Artist Agreement

1. Acceptance & Eligibility

By submitting any track, registering an account, or accepting a license payment through CueSoul.ai ("Platform"), you ("Artist") agree to be bound by this Artist Agreement in full. This agreement is entered into between Artist and CueSoul AI LLC, a Tennessee limited liability company ("CueSoul," "we," "us").

Eligibility

• You must be at least 18 years of age.
• You must have the legal authority to license the works you submit.
• You must accurately represent the nature and origin of all submitted tracks, including the method of creation (AI-generated, human-composed, or hybrid).

2. AI Ownership Declaration & Rights Updated

Required Declaration

At the time of submission, Artist must accurately categorize each track as one of the following:

Warranty of Rights

By submitting a track, Artist represents and warrants that:

• They have reviewed the terms of service of the AI platform used (e.g., Suno AI, Udio, etc.) and confirm that commercial licensing of the output is permitted under those terms.
• No third-party human composer, lyricist, or producer holds a claim to the submitted work without their written consent on file.
• The track does not contain samples, interpolations, or replications of copyrighted works without clearance.
• Artist will update the track's ownership declaration within 7 days if the AI platform's terms change in a way that affects commercial rights.

Indemnification

Artist agrees to indemnify and hold harmless CueSoul, its officers, agents, and licensees from any claim, loss, or liability arising from a misrepresentation of ownership or rights status. CueSoul assumes no liability for disputes arising from the evolving legal status of AI-generated works.

3. Submission Standards & Upload Limits Updated

Upload Limits by Tier

Active catalog size is governed by your current membership tier. Limits apply to the total number of live, approved tracks in your catalog at any time.

Technical Requirements

• Audio: WAV or high-quality MP3 (320kbps minimum)
• Metadata: Title, BPM, key, mood tags, instrumentation, and track type (AI/hybrid/human) required at submission
• Preview clip: 30-second preview required for buyer browsing
• Instrumental version: Strongly recommended; required for Catalog/Label tier

Prohibited Content

CueSoul will not list tracks that:

• Contain uncleared samples or identifiable replications of copyrighted melodies
• Include explicit content without appropriate flagging
• Were submitted with false ownership declarations
• Replicate another artist's submission already listed on the platform

4. Quality Review & Rejection Policy New

All submitted tracks are subject to a quality and compliance review before being listed publicly. CueSoul reserves the right to reject any submission that does not meet platform standards.

Re-Submission Limits

• A rejected track may be revised and resubmitted up to two (2) times.
• After two rejections of the same track, that specific recording is permanently ineligible for listing on CueSoul. Artist may submit a new, distinct recording of the same composition.
• Repeated rejection patterns (3 or more tracks rejected across a single account within 30 days) will trigger an account review and may result in submission privileges being temporarily suspended pending a quality consultation with CueSoul staff.

Appeals

Artist may appeal a rejection by emailing hello@cuesoul.ai within 7 days of rejection notice. Appeals are reviewed within 5 business days. CueSoul's decision on appeal is final.

5. Commission Structure & Lock Updated

Standard Commission

CueSoul retains a commission on all sync license fees collected through the platform. The commission rate is determined by Artist's membership tier at the time the license deal is executed (not at time of account creation or track submission).

Payment Schedule

• Earnings are paid via the Artist's connected payment method within 14 business days of license fee collection.
• Minimum payout threshold: $25.00. Balances below this threshold carry forward to the next cycle.
• CueSoul is not responsible for delays caused by payment processor holds, incorrect banking information, or Artist failure to maintain an active payment method.

6. Off-Platform Deals Updated

CueSoul invests significantly in connecting artists with music supervisors, brands, and licensing buyers. To protect this investment and ensure fair compensation:

• If a buyer introduced to Artist through CueSoul (directly or via platform browsing, outreach, or CueSoul-organized events) subsequently executes a license deal with Artist outside the platform, Artist owes CueSoul a commission of 25% of the gross license fee received.
• This obligation applies for a period of 24 months after the buyer's last interaction with Artist via the CueSoul platform.
• Artist must notify CueSoul of any off-platform deal with a CueSoul-introduced buyer within 7 days of execution and remit commission within 30 days.
• Failure to report or remit constitutes material breach and CueSoul may pursue recovery including reasonable attorney's fees.

7. Exclusivity & Competing Platforms

CueSoul does not require catalog exclusivity. Artist may list tracks on other sync licensing platforms simultaneously, subject to the following:

• Artist may not list a track on CueSoul at a lower price than it is listed elsewhere without CueSoul's prior written approval. CueSoul reserves the right to match or remove the listing if price parity is violated.
• If a track is licensed exclusively through another platform for a defined period, Artist must temporarily delist the track from CueSoul during that exclusive window and relist upon expiration.
• Artist may not direct CueSoul-introduced buyers to a competing platform to circumvent CueSoul's commission. Such activity constitutes material breach (see Section 6).

8. Moral Rights & Prohibited Uses New

While CueSoul operates a marketplace and does not pre-approve individual buyer use cases beyond the license category selected, Artist has the right to place specific restrictions on how their tracks may be used.

Restricted Use Categories (Artist Election)

At time of submission, Artist may elect to prohibit their tracks from being licensed for any of the following use categories:

• Political campaign advertising (candidates, ballot measures, PACs)
• Adult content (18+ platforms, sexually explicit material)
• Tobacco, firearms, alcohol, or cannabis advertising
• Religious or anti-religious advocacy content
• Content that promotes violence, hate speech, or discrimination

Platform-Level Prohibitions

Regardless of Artist election, CueSoul will not knowingly facilitate licenses for:

• Content that sexualizes minors
• Content designed to harass, threaten, or defame an identifiable individual
• Use in connection with illegal activity

9. Inactive Account Policy New

To maintain catalog quality and platform integrity, CueSoul enforces the following inactive account policy:

Definition of Inactive

An account is considered inactive if the Artist has not logged in, updated catalog metadata, responded to a licensing inquiry, or received a license payment in the preceding 12 consecutive months.

Inactive Account Handling

• Month 12: CueSoul sends an email notice to Artist's registered address advising of pending inactive status.
• Month 13: If no response or login within 30 days of notice, Artist's catalog is set to "unlisted" (not deleted). Tracks are no longer visible to buyers but are retained in the system.
• Month 18: If account remains inactive, CueSoul may permanently remove the catalog. Artist will receive a second notice at least 60 days prior to permanent removal.
• Reactivation: Artist may reactivate at any time before permanent removal by logging in and confirming continued participation. All tracks are restored to listed status within 48 hours.

CueSoul is not liable for missed licensing opportunities during an inactive or unlisted period.

10. Termination & Removal

By Artist

Artist may terminate this agreement at any time by providing 30 days written notice to legal@cuesoul.ai. During the notice period, existing license negotiations may be completed. All pending earnings will be disbursed at the end of the notice period, provided they meet the minimum threshold.

By CueSoul

CueSoul may terminate this agreement immediately and without notice for:

• Material breach of any provision of this Agreement
• Fraudulent submission or ownership misrepresentation
• Off-platform deal circumvention (Section 6)
• Abusive conduct toward platform staff, buyers, or other artists
• Legal action taken against CueSoul by Artist or Artist's representative

Upon termination for cause, Artist forfeits any unpaid commissions and CueSoul may retain such amounts as liquidated damages.

11. Changes in AI Copyright Law New

The legal landscape governing AI-generated music is actively evolving. U.S. Copyright Office policy, federal legislation, and judicial decisions may materially affect the enforceability, value, or licensability of AI-generated works listed on this platform.

• CueSoul will monitor developments in AI copyright law and notify Artists of material changes within 30 days of a ruling, policy change, or legislation that directly affects platform operations.
• If a change in law renders existing licenses or catalog listings unenforceable, CueSoul will work in good faith with affected Artists and licensees to amend agreements to preserve their original commercial intent.
• Artist acknowledges that CueSoul cannot guarantee the long-term legal enforceability of licenses for AI-generated works and that this risk is shared between Artist and CueSoul.
• Artist agrees to cooperate with any catalog reclassification or documentation requests required to maintain compliance with applicable law.

CueSoul recommends Artists consult with an entertainment or intellectual property attorney regarding their specific catalog and risk exposure.

12. Dispute Resolution

All disputes arising from or relating to this Agreement will be resolved through the following tiered process:

1. Tier 1 — Internal Resolution: Artist submits a written dispute to legal@cuesoul.ai. CueSoul responds within 10 business days with a proposed resolution. No escalation is permitted until Tier 1 is complete.
2. Tier 2 — Mediation: If Tier 1 fails, parties agree to non-binding mediation through a mutually agreed mediator in Shelby County, Tennessee. Costs split equally.
3. Tier 3 — Binding Arbitration: If mediation fails, dispute proceeds to binding arbitration under Tennessee law in Shelby County. Arbitration decision is final and may be entered as a court judgment.

Artist waives the right to participate in any class action lawsuit against CueSoul.

13. General Provisions

Governing Law

This Agreement is governed by the laws of the State of Tennessee. Venue for any legal proceeding is Shelby County, Tennessee.

Entire Agreement

This Agreement, together with the CueSoul Terms of Service, Privacy Policy, Sync License Agreement, and Rate Card, constitutes the entire agreement between the parties.

Modifications

CueSoul may update this Agreement with 30 days' notice via email to Artist's registered address. Continued platform use after the effective date constitutes acceptance.

Severability

If any provision of this Agreement is found unenforceable, the remaining provisions remain in full effect.

No Waiver

CueSoul's failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.