend enforcement on, any work whose ownership or authority cannot be adequately verified, and may require additional documentation at any time.
You must promptly tell us about any license, settlement, assignment, expiry or other change that affects whether a use is authorised, and must maintain your whitelists so that licensed uses are not actioned.
4. Enforcement actions and approvals
No enforcement action is sent without (a) a Sonproof reviewer confirming the match and the rights, territory and license status, and (b) your approval - either case-by-case in the dashboard or under standing instructions you configure (for example, "monetise all verified exact matches on Platform X"). You may withdraw or narrow standing instructions at any time. Standing instructions do not remove the human-review step.
By approving an action you instruct Sonproof, as your authorised agent, to submit the relevant claim or notice in your name, to make the statements those processes require (including good-faith and accuracy statements), and to handle resulting disputes and counter-notices in accordance with our Copyright Enforcement Policy and Counter-Notice Policy. You warrant that each approval is given in good faith and that the use is, to your knowledge, not authorised by you or the law.
Sonproof may decline to send, or may withdraw, any action that it reasonably believes would be unlawful, would misrepresent the facts, is likely to be an authorised or excepted use (including fair use, fair dealing, quotation, parody or criticism), or would breach a platform's program terms. We will tell you when we do so and why.
5. Fees and payment
Fees are set out in your Order Form and may include platform subscription fees, catalog-size fees, onboarding fees, professional-services fees and a revenue share on amounts recovered or monetised through the Service. Unless stated otherwise, subscription fees are billed annually in advance, revenue-share fees are billed monthly in arrears based on platform-reported revenue, and all invoices are payable within 30 days. Fees exclude taxes, which you are responsible for except taxes on Sonproof's income. Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend the Service on 10 days' written notice for overdue undisputed amounts.
Revenue share is calculated on amounts actually reported and paid by platforms for actions carried out through the Service during the term and, where the Order Form so provides, for a tail period after termination for actions taken during the term.
6. Acceptable use
You must not (a) register works you do not own or control or have authority to act for; (b) instruct or attempt to instruct enforcement against uses you know to be licensed or lawful; (c) use the Service to harass, extort or intimidate; (d) reverse-engineer, scrape or benchmark the Service or its fingerprinting technology except as law permits; (e) resell or sublicense the Service except under a written reseller or distributor agreement; (f) interfere with the Service's security or other clients' use; or (g) use the Service in breach of any platform's terms where those terms bind you.
7. Data and confidentiality
You retain all rights in your Catalog and documentation. You grant Sonproof a non-exclusive, worldwide licence to reproduce, store, fingerprint, analyse and transmit them solely to provide the Service. Sonproof retains all rights in the Service, its fingerprinting technology, models, reference databases, software and documentation, and in aggregated, de-identified data derived from use of the Service. Each party will keep the other's confidential information confidential and use it only for this agreement, with customary exceptions. Our processing of personal data is governed by our Privacy Policy and, for enterprise clients, a Data Processing Agreement.
8. Warranties and disclaimers
Sonproof warrants that it will provide the Service with reasonable skill and care and in accordance with the description in your Order Form and our published policies. Sonproof does not warrant that the Service will detect every unauthorised use, that any particular platform will accept, monetise or remove content, that any recovery will be achieved, or that matching will be free of false positives or false negatives. Match scores are probabilistic indicators and are confirmed by human review before action, but no review process is infallible. Except as expressly stated, the Service is provided "as is" and Sonproof disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted by law.
9. Indemnities
By you. You will defend and indemnify Sonproof and its officers, employees and agents against claims, damages and costs (including reasonable legal fees) arising from (a) your breach of Section 3 (authority and accuracy) or Section 6; (b) any enforcement action you approved that is later found to have been made without adequate rights or in bad faith, including claims under 17 U.S.C. §512(f) or equivalent laws; or (c) your Catalog infringing a third party's rights.
By Sonproof. Sonproof will defend and indemnify you against third-party claims that the Service's technology, as provided by Sonproof and used in accordance with these Terms, infringes that third party's intellectual-property rights, subject to customary exclusions and remedies.
10. Limitation of liability
Except for the indemnities above, breach of confidentiality, or liability that cannot be limited by law, neither party is liable for indirect, consequential, special or punitive damages, or for lost profits, revenue or data, and each party's total liability under these Terms in any 12-month period is limited to the fees paid or payable by you in that period.
11. Term, suspension and termination
The initial term and renewal are set in your Order Form. Either party may terminate for material breach on 30 days' written notice if the breach is not cured. Sonproof may suspend the Service immediately where necessary to prevent harm, comply with law, or where a platform suspends or threatens Sonproof's program access because of actions relating to your Catalog. On termination we will stop all monitoring and enforcement, make your case data and reports available for export for 30 days, and then delete or return your Catalog and documentation in accordance with the Privacy Policy, except as needed to defend pending claims. Sections that by their nature survive (fees owed, confidentiality, indemnities, limitations, governing law) survive.
12. Governing law and disputes
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Any dispute will be resolved exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to their jurisdiction, save that either party may seek injunctive relief in any court of competent jurisdiction.
13. General
These Terms, your Order Form(s), the Privacy Policy, the Copyright Enforcement Policy and the Counter-Notice Policy are the entire agreement and supersede prior discussions. Amendments must be in writing; we may update these Terms for future terms on 30 days' notice. Neither party may assign without consent except to a successor in a merger or sale of substantially all assets. If any provision is unenforceable, the rest remains in effect. Notices must be in writing to the addresses in the Order Form (for Sonproof: legal@sonproof.com). Nothing creates a partnership, joint venture or employment relationship. Neither party is liable for delay caused by events beyond its reasonable control, including platform outages and policy changes.