Last updated: November 15, 2022

1. Welcome

Platform.** Out The Mud Ventures, Inc. (DBA Sound.xyz, “Sound,” “we,” “us,” “our”) provides its services (described below) to you (“you” or “User") through its website located at www.sound.xyz (the “Platform”), subject to the following Terms of Service (as amended from time to time, the “Terms”).

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.  THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SOUND ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Acceptance of Terms.** These Terms, together with any documents they expressly incorporate by reference, govern your access to and use of the Platform, including any content, functionality, and services offered on the Platform and constitute a legally binding agreement between you and Sound. By using the Platform, you accept and agree to be bound and abide by these Terms and all of the terms incorporated herein by reference. By agreeing to these Terms, you represent and warrant that you (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (2) are not listed on any U.S. Government list of prohibited or restricted parties; and (3) are at least 18 years of age. If you do not satisfy these conditions then you may not use the Platform. If we learn or have reason to suspect that you do not satisfy these conditions, we will have to close your account. If you do not agree to these Terms, you must not access or use the Platform. By accessing or using the Platform, connecting your Digital Wallet or viewing, accessing, transmitting, transacting, uploading or downloading any information or content from the Platform, you represent and warrant that you (1) satisfy the eligibility conditions set out above, (2) have read and understood the Terms, and (3) will comply with the Terms.

Modifications of the Terms. We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time.  If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised.  If the change is significant then we will also notify you, either through the Platform user interface, in an email notification (to the extent we have such information) or through other reasonable means, as we may determine.  Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform will be effective immediately.  Your continued use of the Platform and after the date any such changes become effective constitutes your acceptance of the new Terms.

2. What is Sound?

The Sound Platform. Sound operates a platform to connect artists and music rightsholders (“Artists”) with Users. The Platform provides tools and services to Artists to mint and sell to Users, non-fungible Ethereum-based tokens (“Sound NFTs”) that relate to the Artist’s select sound recordings (“Audio Content”) and associated artwork. Artists may use the Platform to create collections of Sound NFTs and to enable Users to listen to the Audio Content associated with such Sound NFTs on-demand. Sound is an online technical intermediary; it is not a party to any agreement between the buyer and seller of Sound NFTs. Sound is freely accessible to Users but some features of the Platform are only available to Artists.

Artists. If you are an Artist wishing to use the Platform to mint and sell Sound NFTs, the additional terms and conditions set out in the Appendix to these Terms will apply (the “Additional Artist Terms”). The Additional Artist Terms expressly form part of these Terms.

Smart-Contract Enabled.  Sound NFTs are represented in smart contracts on the Ethereum blockchain that provides an immutable ledger of all transactions that occur on and off the Platform (“Smart Contracts”).  This means that Sound NFTs are outside of the control of any one party, including Sound, and is subject to many risks and uncertainties.  We neither own nor control Metamask, Coinbase, OpenSea, the Ethereum network, your browser, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.  You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform.

Non-custodial.  Sound does not buy, sell, or ever take custody or possession of any Sound NFTs. The Platform facilitates User purchase and collection of Sound NFTs, but Sound is not custodian of any Sound NFT.  The User understands and acknowledges that the Smart Contracts do not give Sound custody, possession, or control of any Sound NFTs or cryptocurrency at any time for the purpose of facilitating transactions on the Platform.  You acknowledge that Sound is a non-custodial service provider and has designed the Platform to be directly accessible by the Users without any involvement or actions taken by Sound.