Terms and Condition 

1.  General Use of the Platform

1.1 General Provisions

1.2 Key Definition

1.3 Terms of Acceptance

1.4 Modifications and Updates

1.5 Severability of  Terms and Conditions

1.6 Headings for Reference Only

1.7 No Waiver of Rights

1.8 Delays Due to Force Majeure

1.9 Limitation of Liability for External Activities

1.10 Entire Agreement

1.11 Assignment of Rights and Obligations

2. Terms of Platform Use 

2.1 Account Types and Registration Requirements

2.2 Use of Minor-Supervised Accounts

2.3 Legal Responsibility of the Minor’s Representative

2.4 Account Security and User Responsibility

2.5 Prohibited Uses

2.6 Service Modifications

2.7 Limitations of Liability

3. Marketplace Usage Conditions

3.1 Use and Responsibility of the User Partner(Creator Artist and/or Seller)

3.2 Originality Requirements, Licensing, and Content Responsibility

3.3 Prohibited Content and Conduct

3.4 Content Resale and Sublicensing

3.5 Technical and Format Limitations

3.6 Content Update and Removal

3.7 Prohibition of Unfair Competition

3.8 Prohibition on the Use of AI-Generated Content

3.9 Alternative Delivery in Case of Technical Failure

4. Terms of Use of the Collective Program (Referral System)

4.1 General Access and Participation

4.2 Benefits of the Collective Program

4.3 Non-Employment Relationship and Limitation of Liability

4.4 Reference to Policies and Compensation Plan

5. Refund Policy for Product and Membership Purchases

5.1 Purchase Conditions

5.2 No Refunds for the Purchase of Products or Digital Content

5.3 Membership Refunds

5.4 Waiver of Banking Claims and Chargebacks

5.5 Non-Refundable Taxes and Fees

5.6 Resale, Licensing, and Use of Acquired Content

5.7 Fraud, Manipulation, and Unjustified Claims

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1.Gereral Use of the Platform 

1.1 General Provisions

These General Terms and Conditions of Use (hereinafter, the “Terms”) govern the access, browsing, and use of the digital platform Brain Musik, owned and operated by Brain Musik, LLC, a company duly incorporated under the laws of the State of Florida, United States of America. Brain Musik operates as a technology platform that enables its users to create, manage, monetize, and acquire musical, graphic, and audiovisual content through a marketplace model and a collaborative organizational structure referred to as the Collective Program. Accessing, browsing, registering, or using any functionality of the platform constitutes full, express, and unconditional acceptance of these Terms, as well as of any future amendments that Brain Musik, LLC reserves the right to implement at its sole discretion and without prior notice. It is the sole responsibility of the User to periodically review the current version of these Terms, which shall remain permanently available through the official website or application [insert official link]. Failure to comply with any provision contained herein may result, at the sole discretion of Brain Musik, in the temporary suspension or permanent termination of the User’s or Collective Members' account, without any right to refund or compensation of any kind.

1.2 Key Definitions
For the purposes of these Terms and Conditions, the following definitions shall apply:

• Platform: Refers to the mobile application, website, or any other digital medium operated by Brain Musik, LLC through which the company’s services are offered.
• Marketplace: The digital environment provided by Brain Musik, LLC within its Platform, where User Partners acting as Creator Artists or Sellers may establish their own Music Store. Within this space, the User Partner may showcase, license, and/or sell their original content (including beats, lyrics, melodies, visuals, animations, cover art, and other creative elements) in accordance with the Company’s terms and conditions and through the use of integrated legal licenses.
• Collective Program: Brain Musik allows each User Partner to build their own community within the Platform by directly inviting friends, colleagues, or others interested in accessing the same growth opportunity. Through this system, participants may generate income while simultaneously fostering a collaborative and professional expansion community supported by the Company’s business model.
• User (Client): Any natural or legal person who accesses, browses, registers, purchases products or services, and uses functionalities within the Brain Musik Platform, without participating in the Collective Program System or engaging in any commercial or direct content-selling activities within the Marketplace.
• User Partner (Creator Artist / Store Owner “Seller” or Collective Program Participant): A natural or legal person who actively participates in Brain Musik’s business model. They may manage their own digital store within the Marketplace, offering original content for sale (such as lyrics, beats, cover art, animations, video clips, or other creative elements), and/or participate in the Commercial Expansion System through the Collective Program by referring others, without necessarily creating or selling content. All User Partners develop the Brain Musik business model, either through creative sales, organizational growth, or both.
• Content: Any original work uploaded by the Creator Artist or Seller to their store, including but not limited to: beats, lyrics, vocals, graphic art, animations, video clips, and related digital files.
• Health Score: An internal evaluation system that assesses each store’s performance, activity, regulatory compliance, and reputation within the Marketplace. A low score may result in restrictions, while a high score may grant benefits, increased visibility, and access to additional tools.
• Wallet: An internal digital tool that allows User Partners to view in real time their earnings, commissions, purchases, financial transactions, and withdrawal requests.
• Licenses or Rights Transfers: Forms of authorization granted by the Creator Artist or Seller to the Buyer for the use of Content under specific terms. Brain Musik recognizes two main modalities:
  
  • Exclusive License: Grants the Buyer the exclusive right to use the Content, in accordance with the terms expressly defined by the Creator Artist or Seller. The creator may retain royalty rights, publishing participation, or even full or partial ownership, depending on the terms set forth in the license.
  • Full Rights Transfer: Through an assignment agreement, the Creator Artist or Seller transfers to the Buyer all present and future rights to the work, including ownership, use, exploitation, and distribution, on a permanent, irrevocable, and exclusive basis in exchange for a fixed fee. The assignor fully, finally, and irrevocably waives any editorial, moral, or economic rights to the work, to the maximum extent permitted by applicable law.

1.3 Terms of Acceptance
By registering, creating an account, or using any of the services offered through the Platform, the User or User Partner expressly declares and agrees that they have read, understood, and fully accepted these Terms and Conditions, the Policies and Procedures, the Privacy Policy, and any other supplementary documents issued by Brain Musik, LLC. Acceptance of such documents constitutes a legally binding agreement between the User, the User Partner, and Brain Musik, LLC, which is valid and enforceable under the laws of the State of Florida and the federal regulations of the United States of America. The User or User Partner acknowledges that their continued access, browsing, or use of the Platform constitutes a free, express, and ongoing manifestation of consent with all applicable contractual provisions, as well as with the principles of legality, good faith, and regulatory compliance—particularly with respect to electronic commerce, intellectual property rights, digital conduct, and other obligations inherent to their activity within the Platform. If the User or User Partner does not agree with any of the terms herein established, they must refrain from accessing, registering, or using any of the services provided through the Platform.
1.4 Modifications and Updates
Brain Musik, LLC reserves the right, at its sole and exclusive discretion, to modify, update, amend, or replace at any time these Terms and Conditions, internal policies, current contractual agreements, as well as pricing structures, fees, licensing terms, and any other applicable provisions governing the products and services offered on the Platform.
Such modifications shall be legally valid and binding upon their publication through Brain Musik’s Official Materials, defined as:

• The official Brain Musik mobile application;
• The company’s official website;
• Electronic communications sent to the User’s registered email address;
• Newsletters, inserts, catalogs, price lists, or any other reasonably used digital communication channels of the company.

Modifications to membership fees, product prices, or licensing terms may become effective immediately and without prior notice, unless otherwise required by applicable law.Continued use of the account, access to the Platform, completion of commercial transactions, or participation in commission programs, bonuses, or other benefits offered by Brain Musik shall constitute an express, voluntary, informed, and irrevocable acceptance of the implemented changes, without requiring a physical signature or any additional confirmation from the User or User Partner.

1.5 Severability of Terms and Conditions

In the event that any provision of these Terms and Conditions, whether in its original or modified form, is declared invalid, illegal, or unenforceable by a court of competent jurisdiction in the State of Florida, such provision shall be deemed severable and separate, and shall be limited, modified, or removed only to the extent strictly necessary to comply with legal requirements, without affecting the validity, binding force, or enforceability of the remaining provisions. The remaining clauses shall be interpreted and applied as if the affected provision had never been a part of this agreement, and shall remain fully in force and legally effective under the laws of the State of Florida and any other applicable jurisdiction.

1.6 Headings for Reference Only

The titles, subtitles, and headings contained in these Terms and Conditions, as well as in the Policies and other related contractual documents, are included solely for organizational and reference purposes. They do not constitute a substantive part of the contractual content and shall not be used to interpret, limit, expand, modify, or alter in any way the meaning, scope, or legal effect of the provisions contained in this Agreement.

1.7 No Waiver of Rights

Neither party shall be deemed to have waived its right to demand strict compliance with these Terms and Conditions, the internal Policies, or any applicable laws governing the commercial relationship between the parties. The failure of either party to exercise, on one or more occasions, any right, power, or remedy provided for in this Agreement, or to insist on strict performance of any contractual obligation, as well as the existence of practices, customs, or conduct contrary to the terms hereof, shall not be construed as a waiver of such rights, nor shall it affect their validity, enforceability, or future exercise. Any waiver must be made in writing and signed by a legally authorized representative of the waiving party. A waiver of a specific breach shall not constitute a waiver of any future breaches, nor shall it affect the rights or obligations of other Users or User Partners. Furthermore, the existence of any claim, dispute, or cause of action between the parties shall not constitute a valid defense to prevent, condition, or delay the enforcement of any current contractual provision.

1.8 Delays Due to Force Majeure

Brain Musik, LLC shall not be held liable for any delay, interruption, or partial or total failure to fulfill its contractual obligations attributable to User Partners, provided that such non-performance results from causes beyond its reasonable control, including but not limited to:

• Strikes or labor disputes;
• Civil or political unrest;
• Wars or armed conflicts (whether declared or undeclared);
• Fires, floods, or natural disasters;
• Pandemics, epidemics, or public health emergencies;
• Shortages of critical supplies or technological outages;
• Failures in third-party services essential to the operation of the Platform;
• Court orders, government decrees, or unforeseen regulatory measures.

In such cases, the contractual obligations of Brain Musik shall be deemed suspended or reasonably adjusted, without such suspension or adjustment constituting a breach of contract or giving rise to any right to compensation.

1.9 Limitation of Liability for External Activities

Brain Musik, LLC operates solely as a technological intermediary platform for the publication, promotion, commercialization, and distribution of content generated by User Partners (Creator Artists or Sellers). The Company does not produce, edit, or directly manage the products offered in the Marketplace and, therefore, assumes no responsibility for the content, accuracy, quality, legality, or ultimate commercial use of such products.

External Commerce and Third-Party Use:
User Partners, affiliated companies, or external collaborators may, under their own responsibility:

• Commercialize their content through external e-commerce platforms;
• Integrate their products or services via personal websites;
• Use approved External Sites to associate their content with their personal brand;

provided that the product’s origin, the original creator’s copyright, and the Company’s Brand, Licensing, and Promotion Policies are strictly respected.

Brain Musik shall not be held liable for:

• The use or distribution of content on external platforms outside the Brain Musik environment;
• Commercial activities conducted by third parties, even if they utilize content originally published on the Platform;
• Any economic, reputational, or contractual outcomes resulting from such activities.

Any third party acting as a collaborating company or affiliated brand must obtain express written authorization from Brain Musik, LLC and comply with all terms applicable to their contractual relationship.

1.10 Entire Agreement

This document, together with its annexes, internal policies, and supplementary terms published by Brain Musik, LLC, constitutes the entire and binding agreement between the parties, and supersedes any prior agreement, communication, or understanding, whether oral or written, related to the subject matter hereof.

1.11 Assignment of Rights and Obligations

The User Partner may not assign, transfer, or delegate any of the rights or obligations arising from this Agreement without the prior, express, and written authorization of Brain Musik, LLC. Notwithstanding the foregoing, Brain Musik, LLC may freely assign or transfer its rights and obligations, without requiring the User’s consent, to any affiliated, subsidiary, parent, or related entity, as well as in connection with a merger, acquisition, corporate reorganization, spin-off, or transfer of assets, whether in whole or in part.

2. Terms of Platform Use

Use of the Platform is strictly conditioned upon compliance with the requirements set forth in these Terms and Conditions. All User Partners must be of legal age under the applicable laws of their place of residence and possess full legal capacity to enter into binding agreements.In the case of natural persons who are considered minors in their jurisdiction, they may register as User Partners of Brain Musik, LLC only if they have obtained express, written authorization that is valid and legally granted by their parent or legal guardian. Such authorization must be formalized through a document drafted by a duly licensed attorney or issued by a competent governmental authority, in accordance with the requirements established by applicable law.By accessing, registering, or using the Platform, the User Partner represents and warrants that they meet all applicable legal requirements and agrees to provide complete, truthful, accurate, and up-to-date information at all times, as may be required by Brain Musik, LLC for legal, tax, and contractual purposes.

2.1 Account Types and Registration Requirements

To access the features and services of the Platform, the User Partner must create an account within the Brain Musik system, which may be registered under the following categories:

• Personal Account: Intended for natural persons who wish to use the Platform on their own behalf.
• Business Account: Intended for legally established commercial entities, such as limited liability companies (LLCs), corporations (Corps), partnerships, or other legally recognized structures operating under the laws of their jurisdiction of incorporation.

The information provided during the registration process must be accurate, truthful, complete, current, and verifiable. In the case of business accounts, the following information is required: the legal name of the entity, its tax identification number (EIN or equivalent), registered business address, and the name of the authorized legal representative.

The following are strictly prohibited:

• Providing false, inaccurate, or fraudulent information;
• Impersonating any third party, whether a natural or legal person;
• Registering accounts in the name of another person or entity without proper legal authorization and supporting documentation.

The User Partner—whether a natural person or the legal representative of an entity—shall be solely responsible for maintaining the confidentiality and security of their login credentials, as well as for any activity conducted through their account. Misuse of the account, creation of multiple accounts for fraudulent purposes, or any attempt to circumvent verification systems may result in temporary suspension, functional restrictions, or immediate termination of the account.

Brain Musik, LLC reserves the right to:

• Verify at any time the accuracy of the information provided by the User Partner;
• Request additional documentation to validate the identity or legitimacy of the account;
• Limit, suspend, or revoke the User Partner’s access in the event of irregular activity, contractual breaches, or any conduct deemed contrary to the proper use of the Platform.

2.2 Use of Minor-Supervised Accounts

Brain Musik, LLC allows limited access to the Platform by minors exclusively through a “Supervised Account” model, in which a parent or legal guardian acts as the Account Administrator and Authorized Legal Representative of the minor. The minor may engage in creative activities, upload content, and use the Platform’s features solely under the direct supervision and with the express authorization of the responsible adult.The responsible adult shall be the sole legal holder of all rights, duties, and obligations arising from the use of the account and shall be fully liable for any conduct, publication, or transaction carried out by the minor through said account.

Such adult shall be required to:

• Expressly accept these Terms and Conditions, the Privacy Policy, and any other applicable supplemental regulations;
• Assume full legal, tax, and contractual responsibility for the minor’s use of the Platform;
• Ensure that the use of the account complies with the applicable laws of their country of residence and with the internal policies of Brain Musik, LLC.

Brain Musik, LLC reserves the right to request additional documentation verifying the identity of the minor and the authorization of the legal representative, as well as to limit, suspend, or terminate access in the event of noncompliance, fraudulent documentation, or misuse of this account model.

2.3Legal Responsibility of the Minor’s Representative

The Legal Representative of the minor expressly declares and agrees to the following:

Ownership and Assumption of Responsibility:
They assume exclusive ownership of all income generated, licensing rights, contracts, tax filings, legal obligations, payments, and claims arising from the minor’s use of the Platform, and expressly release Brain Musik, LLC from any direct or indirect liability related to the minor’s legal capacity.

Joint and Several Legal Responsibility:
They act as the joint and several legal obligor toward Brain Musik, LLC for all activities carried out by the minor on the Platform, including but not limited to:

• Participation in the referral system and Collective Program;
• Execution and acceptance of licensing agreements, rights assignments, or other binding contracts;
• Management of sales, payments, and use of commercial or financial tools;
• Full compliance with these Terms and Conditions and all applicable regulations.

Content Restrictions and Prohibited Activities:
The minor’s use of the Platform shall be subject to the active and continuous supervision of the Legal Representative, who must ensure compliance with the Platform’s code of conduct. It is strictly prohibited to:

• Post, upload, or distribute sexual, violent, explicit, discriminatory, offensive, or age-inappropriate content;
• Engage in any unlawful, fraudulent, or otherwise prohibited activity, or any conduct that violates these Terms and Conditions, intellectual property laws, or third-party rights.

Verification and Access to Funds:
Prior to enabling any payments, commissions, or access to the virtual wallet system associated with a supervised account, the Legal Representative must:

• Complete and submit the applicable tax form (W-9 for U.S. residents, W-8BEN or equivalent for non-residents);
• Provide an active bank account registered in their name, as the sole permitted method for receiving payments generated from the minor’s activities;
• Provide verifiable proof of their legal guardianship through valid and properly notarized or legalized documentation issued by a licensed attorney or competent authority.

Failure to comply with any of these provisions shall entitle Brain Musik, LLC to immediately suspend or terminate the supervised account without prior notice and without prejudice to any applicable legal or contractual remedies.

2.4 Account Security and User Responsibility

The User Partner acknowledges and agrees that they are solely and exclusively responsible for all activities conducted through their account, regardless of whether such actions were carried out by them personally or by third parties, with or without their knowledge or consent.In the event of suspected

unauthorized access, misuse, credential loss, or any other anomaly related to account security, the User Partner agrees to immediately notify the Brain Musik, LLC support team through the official channels designated for such purposes.

To help protect the integrity of the account, the Platform expressly recommends the following security measures:

• Use strong, secure, and unique passwords;
• Change login credentials periodically;
• Never share access information with third parties under any circumstances;
• Activate additional security features available on the Platform (such as two-factor authentication or equivalent systems).

Brain Musik, LLC shall not be liable under any circumstances for financial losses, damages, or legal consequences arising from the User Partner’s negligence, carelessness, or failure to exercise due diligence in managing their account. This includes, but is not limited to:

• Sharing login credentials with third parties;
• Failing to promptly report security incidents;
• Omitting the implementation of reasonable and available basic security measures.

2.5 Prohibited Uses

The User Partner agrees to use the Platform in an ethical and lawful manner, in full compliance with these Terms and Conditions, as well as with all applicable laws and regulations concerning intellectual property, privacy, electronic commerce, and data protection. The following actions are strictly prohibited:

• Using the Platform for any unlawful, fraudulent, deceptive, or rights-infringing activities, including but not limited to: infringement of copyrights, trademarks, patents, trade secrets, rights of privacy or publicity, or any other rights protected under applicable law;
  
  
• Uploading, publishing, marketing, or distributing content that infringes the intellectual property, moral, contractual, or proprietary rights of third parties, whether in whole or in part, directly or indirectly;
  
  
• Posting, sharing, or distributing content or language that is offensive, defamatory, obscene, discriminatory, violent, threatening, or that promotes hatred, harassment, racism, xenophobia, or any form of violence or exclusion on the basis of race, gender, sexual orientation, religion, nationality, disability, age, or any other personal or social characteristic;
  
  
• Manipulating, interfering with, or attempting to intentionally alter the Platform’s internal systems, including but not limited to: sales mechanisms, reputation scores, licensing structures, commission calculations, visibility algorithms, or any other technical or commercial functionality, for fraudulent or malicious purposes;
  
  
• Using unauthorized automated tools, such as bots, scripts, crawlers, reverse engineering techniques, scraping tools, vulnerability exploitation, or any other technical method intended to access, extract, alter, or damage the Platform’s content, structure, or operation, or to negatively affect other User Partners’ experiences;
  
  

Impersonating or attempting to impersonate another individual, company, artist, brand, entity, or collective without express, valid, and legally documented authorization.

2.6 Service Modifications

Brain Musik, LLC reserves the right to modify, suspend, restrict, or remove, at any time and without prior notice, any functionality, feature, section, or content of the Platform, whether temporarily or permanently. Any updates, enhancements, technical maintenance, or functional adjustments implemented on the Platform shall likewise be governed by these Terms and Conditions, unless expressly stated otherwise in the corresponding modification notice.In the event of service interruptions due to scheduled maintenance, system updates, operational improvements, technical issues, or force majeure events, Brain Musik, LLC will make reasonable efforts to notify User Partners in advance through the official communication channels available.The User Partner acknowledges and agrees that uninterrupted, continuous, and error-free access to the Platform cannot be guaranteed, as interruptions may occur beyond the reasonable control of Brain Musik, LLC. Such interruptions include, but are not limited to:

• Failures or outages in services provided by third-party or external technology vendors;
  
  
• Internet connectivity disruptions or limitations;
  
  
• Cyberattacks, intrusions, or unforeseen vulnerabilities;
  
  
• Emergency technical maintenance;
  
  
• Acts of God, circumstances beyond the company’s control, or force majeure events.
  
  

Accordingly, Brain Musik, LLC shall not be liable under any circumstances for economic losses, direct or indirect damages, loss of income, business interruptions, data loss, reputational harm, or any other consequence arising from modifications, suspensions, restrictions, or interruptions in access to or operation of the Platform.

2.7 Limitation of Liability

Brain Musik, LLC does not guarantee or promise any economic, artistic, creative, or commercial results arising from the use of the Platform, its tools, services, or functionalities. The performance and benefits achieved by each User Partner depend solely on their individual decisions, actions, skills, and strategies.Any contractual relationship, licensing agreement, sale, assignment, commission, or collaboration established between Buyers and Sellers within the Marketplace shall be the sole responsibility of the parties involved. Brain Musik, LLC acts exclusively as a technology provider and digital intermediary, facilitating contact, content distribution, and access to management tools, without intervening in, supervising, or participating in the negotiation, execution, or fulfillment of agreements entered into between User Partners.

Under no circumstances shall Brain Musik, LLC:

• Be considered a party to contracts, licenses, assignments, collaborations, or agreements entered into between User Partners;
  
  
• Have any obligation to intervene, mediate, reconcile, or resolve contractual, commercial, or legal disputes between Buyers and Sellers or any other User Partner;
  
  
• Be held liable for errors, omissions, contractual breaches, intellectual property claims, payment disputes, economic losses, or for any direct, indirect, incidental, special, or consequential damages resulting from the use of the Platform or from relationships formed between third parties within the digital environment provided.
  
  

Furthermore, the Platform does not operate as an artistic agency, record label, legal representative, advisor, or commercial partner of any User Partner under any circumstances. Its role is strictly limited to that of a technology provider and digital facilitator for the publication, management, promotion, and commercialization of original content created by User Partners.

3. Marketplace Usage Conditions 

3.1 Use and Responsibility of the User Partner (Creator Artist or Seller)

Any User Partner registered as a Store Owner (Creator Artist or Seller) within the Brain Musik, LLC Marketplace is responsible for managing their store in an ethical, lawful, and professional manner, in strict compliance with these Terms and Conditions and with the Policies and Procedures established by the Platform.

The Seller is authorized to upload, list, sell, and commercialize original content through their personalized store, which will be visible to the entire Brain Musik community, within the following categories: Beats Store, Lyric Store, and Arts & Motion Graphic Store.

Store management includes, but is not limited to:

• Keeping the catalog of available products up to date;
  
  
• Setting prices responsibly, in proportion to the value and quality of the content;
  
  
• Clearly defining the applicable terms for each license or assignment (including Exclusive License or Full Rights Transfer), ensuring that they accurately reflect the Seller’s legal intent;
  
  
• Responding promptly to messages, inquiries, or claims from buyers.
  
  

It is the sole responsibility of the Seller to understand, apply, and correctly select the appropriate legal rights modality for each listing. Any ambiguity, contradiction, error, or omission in the terms offered shall be solely attributable to the Seller, and Brain Musik, LLC shall bear no responsibility in that regard.

All published content must meet the technical, legal, aesthetic, and editorial requirements set by the Platform, including but not limited to:

• Minimum quality standards for audio, image, or design, depending on the product type;
  
  
• Use of formats compatible with industry standards (e.g., MP3, WAV, Stems, MP4, PDF, DOCX, PNG, JPG, among others);
  
  
• Proper inclusion of metadata, authorship, credits, and descriptions;
  
  
• Professional and appropriate cover images and graphic elements that do not violate conduct policies or third-party rights.
  
  

The creation of multiple stores by the same User Partner is strictly prohibited, unless expressly authorized in writing by Brain Musik, LLC. This restriction includes, but is not limited to:

• Duplicate or shared accounts;
  
  
• Registrations under identical or related legal entities, businesses, or brands;
  
  
• Use of the same phone number, email address, or physical or tax address;
  
  
• Matching tax identification numbers (EIN), legal representatives, or banking information.
  
  

Brain Musik, LLC reserves the right to investigate, merge, suspend, or terminate accounts if duplications, concealed relationships, or strategies aimed at circumventing this policy are detected, without prior notice and without prejudice to the exercise of additional legal or contractual actions.

All content published on the Brain Musik, LLC Marketplace must be entirely and exclusively original, created by the User Partner or by members of their direct team under their direction and ownership. This includes, but is not limited to: beats, lyrics, melodies, samples, illustrations, animations, cover art, video clips, graphic works, designs, visual art, and any other file uploaded to the Platform.

Third-Party Material:

If third-party material is incorporated, the User Partner must possess prior, express, documented, and legally valid authorization issued by the original rights holder.

Declaration of Originality:

The User Partner declares and warrants that the content they publish on the Platform:

• Was entirely created by them or by their direct team under their supervision;
• Has not been copied, reproduced, adapted, or derived, in whole or in part, from third-party works without proper legal authorization;
• Does not include samples, loops, chord progressions, melodies, effects, illustrations, voices, animations, characters, templates, or designs from third parties without a valid and verifiable license;
• Has not been generated, in whole or in part, using copyrighted material without the appropriate legal rights or permissions.
  
  

The use of content sourced from public libraries, sound banks, public domain images, or content labeled as “royalty-free” or “public use” is strictly prohibited unless the license has been previously verified and the User Partner holds documentation proving commercial use authorization. Misuse or misinterpretation of such material shall be considered a serious violation.

Document Retention Obligation:

If third-party content is used, the User Partner must retain legally valid documentation, signed by the rights holder, expressly authorizing the publication, sale, or licensing of the content on the Platform. Brain Musik, LLC may request this documentation at any time as part of verification procedures, internal audits, or in response to third-party claims. Failure to provide such documentation, or providing false documentation, may result in immediate account suspension, content removal, and the enforcement of applicable contractual or legal consequences.

Exclusive Responsibility of the User Partner:

The User Partner shall be solely and exclusively responsible for any content they publish, commercialize, or license on the Platform. In the event of copyright, intellectual property, image rights, trademark violations, or breaches of preexisting contracts, the User Partner expressly agrees to:

• Assume full civil, administrative, or criminal liability arising from their actions;
  
  
• Indemnify and hold harmless Brain Musik, LLC from any damage, loss, claim, demand, penalty, fine, judicial order, legal fee, or any direct or indirect consequence resulting from such infringement.
  
  

Brain Musik, LLC shall in no event be liable for content published by User Partners. By using the Platform, the User Partner agrees to comply with intellectual property laws applicable in their jurisdiction and acknowledges their contractual and legal responsibility for use of the system.

3.3 Prohibited Content and Conduct

To preserve the integrity, institutional values, and quality standards of the Platform, it is strictly prohibited for User Partners (Creator Artists or Sellers) to engage in any of the following actions:

Prohibited Content:

It is strictly forbidden to publish, distribute, or commercialize content that:

• Contains explicit sexual material, pornography, nudity, or graphic language of a sexual nature;
  
  
• Includes explicit violence, or messages that are racist, homophobic, transphobic, xenophobic, discriminatory, or that incite hatred, suicide, harassment, or self-harm;
  
  
• Infringes copyrights, image rights, trademarks, privacy, or any other rights protected by applicable law;
  
  
• Distributes offensive, misleading, illegal, fraudulent content, or content that promotes criminal acts;
  
  
• Is generated through artificial intelligence (AI) tools without proper review, without appropriate licensing, or without valid authorization from the original creator, where applicable;
  
  
• Uses, without authorization, the name, voice, image, or registered trademark of public figures, companies, or legally protected entities, including fictional characters or celebrities (e.g., Disney, famous artists, well-known brands);
  
  
• Publishes repetitive, low-quality content or misleading titles solely for the purpose of inflating visibility within the Marketplace (“creative spam”).
  
  

Respect for the Values of Brain Musik:

Brain Musik, LLC is a company founded on Christian principles that promote respect, integrity, collaboration, authentic creativity, and human dignity. These principles are not merely cultural or institutional interpretations, but spiritual foundations based on the Word of God, guiding all actions, relationships, and content permitted on our Platform.

Accordingly, it is strictly prohibited to upload, distribute, commercialize, or interact within the Platform using any content that:

• Contradicts or undermines the ethical, spiritual, moral, or institutional foundations upon which Brain Musik is built;
• Damages the image, mission, or core values of Brain Musik;
• Promotes ideologies, messages, symbols, ideas, lifestyles, or expressions contrary to the company’s Christian identity;
• Uses religious expressions, imagery, or representations in offensive, disrespectful, or distorted ways.
  
  

Brain Musik, LLC reserves the right to remove, without prior notice, any content or account that violates this clause. Such action may include immediate suspension of the store, permanent removal of the User Partner from the Platform, withholding of pending earnings, and any other measure deemed necessary to protect the company’s institutional integrity.

Prohibited Conduct:

Sellers are expressly prohibited from:

• Artificially inflating view, download, or sales statistics through bots, fake accounts, or other unauthorized mechanisms;
• Manipulating license terms with ambiguous, false, or incomplete language;
• Creating multiple disguised stores to evade the health, rotation, or content penalty systems;
• Using offensive, intimidating, passive-aggressive, or disrespectful language in messages directed toward other User Partners or Users (clients);
• Engaging in uncontrolled mass posting (flooding), uploading duplicate versions of the same content, or abusing the upload system in an attempt to rank by volume;
• Engaging in deceptive marketing practices, such as promising features not included in the product, manipulating reviews, or creating fake accounts to boost reputation.
  
  

Brain Musik, LLC reserves the right, without prior notice, to remove any content or account that violates these restrictions. Depending on the severity of the violation, the company may also:

• Temporarily or permanently suspend the violating store or account;
• Cancel any pending sale, license, or operation under review, where legal violations or internal policy breaches are detected, provided the transaction has not yet been completed through the Platform;

Permanently revoke the Seller’s access to the Platform.

3.4 Content Resale and Sublicensing

A Buyer who acquires content through the Brain Musik Marketplace may only resell, sublicense, or transfer such content if—and only if—the original license granted by the User Partner (Creator Artist or Seller) expressly permits it. In all cases, the terms and conditions set forth in the original license must be strictly observed, without any alteration, extension, or reinterpretation that modifies its scope.

Conditions for Resale or Sublicensing:

• The resale or sublicense must be executed under the same terms, limitations, and conditions set forth in the original license, without alterations, edits, modified restrictions, or omissions;
• The new acquirer (sublicensee or secondary buyer) must accept and comply with the original contractual terms and be subject to the same legal obligations;
• The Buyer may not claim authorship, ownership, or moral rights over the acquired work, unless the original license explicitly grants full assignment of ownership or of economic or moral rights, in accordance with applicable law;
• The Buyer must fully comply with the economic compensation stipulated in the original license, including but not limited to: royalty percentages, publishing rights, revenue derived from exploitation, distribution, synchronization, and commercialization of the work, as well as credit attribution, as required by the terms set by the User Partner (Creator Artist or Seller);
• In cases where the User Partner (Creator Artist or Seller) retains a participation interest in the sound recording (master), whether partially or entirely, the Buyer and any third party acquiring rights via resale or sublicense must fully respect the agreed-upon participation rights, royalties, and credit attribution;
• The sublicense may not grant rights, uses, or permissions beyond those expressly authorized in the original license.
  
  

Restrictions and Warnings:

• It is strictly prohibited to sublicense, resell, or distribute content whose original license expressly states that its use is personal, exclusive, non-transferable, or non-sublicensable;
• Any attempt to modify the original terms, misrepresent the source of the content, conceal its origin, resell it as one’s own, or fraudulently use the identity of the Creator Artist shall constitute a serious violation of these Terms of Use and may result in account suspension and legal action;
• The use of acquired content as the basis for derivative works intended for resale is also prohibited, unless expressly and validly authorized in the license;
• Use of the acquired content in commercial works (such as songs, NFTs, presentations, etc.) shall be subject to the specific limitations imposed by the license.
  
  

Buyer’s Responsibility:

The Buyer shall be solely responsible for verifying, complying with, and properly communicating the license terms to any third party with whom the content is shared or transferred. Brain Musik, LLC shall not be liable for disputes, damages, or legal conflicts arising from unauthorized sublicensing or resale. In the event of a violation, Brain Musik may suspend the User Partner’s account, withhold associated earnings, and cancel future transactions.

In all resale or sublicense transactions, the original contractual terms defined by the User Partner (Creator Artist or Seller) shall prevail. These terms must remain intact and unaltered and may not be modified or overridden by the Buyer or any third party under any circumstances.

3.5 Technical and Format Limitations

Brain Musik, LLC reserves the exclusive right to limit, restrict, suspend, or reject the publication of any content that does not meet the technical, aesthetic, professional quality, or format standards required by the music industry or by the internal rules of the Brain Musik Marketplace.

This includes, but is not limited to:

• Files that contain technical errors, poor mixing, distortion, or otherwise unacceptable quality for professional commercialization;
• Use of incompatible or unsupported formats, or formats that fail to meet the Platform’s technical requirements (e.g., resolution, duration, file size, or incorrect structure);
• Inclusion of false, manipulated, or misleading metadata intended to alter search results, internal ranking, or compromise the content’s traceability;
• Publications that exceed the upload, display, download, or storage limits defined by Brain Musik’s operational environment.
  
  

This right may be exercised preventively, correctively, or immediately, without prior notice, in order to protect the overall quality of content offered on the Platform and ensure a professional, stable, and secure user experience for the entire community.

3.6 Content Update and Removal

The User Partner (Creator Artist or Seller) may edit, update, or remove content from their store at any time, provided that such content has not already been acquired by a Buyer, is not involved in an active transaction, and is not subject to any ongoing contractual terms.

Once a product has been sold under an exclusive license or full rights transfer, the content shall be automatically removed from the User Partner’s public catalog and rendered unavailable for future sales, unless the original license expressly states otherwise.

The Seller is expressly prohibited from:

• Re-uploading the same content with minimal modifications, irrelevant alterations, or superficial changes for the purpose of circumventing contractual, technical, or traceability restrictions;
• Deleting products that have already been purchased, without valid legal justification and without formal notice to the Platform;
• Manipulating data, tags, metadata, or license settings with the intent to obscure the traceability of the work or dissociate it from prior transactions.
  
  

Brain Musik, LLC reserves the right to retain internal records related to all sold files, including their versions, licensing conditions, and transactional details, for audit purposes, contractual compliance, and legal protection.

3.7 Prohibition of Unfair Competition

In order to preserve the integrity of the commercial ecosystem and protect the Platform’s licensing framework, commission system, and contractual security, it is strictly prohibited for Sellers, Users, or any third party registered on Brain Musik to engage in acts of unfair competition, including but not limited to:

• Attempting to finalize sales, agreements, or licenses outside the Brain Musik ecosystem when the contact, offer, or negotiation originated within the Platform;
• Promoting, advertising, or redirecting traffic to external websites, stores, services, platforms, or links with the intent to bypass the commission system, license terms, contractual protection, or content traceability of Brain Musik;
• Using the Platform’s internal messaging system for external commercial purposes, including offering discounts, promotions, links, reduced prices, or incentives that encourage the Buyer to complete the transaction outside the protected environment of Brain Musik;
• Creating multiple accounts, fake profiles, or duplicate identities with the intent to simulate competition, manipulate ranking algorithms, or drive traffic to unauthorized profiles.
  
  

Any such conduct shall be deemed serious unfair competition and shall constitute a direct violation of these Terms and Conditions, authorizing Brain Musik, LLC to take the following measures without prior notice:

• Immediately suspend the infringing account;
• Withhold revenues generated through such practices;
• Cancel pending licenses, sales, or commissions;
• Permanently block the involved User Partner’s access to the Platform.

3.8 Prohibition on the Use of AI-Generated Content

In accordance with the guidelines established by the United States Copyright Office and in view of the current lack of legal recognition for copyright protection of works generated exclusively by automated systems, the publication, distribution, promotion, or commercialization on the Platform of content generated, in whole or in part, by artificial intelligence (AI) is strictly prohibited.This prohibition applies to any content created or manipulated by automated tools, algorithmic systems, or generative AI models, including but not limited to:

• Beats, melodies, instrumentals, musical arrangements, or effects generated by AI;
• Lyrics, lyrical texts, or compositions automated without substantial human creative input;
• Synthetic voices, cloned voices, deepfakes, stylistic imitations, or algorithmic transformations of the human voice;
• Images, animations, avatars, cover art, illustrations, graphics, or visuals created using AI visual generation models;
• Derivative works or stylizations created by AI that simulate or reproduce the style of specific artists, composers, or registered trademarks.

Legal Basis and Institutional Policy:

According to the current policy of the U.S. Copyright Office, works not created by human beings are not eligible for protection under the Copyright Act. Given the absence of a regulatory framework ensuring the legality, ownership, and traceability of such content, Brain Musik, LLC adopts as an institutional policy the complete prohibition of AI-generated content on its Marketplace.

User Partner Responsibility:

Any User Partner who violates this clause shall be solely responsible for any legal, commercial, or contractual consequences arising from the unauthorized use of AI-generated content.

Brain Musik, LLC reserves the right to:

• Immediately remove infringing content without prior notice;
• Temporarily or permanently suspend or terminate the account of the offending User Partner;
• Withhold or cancel any income directly or indirectly associated with the prohibited content;
• Report the violation to appropriate authorities or affected rights holders, where required by applicable law.
  
  

By publishing content on the Platform, the User Partner represents and warrants that such content has been entirely created through original human authorship and has not been generated, edited, or transformed by artificial intelligence systems, unless expressly authorized by law and documented accordingly, and provided that such creation does not infringe upon third-party rights or violate Brain Musik’s policies.

3.9 Alternative Delivery in Case of Technical Failure

Brain Musik, LLC shall not be held liable for failures or delays in the delivery of files when such delays are caused by technical issues on the Platform, including but not limited to upload errors, network interruptions, system malfunctions during download, or temporary server outages. In such cases, the User Partner (Creator Artist or Seller) shall be solely and exclusively responsible for ensuring the delivery of the purchased content to the Buyer through alternative means previously agreed upon by the parties, such as:

• Email;
• Secure download links;
• External digital platforms, provided they comply with the privacy conditions and rights stipulated in the original license.
  
  

Delivery must be completed within a maximum of forty-eight (48) hours from either:

• The formal identification of the technical failure by Brain Musik’s system or support team; or
• The Buyer’s confirmation of the purchase, whichever occurs first.
  
  

Failure to comply with this obligation may be deemed a breach of contract, subjecting the User Partner (Creator Artist or Seller) to internal penalties in accordance with the policies of the Marketplace.

4. Terms of Use of the Collective Program (Referral System)

4.1 General Access and Participation

All Users registered on the Brain Musik Platform shall have access to the Collective Program, a referral-based system designed to promote collaborative community-building within the digital ecosystem.

Through this program, Users may:

• Develop a community based on interaction and collaboration;
• Receive benefits, incentives, and bonuses derived from their active participation in the growth and expansion of the Brain Musik community.
  
  

To formally activate participation in the Collective Program, the User Partner must:

• Be an active member of the Platform;
• Have invited, referred, or recruited at least one (1) additional User Partner through the official mechanisms authorized by Brain Musik.
  
  

Participation in the Collective Program is subject to full compliance with these Terms and Conditions, as well as the applicable Policies and Procedures. Any misuse of the program may result in:

• Suspension of benefits;
• Restrictions on system functionalities;
• Permanent termination of the User Partner’s account in cases of severe or repeated violations.

4.2 Benefits of the Collective Program

All active User Partners of Brain Musik shall be entitled to the following benefits as part of the Collective Expansion Program, provided that:

• They comply with the requirements set forth in the Policies, Terms, and Conditions of Brain Musik, LLC; and
• They maintain their account in active status, free of sanctions or restrictions.
  
  

Benefits include, but are not limited to:

• Participation in the Compensation Plan:
  Right to receive bonuses, commissions, and financial incentives derived from the direct or indirect activity of their organization or community, in accordance with the current terms of the Compensation Plan.
• Access to a Personalized Replicated Application:
  A digital tool with a unique referral code, enabling the enrollment of new User Partners, promotion of products, and management of customer or collaborator purchases.
• Official Support Materials and Communications:
  Periodic receipt of newsletters, strategic updates, important alerts, and educational materials supporting their development within the ecosystem.
• Training and Workshops:
  Access to digital workshops, motivational events, and training sessions in sales, leadership, and personal development. Some events may require payment or fulfillment of specific criteria.
• Exclusive Contests and Incentives:
  Eligibility to participate in promotional campaigns, growth challenges, incentive programs, and raffles organized by Brain Musik, offering physical, digital, or monetary rewards.
• Public Recognition:
  Opportunities to receive recognition through rankings, events, or official communications, including digital badges, special mentions, and access to additional benefits based on their achieved level.
• Leadership and Expansion Opportunities:
  Preferential access to pilot programs, early access to new features before their official release, and participation in advisory or collaboration spaces with the Brain Musik team, where applicable.

4.3 Non-Employment Relationship and Limitation of Liability

Participation in the Collective Program does not create any employment, agency, partnership, or representative relationship between Brain Musik, LLC and the User Partner. Each participant acts as an Independent User and shall be solely responsible for their own tax, legal, and contractual obligations.

Brain Musik, LLC shall not be liable for:

• Disputes between User Partners;
• Loss of referrals due to technical or registration errors;
• Suspension of benefits resulting from noncompliance with official policies.

4.4 Reference to Policies and Compensation Plan

All operational aspects of the Collective Program including rules on commissions, bonuses, incentives, promotions, re-enrollment, cancellations, and organizational structure are governed exclusively by the applicable Policies and Procedures and the official Compensation Plan, both of which form an integral part of this Agreement.

5. Refund Policy for Product and Membership Purchases

5.1 Purchase Conditions

By completing a purchase on the Platform, the User or User Partner expressly agrees to the terms set forth in the licenses granted or transferred by the User Partner (Creator Artist or Seller), as well as the applicable Policies and Procedures, the Privacy Policy, and these Terms and Conditions. The Buyer is responsible for reading and understanding the type of license acquired, including its permitted uses, legal limitations, and applicable restrictions. Any misuse of the purchased content may result in civil and/or criminal liability for copyright infringement.

5.2 No Refunds for the Purchase of Products or Digital Content

All sales made through the Platform are final and non-refundable under any circumstances. This includes, but is not limited to, downloads of digital files, usage licenses, beats, lyrics, visual art, animations, sound effects, and any other type of creative content acquired through the marketplace. Due to the intangible, immediate, and non-returnable nature of digital products, Brain Musik, LLC will not accept refund requests once the product has been delivered or made accessible, regardless of whether it has been downloaded, accessed, or used by the Buyer. The purchase of digital content constitutes full acceptance of its usage and licensing terms, and the Buyer assumes full responsibility for understanding and applying such terms in accordance with the license conditions established by the User Partner (Creator).

5.3 Membership Refunds

Membership refunds will be evaluated only under the following exceptional circumstances and shall always be subject to review by Brain Musik, LLC:

Lack of Use or Benefit

The User Partner may request a refund if, during the claimed period, they have not received any commissions, earnings, discounts, tools, training, or any other benefits derived from the membership.

In the case of annual memberships, Brain Musik may refund the unused months if:

• The User Partner has not engaged in any profit-generating activity on the Platform (such as sales or earning commissions); and
• Has not violated contractual terms or the Policies and Procedures.
  
  

Commissions Lower than Membership Value

If the commissions earned during the applicable period are less than the amount paid for the membership, Brain Musik may consider a partial refund equal to the difference, provided that:

• The claim is valid;
• It does not result from fraudulent conduct; and
• The User Partner has complied with all the terms set forth in this document.
  
  

Active Store with No Revenue

If a User Partner operating a Store within the Marketplace cancels their membership and has not engaged in any profit-generating activity during the month in question, Brain Musik may consider refunding the corresponding monthly payment. In the case of annual memberships, a proportional refund of the unused months may be granted, provided there were no recorded sales or benefits used during that period.

General Refund Restrictions:

• Memberships will not be refunded if the User Partner has already received benefits equal to or exceeding the amount paid, including but not limited to: commissions, tools, training, promotions, discounts, workshops, or access to special features;
• Commissions already paid out to third parties for sales or referrals are non-refundable unless proven to have been obtained through fraud;
• In cases of fraud, manipulation of the organizational system, creation of fake accounts, self-referrals, structure simulation, or alteration of personal data, the User Partner shall automatically forfeit the right to any type of refund. Brain Musik may withhold pending payments, disqualify the User Partner from future benefits, suspend or terminate the account, and may pursue legal action if necessary;
• Memberships acquired through coupons, discounts, or promotional offers are non-refundable under any circumstances.
  
  

5.4 Waiver of Banking Claims and Chargebacks

The User Partner expressly waives the right to initiate banking disputes, chargebacks, or claims before financial institutions (including processors such as Authorize.net, DLocal Go, Tipalti, or issuing banks) related to transactions conducted on the Platform. All disputes must be resolved internally in accordance with the procedures established by Brain Musik. Failure to comply with this clause may result in immediate account suspension, loss of access to the Platform, and legal action by Brain Musik, LLC.

5.5 Non-Refundable Taxes and Fees

Sales taxes, transaction fees, processing charges, and any other deductions generated by payment gateways or external entities shall be non-refundable under all circumstances.

5.6 Resale, Licensing, and Use of Acquired Content

Brain Musik permits Buyers to resell products acquired on the Platform only if the original license and associated legal rights explicitly allow it. In resale scenarios, the Buyer must fully respect the moral and economic rights of the original Creator, including royalties, credits, shared ownership, or any clause stipulated in the original license agreement.

Use of Acquired Content

• Content acquired by the Buyer may only be used in accordance with the terms set forth in the granted license. Any unauthorized use shall be considered a copyright infringement and may result in legal action, including account suspension or removal of the content;
• The Buyer may not alter, sublicense, or modify the content without written authorization from the rights holder, unless explicitly permitted by the license.

5.7 Fraud, Manipulation, and Unjustified Claims

• Brain Musik expressly prohibits any attempt to manipulate the organizational system, including but not limited to: creating fake accounts, self-referrals, structure simulation, altering personal data, or any conduct intended to obtain financial gain, rank advancement, bonuses, or commissions fraudulently;
• If suspicious or confirmed activity is detected that compromises the integrity of the compensation system, the company reserves the right to cancel generated commissions, suspend the involved account, and take appropriate legal action;
• No claim for economic reimbursement or acquired rights shall be considered valid if the user has engaged in fraudulent behavior, violated these Terms and Conditions, or used the Platform contrary to its legitimate purpose;

In such cases, Brain Musik may withhold pending payments, remove points, disqualify the user from bonuses, and revoke access to rewards programs without prior judicial authorization.