Client Agreement & Terms of Service

1. Scope of Services

The Studio provides creative services including, as applicable, AI-assisted music generation, prompt engineering, song refinement, transcription, live musician coordination, audio mastering, cover art, and coordination of physical LP/CD production.

All services are offered as an independent creative collaboration on an at-will basis. Submission or payment does not guarantee project acceptance.

2. Editorial and Creative Discretion

All submissions are subject to the Studio's editorial and creative review. Ecclesia Acoustilabs reserves the right to accept, decline, revise, discontinue, or terminate any project request whose requested content falls outside the Studio's artistic scope, production standards, or general-audience guidelines.

Project decisions are made solely on content compatibility and creative scope, not on the identity, background, beliefs, or personal characteristics of any client.

3. Studio Content Standards

Ecclesia Acoustilabs produces work intended for general audiences and aligned with the Studio's creative direction. The Studio may decline content that includes, among other things:

• explicit or sexually graphic material
• profanity-driven lyrical themes
• gratuitous violence or graphic imagery
• other content inconsistent with the Studio's production guidelines

4. AI-Assisted Production Notice

Some projects may incorporate AI-assisted music, artwork, or other generative content iteration tools together with the Studio's proprietary workflows, production judgment, and prompt-engineering methods to build proofs-of-concept prior to finalized human production and full rights transfer.

Because AI systems may generate outputs based on broad datasets, the Studio does not guarantee exclusivity, uniqueness, or copyright eligibility of AI-generated elements.

5. Ownership and License

Unless otherwise agreed in writing:

Client retains ownership of: original self-authored lyrics, personal voice recordings, and other original self-authored materials submitted by the client.

Studio retains ownership of: its prompts, production methods, proprietary workflows, generation processes, and internal creative systems.

Client receives: a non-exclusive, non-transferable license to use the final delivered audio, lyrics we assisted to create from concepts, and/or artwork, solely in connection with the associated project, release, promotion, and distribution.

Unless expressly stated in a separate signed writing, no deliverable is provided as work-for-hire.

The client may not claim authorship of AI-generated elements, resell standalone Studio-created visual assets, sublicense deliverables apart from the associated release, or register copyright in Studio-owned AI-generated components except to the extent permitted by law and supported by the client's own original authorship.

6. Client Materials and Warranties

The client represents and warrants that all submitted materials, including lyrics, voice tracks, images, and other media, are either owned by the client or used with full legal authorization.

Voice Upload Certification: Any uploaded voice recording must be the client's own personal self-authored voice recording unless separately authorized in writing. Unauthorized third-party vocal submissions are prohibited and may be rejected. This clause applies equally to any claimed self-authored materials submitted in conjunction with and for the project.

The client assumes sole legal responsibility for submitted materials and agrees to indemnify, defend, and hold harmless Ecclesia Acoustilabs from any claims, disputes, liabilities, damages, or expenses arising from client-submitted content or unauthorized use of third-party materials.

7. User Content Responsibility, Account Use & DMCA Policy

7.1 User Content Responsibility

In addition to the representations and warranties set forth above, the Client acknowledges that all content submitted to Ecclesia Acoustilabs, including but not limited to audio, text, images, data, or other materials, remains the sole responsibility of the Client.

The Client further represents and warrants that:

• The Client owns or has full legal authorization to use all submitted content;
• The submitted content does not infringe upon any copyright, trademark, privacy, publicity, or other third-party rights;
• The Client has obtained all necessary permissions, licenses, or clearances required for the use of such content.

7.2 Indemnification Expansion

The Client agrees to indemnify, defend, and hold harmless Ecclesia Acoustilabs, LLC, its owners, officers, affiliates, contractors, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or related to:

• Client-submitted materials
• Any alleged infringement of intellectual property rights
• Any violation of applicable law arising from Client content

7.3 Content Review and Removal Rights

Ecclesia Acoustilabs reserves the right, but is not obligated, to:

• Review submitted content
• Refuse, remove, or discontinue use of any content at any time
• Suspend or terminate services or projects based on content that violates these Terms or applicable law

7.4 Account and Service Use

The Studio reserves the right to suspend or terminate access to services at any time for reasons including, but not limited to:

• Violation of these Terms
• Submission of unauthorized or infringing content
• Legal or compliance concerns

7.5 DMCA Policy (Digital Millennium Copyright Act)

Ecclesia Acoustilabs, LLC complies with the Digital Millennium Copyright Act (17 U.S.C. Section 512).

7.5.1 Reporting Copyright Infringement

If you believe that content associated with a project infringes your copyright, you may submit a written notice including:

• Your physical or electronic signature
• Identification of the copyrighted work
• Identification of the allegedly infringing material
• Your contact information
• A statement of good faith belief that use is unauthorized
• A statement under penalty of perjury that the information is accurate

7.5.2 Designated Copyright Contact

Ecclesia Acoustilabs, LLC

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Email: acoustilabs@gmail.com

7.5.3 Company Response

Upon receipt of a valid notice, the Studio may:

• Remove or disable access to the material
• Notify the responsible party
• Take further action as required by law

7.5.4 Counter-Notice Procedure

If you believe material was removed in error, you may submit a counter-notice including:

• Your signature
• Identification of the removed material
• A statement under penalty of perjury that removal was a mistake
• Your contact information
• Consent to jurisdiction of the appropriate court

7.5.5 Repeat Infringer Policy

Ecclesia Acoustilabs reserves the right to terminate services or refuse future engagements for users determined to be repeat infringers.

8. Portfolio and Promotional Display

Unless otherwise agreed in writing, Ecclesia Acoustilabs may display excerpts of work created for a project, including artwork, short audio excerpts, and visual materials, for non-commercial promotional and portfolio purposes, including on the Studio's website and social media platforms.

This promotional use is limited to showcasing the Studio's work and does not grant the Studio the right to commercially sell or license the client's music as a standalone product without separate written authorization.

9. Physical Media and Distribution

Where LPs, CDs, or related distribution-ready materials are produced, the client is solely responsible for ensuring that all content embodied in the release is legally cleared for manufacture, promotion, and distribution. The Studio's role is limited to the agreed creative, production, and fulfillment services.

Third-Party Manufacturing: Physical fulfillment services, including vinyl LP and CD manufacturing, including Tier III services, are performed by independent third-party fulfillment providers. Ecclesia Acoustilabs, LLC acts solely as a facilitator or referral partner for such services.

The Studio is not responsible for shipping delays, manufacturing defects, packaging damage, or other fulfillment issues originating from third-party manufacturers or shipping carriers. Any claims related to physical product defects, shipping issues, or fulfillment errors must be submitted directly to the applicable third-party fulfillment provider.

Ecclesia Acoustilabs does not guarantee manufacturing turnaround times, shipping schedules, or fulfillment performance controlled by third-party providers.

10. Fees, Payments & Refund Policy

Payment Terms: Payment for all services is due in full prior to the commencement of any project work.

Client Responsiveness Requirement: The Client agrees to provide timely feedback, approvals, and requested materials necessary for project completion. If the Client fails to respond to project communications within a reasonable time, the Studio may proceed using its professional judgment, pause the project timeline, or designate the project as inactive in accordance with the Project Inactivity policy.

Project Inactivity: If the Client fails to respond to reasonable project communications or provide required materials within thirty (30) days, the Studio will declare the project inactive and close the project without refund, and any future continuation of the work will require a new service engagement.

Refund Policy:All services provided by Ecclesia Acoustilabs constitute creative professional services involving time, technical expertise, and production resources. Initiation of project work may include, but not be limited to, generating a work ticket once payment is made, placement in production queue, delegation, prompt engineering, creative brief analysis, generation of proofs, coordination with production tools, or preparation of project resources. Once production activities have commenced on a project, payments are non-refundable. Because AI-assisted production tools generate probabilistic outputs and because the Studio's services involve the expenditure of creative labor once a project begins, all payments for services are non-refundable once work has commenced. Clients acknowledge that generative media may contain aesthetic variations or interpretive differences from the Client's internal vision. Such variations do not constitute a defect in service or grounds for refund. Refunds are generally unavailable after work has begun due to the immediate expenditure of creative labor and studio resources. However, if a project has not yet entered production, the Studio may, at its sole discretion, issue a refund or account credit.

Nothing in this section shall obligate Ecclesia Acoustilabs to provide refunds once any agent of the Studio has begun work on a project, inclusive of intake processes taking place immediately upon submission of payment. All services are non-refundable once intake/production begins and become subject to these Terms & Conditions.

Chargeback Deterrence: Clients agree not to initiate payment chargebacks or disputes with their payment provider for services that have already begun or been delivered under this agreement. If a chargeback or payment dispute is initiated in violation of these terms, Ecclesia Acoustilabs reserves the right to suspend project access, revoke licenses to delivered materials, and pursue recovery of the disputed amount and any associated administrative costs permitted by law.

11. Limitation of Liability

To the fullest extent permitted by law, Ecclesia Acoustilabs shall not be liable for indirect, incidental, special, consequential, or speculative damages arising from use of its services, AI-assisted tools, platform restrictions, distributor decisions, or the legal status of AI-generated outputs.

The Studio makes no guarantee regarding platform acceptance, monetization eligibility, copyright registration outcome, or exclusivity of AI-assisted content.

12. Live Musician Recordings – Rights Transfer

Where the client elects to engage Tier III production services involving live session musicians, the following rights structure applies.

Professional session musicians may be contracted through third-party platforms or professional services that operate under work-for-hire or buyout agreements for session recordings. Ecclesia Acoustilabs makes no independent representation regarding the contractual terms of third-party musician services beyond facilitating the recording session.

Upon delivery of the recorded stems and completion of all associated payments for the session work, the intellectual property rights in the individual musician's recorded performance and the master recording created from those performances are transferred to the client in accordance with the terms of the session agreement governing that recording.

Ecclesia Acoustilabs acts solely as a curator, coordinator, and production facilitator for such recordings and does not claim ownership of the underlying live musical performance delivered by contracted musicians. The client receives the rights necessary to incorporate the live performance recordings into the final master recording associated with the project.

13. Session Musician Waiver and Royalty Disclaimer

Where live session musicians are engaged in connection with Tier III production services, such musicians are retained on a session-performance basis under work-for-hire or buyout agreements administered through professional recording platforms or session contracts.

All compensation paid to such musicians constitutes full and final payment for their services, and no ongoing royalties, publishing participation, mechanical royalties, neighboring rights, or performance royalties are owed to such musicians by the client or by Ecclesia Acoustilabs unless expressly agreed in a separate written contract.

Session musicians engaged for recordings associated with Ecclesia Acoustilabs projects acknowledge that their contribution constitutes a non-recurring session performance and that they waive any claim to ownership, authorship, royalty participation, or revenue derived from the exploitation, distribution, streaming, licensing, or sale of the resulting master recording. Session musicians agree that their services do not create a partnership, joint authorship, or co-ownership interest in the musical composition or master recording.

Ecclesia Acoustilabs acts solely as a facilitator or coordinator of session recording services and assumes no responsibility for royalty administration related to session performances.

14. Union / Non-Union Compliance

Live session recordings coordinated through Ecclesia Acoustilabs may involve musicians engaged through independent contractor platforms or private session arrangements. Unless expressly stated in a separate written agreement, Ecclesia Acoustilabs operates under non-union session arrangements.

If a client requests or independently engages a musician who is a member of a labor union or guild governing professional musicians, including but not limited to the American Federation of Musicians, the client shall be solely responsible for ensuring compliance with all applicable union rules, contracts, scale payments, pension contributions, residual obligations, reuse fees, or other union-mandated requirements.

Ecclesia Acoustilabs does not administer union contracts, collective bargaining agreements, or royalty reporting for union session performances unless expressly agreed in writing prior to the recording session.

By engaging union musicians without prior written notice to the Studio, the client agrees to indemnify and hold harmless Ecclesia Acoustilabs from any claims, penalties, union grievances, or financial obligations arising from union participation in the recording session.

15. Platform & Distributor Compliance

Music, artwork, and related materials produced through Ecclesia Acoustilabs may ultimately be distributed through third-party music distributors, digital streaming services, or content platforms.

The client acknowledges that such platforms maintain independent policies governing content eligibility, metadata standards, artwork requirements, copyright ownership, and the use of artificial intelligence–generated materials.

Ecclesia Acoustilabs does not control the policies or approval processes of any third-party distribution or streaming service and therefore cannot guarantee acceptance, monetization eligibility, or continued availability of any release on such platforms.

The client is solely responsible for ensuring that the final release complies with the policies and terms of any distribution service or platform used for publication.

Ecclesia Acoustilabs shall not be liable for platform rejection, removal, demonetization, copyright disputes, or other actions taken by third-party distributors or streaming services.

16. Studio Series Usage (B2B Exception)

Content Continuity & Series Rights

B2B instrumental sets curated through the Service Provider for a client's environment constitute a licensed production service rather than a transfer of ownership. The Service Provider (Ecclesia Acoustilabs, LLC) retains all intellectual property rights and master recording rights in the curated instrumental arrangement and associated mix.

The B2B client receives a non-exclusive license to use the curated set within their designated environment or project. Public Performance Licensing: The Client acknowledges that the fee paid to the Curator covers the creation, curation, and physical production of the music assets. The Client (Business Owner/Manager) is solely responsible for obtaining any necessary Public Performance Licenses (e.g., ASCAP, BMI, SESAC) required to play music in a commercial setting.

Notwithstanding the above, Ecclesia Acoustilabs retains the right to include the final mixed track created during the project as part of the Studio's internal or curated media series, including but not limited to the "Slays: Up Your Genius – Office Vibe Alive Mix" series, and may distribute, license, or offer those mixes to other clients as part of the studio's catalog.

Such inclusion does not affect the client's rights to distribute the track in connection with the client's own music release.

17. Prompt Engineering & Production Method Protection

Ecclesia Acoustilabs utilizes proprietary prompt engineering techniques, workflow configurations, and creative generation methods in connection with AI-assisted music and artwork production.

All prompts, prompt structures, parameter settings, generation instructions, system configurations, and related production methodologies used by the Studio constitute confidential and proprietary intellectual property of Ecclesia Acoustilabs.

The client is granted access only to the final delivered media outputs and not to the underlying prompts or generation processes used to produce those outputs.

Accordingly, the client agrees not to request, obtain, reverse-engineer, replicate, analyze, or otherwise attempt to derive the Studio's prompt engineering methods, generation instructions, or proprietary production workflows.

Nothing in the delivery of project materials shall be construed as granting the client any ownership, license, or right to the Studio's prompt engineering techniques or internal production systems.

18. Creative Confidentiality and Draft Materials

During the course of production, Ecclesia Acoustilabs may provide the client with preliminary materials including drafts, proofs, demonstrations, experimental mixes, or AI-generated concept outputs ("Proof Materials") for the purpose of review and refinement.

These Proof Materials are confidential working drafts and are not intended for public release, publication, or distribution.

Unless expressly authorized in writing by Ecclesia Acoustilabs, the client agrees not to publicly share, distribute, stream, publish, upload, or otherwise disseminate any Proof Materials through social media platforms, streaming services, public websites, or other distribution channels.

Only final delivered versions of approved project materials may be used for public release or distribution.

This restriction protects the Studio's creative process, experimental development work, and proprietary production methods.

19. Reputation Protection and Attribution Integrity

Ecclesia Acoustilabs provides creative production services and may be credited in connection with final project deliverables at the client's discretion.

The client agrees not to publicly represent, imply, or attribute to Ecclesia Acoustilabs any version of a project that has been materially altered, remixed, edited, or otherwise modified after delivery without the Studio's involvement or approval.

The client further agrees not to misrepresent the nature of the Studio's role in the project or to attribute to Ecclesia Acoustilabs any creative work, arrangement, recording, or production activity that was not performed by the Studio.

If a delivered work is subsequently modified by third parties or through independent editing, redistribution, or remixing, the client shall remove or refrain from using any credit suggesting that the modified version represents the Studio's original production.

This provision is intended to preserve the accuracy of public attribution and protect the professional reputation of Ecclesia Acoustilabs.

20. Acceptance of Terms

By checking the box below, submitting materials, or paying for services, the client confirms that they have read, understood, and agreed to these Terms of Service.

Client Acknowledgment

• I have read and agree to the Ecclesia Acoustilabs Client Agreement & Terms of Service.
• I confirm that all submitted self-authored lyrics, voice recordings, images, and other materials are mine or are used with authorization.
• I understand that projects are subject to editorial review and acceptance at the Studio's discretion.
• I understand that timely feedback is required to maintain project timelines.
• I understand that Ecclesia Acoustilabs provides creative services and that payments become non-refundable once paid and production begins.
• I understand that services begin shortly after payment and agree not to initiate chargebacks for services performed under these Terms.

Client acknowledges that submission of materials, engagement of services, or payment for services constitutes acceptance of these Agreements, Policies, Terms & Conditions, whether checked or not checked.