Creator Agreement

As used in this Agreement, the following terms have the meanings set forth below.

"Agreement" means this Creator Agreement, including any amendments made in accordance with its terms. "Platform" means Vocograph's technology platform, including all related websites, mobile applications, APIs, tools, and services operated by Vocograph that enable the creation, purchase, and delivery of voice autographs. "Creator" means an individual who has registered on the Platform to offer and deliver personalized voice autograph recordings to fans. "Fan" means a user who purchases or requests a personalized voice autograph recording through the Platform. "Voice Autograph" means a personalized voice recording performed by a Creator at a Fan's request in accordance with Section 9 of this Agreement and delivered through the Platform.

"Creator Share" means the portion of the product price paid to Creator for each completed and delivered transaction, calculated at the then-current rate published at vocograph.com/fees, as further described in Section 5 of this Agreement. "Platform Commission" means the portion of the product price retained by Vocograph for each completed and delivered transaction, calculated at the then-current rate published at vocograph.com/fees, as further described in Section 5 of this Agreement. "Fulfillment Window" means the seven (7) calendar day period beginning at the date and time a Fan submits a voice autograph request, within which Creator must deliver a completed Voice Autograph, as further described in Section 6 of this Agreement.

"Terms of Service" means the Vocograph Terms of Service available at vocograph.com/terms, as amended from time to time, which are incorporated into this Agreement by reference pursuant to Section 3 of this Agreement. "Stripe" means Stripe, Inc., the third-party payment processing platform through which Creator receives disbursements of the Creator Share.

Other capitalized terms used in this Agreement may be defined where they first appear.

Creator engages with Vocograph solely as an independent contractor. Nothing in this Agreement, the Terms of Service, or any other document governing the parties' relationship shall be construed to create an employment, agency, joint venture, or partnership relationship between Creator and Vocograph. Creator is not an employee, agent, officer, partner, or legal representative of Vocograph for any purpose whatsoever.

As an independent contractor, Creator retains full discretion and control over the manner, method, timing, and location of recording any voice autograph delivered through the Platform. Vocograph exercises no control over the creative process, the tools and equipment used, the recording environment, or the hours during which Creator works. Vocograph's authority is limited solely to specifying the required output — namely, that each delivered voice autograph must meet the content standards set forth in Section 9 of this Agreement and must be delivered within the seven-day fulfillment window described in Section 6 of this Agreement. The existence of output requirements does not transform the parties' relationship into one of employment or alter Creator's independent contractor status.

Creator acknowledges and agrees that, as an independent contractor, Creator is not entitled to and shall not receive any employment-related benefits from Vocograph, including but not limited to health insurance, dental or vision coverage, retirement or pension benefits, vacation pay, sick pay, paid leave of any kind, workers' compensation coverage, or unemployment insurance benefits. Creator is solely responsible for obtaining any such benefits and protections through Creator's own arrangements and at Creator's own expense.

Creator further acknowledges that Vocograph will not withhold federal, state, or local income taxes, Social Security taxes, Medicare taxes, or any other employment-related taxes or contributions from amounts paid to Creator. Creator bears sole responsibility for complying with all applicable tax obligations arising from earnings received through the Platform, as further described in Section 12 of this Agreement. Nothing in this Agreement shall be interpreted to make Vocograph liable for any employment taxes, labor law obligations, or statutory protections that apply solely to employees under applicable law.

This Creator Agreement is supplemental to, and hereby incorporates by reference, the Vocograph Terms of Service available at vocograph.com/terms (the "Terms of Service"), as amended from time to time. By agreeing to this Creator Agreement, Creator acknowledges having read, understood, and agreed to be bound by both this Agreement and the Terms of Service. Each document forms an integral and inseparable part of the overall legal relationship between Creator and Vocograph, and Creator's obligations under the Terms of Service are in no way diminished or qualified by virtue of Creator having entered into this Agreement.

In the event of any conflict or inconsistency between the provisions of this Creator Agreement and the provisions of the Terms of Service, the provisions of this Creator Agreement shall control with respect to all matters specifically relating to Creator's status, obligations, rights, revenue share, fulfillment duties, content licensing, and participation as a creator on the Platform. The Terms of Service shall control with respect to all other matters applicable to Platform users generally, including platform-wide rules, acceptable use standards, general user conduct obligations, dispute resolution procedures, arbitration provisions, and limitations of liability.

Creator may not circumvent any obligation imposed by the Terms of Service by relying solely on the provisions of this Creator Agreement, and Creator may not argue that Creator's acceptance of this Agreement relieves Creator of compliance with any platform-wide rule, policy, or obligation set forth in the Terms of Service. Vocograph reserves the right to update or amend the Terms of Service from time to time in accordance with the amendment procedures described therein. Any such updates shall be binding on Creator upon the effective date specified in any required notice, and Creator's continued participation on the Platform following that effective date shall constitute acceptance of the amended Terms of Service.

Notwithstanding the allocation of control set forth in this Section, the limitation of liability set forth in Section 16 of the Terms of Service applies to all claims by Creator against Vocograph arising under this Agreement or the Terms of Service, and shall not be deemed overridden or modified by any provision of this Creator Agreement. Creator acknowledges that this limitation of liability is a material term of the overall agreement between the parties.

As a condition of receiving any payouts through the Platform, Creator must create and maintain a valid Stripe connected account and must explicitly acknowledge and agree to the Stripe Connected Account Agreement and all related Stripe policies, as updated from time to time by Stripe, Inc. ("Stripe"). The Stripe Connected Account Agreement is a direct legal agreement between Creator and Stripe; Vocograph is not a party to that agreement and does not assume any of Stripe's rights, responsibilities, or obligations thereunder. Creator's acceptance of and ongoing compliance with the Stripe Connected Account Agreement is a prerequisite to Creator's eligibility to receive any disbursements through the Platform, and Creator's failure to maintain such compliance may result in the suspension of payout rights independently of any action taken by Vocograph.

Creator acknowledges that Stripe independently regulates connected accounts and may, in its sole discretion and for its own compliance, regulatory, risk-management, or policy reasons, suspend, restrict, limit, freeze, or terminate Creator's Stripe connected account at any time, with or without prior notice to Creator or Vocograph. Vocograph has no authority to override, reverse, compel, or otherwise influence any decision Stripe makes with respect to Creator's connected account. Vocograph shall have no obligation to pay, advance, guarantee, or otherwise compensate Creator for any earnings that cannot be disbursed due to Stripe's suspension, restriction, freezing, or termination of Creator's connected account, or due to Creator's failure to maintain a valid, compliant, and properly configured Stripe connected account. Creator's remedy in respect of any such Stripe action lies exclusively with Stripe pursuant to the Stripe Connected Account Agreement.

Creator agrees to provide accurate, current, and complete identity information, financial account information, and tax documentation as required by Stripe's onboarding and ongoing Know Your Customer and Anti-Money Laundering compliance processes. Creator understands that providing false, incomplete, or materially misleading information to Stripe during onboarding or at any subsequent point may result in termination of Creator's connected account, withholding of earned funds, mandatory regulatory reporting by Stripe or Vocograph, and potential civil or criminal liability under applicable law. Creator is solely responsible for maintaining compliance with the Stripe Connected Account Agreement at all times during the term of this Agreement and must promptly update any required information upon request by Stripe or as required by applicable law or regulation.

For each completed and delivered transaction on the Platform, Creator shall receive a payment equal to the then-current Creator Share rate published at vocograph.com/fees (the "Creator Share"). Vocograph shall retain the corresponding Platform Commission rate published at vocograph.com/fees from each such product price (the "Platform Commission"). Current rates are also displayed in Creator's dashboard and settings at all times. For purposes of this calculation, "product price" refers exclusively to the price charged to the fan for the voice autograph itself, as set or approved for the applicable listing. Any separate service fees, processing fees, sales taxes, or other charges added to the fan's checkout total are imposed by Vocograph on fans separately and are not deducted from, included in, or otherwise part of the product price used to calculate the Creator Share or the Platform Commission. Such fees are retained by Vocograph in their entirety and do not affect Creator's earnings.

The Platform Commission rate set forth in this Section is subject to change at Vocograph's discretion upon no less than thirty (30) calendar days' advance written notice to Creator, delivered to the email address associated with Creator's account or communicated through the Platform. Any change to the Platform Commission rate shall apply prospectively only. The commission rate in effect at the time a fan submits a specific request shall govern the commission applicable to that specific transaction, and no adjustment to the commission rate shall apply retroactively to any request already submitted prior to the effective date of the change. Creators who do not wish to continue participating on the Platform at a revised commission rate may close their account and withdraw any available earned balance before the revised rate takes effect. Continued use of the Platform and continued acceptance of new requests following the effective date of a commission rate change shall constitute Creator's unconditional acceptance of the revised rate.

Disbursements of the Creator Share shall be processed through Stripe Connect in accordance with Stripe's standard disbursement schedule, policies, and currency handling rules. Stripe independently charges its own fees in connection with connected account payouts, and these fees are separate from and in addition to Vocograph's Platform Commission. Stripe's fees may include, without limitation: standard payout fees, instant or expedited payout fees (which are higher than standard rates and apply only if Creator elects an accelerated payout option), currency conversion or foreign exchange fees where the payout currency differs from the currency in which the transaction was settled, cross-border transfer fees applicable to payouts routed to bank accounts in certain countries, and any other fees Stripe imposes in connection with the operation of Creator's connected account. These Stripe fees are deducted by Stripe from the disbursement amount before the funds reach Creator's designated bank or financial account, meaning the net amount Creator actually receives may be less than the Creator Share calculated under this Section. Stripe's fee schedules, payout timelines, minimum payout thresholds, holding periods, and currency handling rules are governed solely by the Stripe Connected Account Agreement described in Section 4 of this Agreement and by Stripe's then-current pricing and policies, which Creator is responsible for reviewing directly with Stripe. Vocograph does not guarantee any specific disbursement date, net payout amount, or exchange rate, and is not responsible for any fees, deductions, or timing variances imposed by Stripe. Current Vocograph commission rates are published at vocograph.com/fees and will be updated in conjunction with any rate changes made pursuant to this Section.

Creator's obligation to deliver each accepted voice autograph request within seven (7) calendar days of the fan's submission of that request (the "Fulfillment Window") is a material contractual obligation under this Agreement and not merely a platform guideline, recommendation, or best practice. The Fulfillment Window commences at the date and time the fan submits the request through the Platform's designated order flow. There is no separate step by which Creator formally accepts or declines individual requests after submission, other than as provided in this Section; Creator's maintenance of an active account and open listings constitutes a standing commitment to fulfill all incoming requests within the Fulfillment Window, subject to Creator's ability to manage listing availability as permitted by the Platform.

Delivery of a voice autograph request is deemed complete only when Creator uploads a finished voice recording complying with Section 9 of this Agreement through the Platform's designated delivery interface and the recording is made accessible to the purchasing fan through the Platform in the manner contemplated by the applicable order. A valid, completed delivery requires that the uploaded recording be a full-length, personalized voice autograph that is directly responsive to the fan's request, including any personal message, addressee name, custom request text, or other personal details the fan supplied in connection with that order. A fan is not required to supply a personal message, and an offering may be configured so that no personal message can be supplied; where a fan has supplied no personal message, a recording that addresses the fan by the name associated with the order and is otherwise created specifically for that order satisfies this requirement, and the absence of a personal message is not a ground for cancellation of the order, forfeiture of the Creator Share, or a fulfillment strike. Where a fan has supplied custom request text at checkout, the recording must be responsive to that text; Creator is not required to record content that would breach Section 9 of this Agreement or the Terms of Service, and a non-delivery on that ground will not be treated as a fulfillment failure under this Section provided Creator reports the request to Vocograph at [email protected] before the Fulfillment Window closes. Creator may not satisfy the delivery obligation by uploading a placeholder file, an incomplete or partial recording, a generic pre-recorded message not specifically tailored to the fan's request, an automated response, or any recording that does not constitute a personalized voice autograph performed by Creator specifically for the individual fan and request at issue in compliance with Section 9 of this Agreement.

Creator is solely responsible for deciding whether to honor, partially honor, or decline any custom request submitted with an order, and for the content of any recording Creator delivers in response to one. Creator may decline any custom request for any reason or for no reason. Where Creator declines a request, Creator shall not deliver a recording for that order; that order will not be fulfilled, the fan's payment authorization will not be captured, and no charge will be made to the fan. A decline exercised in this manner is not a fulfillment failure for the purposes of this Section and will not of itself result in any forfeiture beyond the Creator Share for that order, provided Creator does not adopt a pattern of declining requests that Vocograph reasonably determines to be inconsistent with maintaining active listings. What Creator may not do is deliver a recording that does not respond to the custom request at all while accepting payment for it: a recording that ignores the custom request entirely, that substitutes generic content for it, or that is materially unresponsive to it is not a valid delivery under this Section, and Creator's delivery of such a recording is a material breach of this Agreement.

The obligation in the preceding paragraph is owed by Creator to Vocograph and is enforceable by Vocograph alone. It does not confer on any fan any right to enforce it, any right to require Vocograph to enforce it, any right to a re-recording, or any right to a refund, and it does not create any warranty by Vocograph as to any recording. Any statement Creator makes about the custom requests Creator will accept, the form or length a request should take, or the manner in which Creator will respond to requests is Creator's own representation to fans. Vocograph does not verify, adopt, endorse, or enforce any such statement, and Creator is solely responsible for the accuracy of it and for any claim arising from a fan having relied on it. Creator acknowledges that the Platform provides no mechanism by which Vocograph can compel or verify Creator's adherence to a custom request or to Creator's own stated limits, and that adherence is therefore a matter between Creator and the fan.

If Creator fails to upload a completed and valid delivery within the Fulfillment Window, the order shall be automatically cancelled by the Platform's systems, the fan's payment authorization hold shall be released, and Creator shall not be entitled to any compensation with respect to that unfulfilled order. In addition to forfeiting the Creator Share for any unfulfilled order, Creator may receive a fulfillment strike recorded against Creator's account. Repeated fulfillment failures, as determined by Vocograph at its sole discretion based on rate and pattern of non-delivery, shall constitute grounds for temporary suspension or permanent termination of Creator's account, as further described in Section 11 of this Agreement. Creator is solely responsible for managing Creator's listing availability, including pausing or disabling listings during periods when Creator cannot reasonably fulfill within the required window.

Creator retains full copyright ownership of each and every voice recording created and delivered through the Platform. Nothing in this Agreement, the Terms of Service, or any other Vocograph policy shall be construed as a transfer, assignment, work-made-for-hire arrangement, or any other conveyance of Creator's underlying copyright ownership in any recording. Creator's ownership of delivered recordings is subject only to the limited operational license granted to Vocograph and the personal use license granted to the purchasing fan, each as described in this Section.

Creator hereby grants to Vocograph a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to store, host, encode, compress, transcode, transmit, stream, and deliver each recording to the purchasing fan, solely and exclusively for the purpose of fulfilling the applicable order and making the completed voice autograph available to that fan through the Platform. Except as expressly provided in the two paragraphs that follow, this license does not grant Vocograph any right to resell, redistribute, publicly broadcast, publicly perform, sublicense, or otherwise commercially exploit any recording beyond its delivery to the specific purchasing fan in connection with the specific order for which it was created. Vocograph's permitted use of recordings under this license is strictly limited to the technical and operational functions necessary to provide the Platform's order fulfillment and delivery service.

Where Vocograph makes available a means by which a collectible may be made publicly available through the Platform, and a fan uses that means to make a collectible incorporating Creator's recording publicly available in accordance with the Terms of Service, then, where Creator has authorized public availability of Creator's recordings either generally or in respect of the offering concerned, Creator grants Vocograph a non-exclusive, royalty-free, worldwide license to reproduce, display, and communicate that recording to the public as part of that specific collectible, for so long as that collectible remains publicly available and for a further period of no more than thirty days thereafter, limited to what is necessary to allow copies held in caches and by third parties to lapse. This license is limited to the display of the collectible as assembled by the Platform; it is not sublicensable, except to the hosting, storage, and content delivery providers acting on Vocograph's behalf that are identified in Vocograph's Privacy Policy; and it confers no right to distribute the recording as a separate file, to make it available for download, to use it in advertising or promotional material, or to exploit it in any other context.

Creator may withdraw an authorization given under the preceding paragraph, either generally or in respect of any individual recording or any individual collectible, at any time and without giving reasons, by written notice to Vocograph at [email protected]. A notice under this paragraph takes effect on receipt, whether or not any means of making collectibles publicly available exists at that time, and Vocograph will give effect to it from the moment any such means becomes available. Vocograph will cease public display of the affected collectible or collectibles without undue delay following such notice, and absent such an authorization, no collectible incorporating a recording delivered by Creator may be made publicly available. Withdrawal does not affect the license granted to the purchasing fan under this Section or that fan's ability to access the collectible privately, does not of itself entitle the fan to a refund, and does not entitle Creator to additional or substitute compensation. The right conferred by this paragraph is in addition to, and does not limit, any right Creator holds under Article 21 of Regulation (EU) 2016/679 or under the law governing Creator's moral rights and Creator's rights as a performer, and no term of this Agreement operates as a waiver of any such right.

Upon successful delivery of a completed recording, Creator further grants to the purchasing fan a personal, non-exclusive, non-transferable, non-sublicensable license to access, download, store, and use the delivered recording for personal, private, non-commercial purposes only, subject to the fan's obligations and the restrictions applicable to fan-received content under Section 8 of the Terms of Service. The fan's personal use license does not include any right to reproduce, distribute, publicly perform, publicly display, or create derivative works from the recording for commercial purposes, to share or transfer the recording to third parties in any manner inconsistent with the Terms of Service, or to use the recording in a manner that implies Creator's endorsement of any product, service, cause, or position.

Creator represents and warrants that Creator is the sole owner or duly authorized licensor of all rights in and to each recording delivered through the Platform, and that the delivery of any recording through the Platform does not and will not violate or infringe any agreement to which Creator is a party or any right held by any third party, including but not limited to any recording contract, exclusive artist agreement, label agreement, management agreement, publishing agreement, work-for-hire or work-made-for-hire agreement, engagement, booking, or performance services agreement, union or guild collective bargaining agreement (such as a SAG-AFTRA or comparable guild agreement), studio, production, or developer exclusivity or non-compete term, network, streaming, or distribution exclusivity agreement, content or talent agency agreement, or any other contract or arrangement that may restrict Creator's right to independently record, release, distribute, or license voice content. Creator acknowledges that Vocograph cannot independently verify this warranty and that Vocograph's sole protection against claims brought by third-party rights holders — including record labels, music publishers, management companies, or other parties with contractual rights over Creator's output — is the accuracy and truthfulness of this warranty. Breach of this warranty constitutes a material breach of this Agreement.

Vocograph may embed metadata within each delivered recording file, including but not limited to the applicable order identifier, Creator's display name, the delivery date and time, and a platform identifier, for the purposes of authenticity verification, provenance tracking, and rights management. The embedding of such metadata does not constitute a modification of the creative content of the recording, does not grant Vocograph any ownership interest in the recording, and does not alter Creator's copyright ownership in any respect.

Creator grants Vocograph a non-exclusive, royalty-free license to use Creator's name, likeness, image, biographical information, voice samples from delivered recordings, and other identifying personal attributes (collectively, "Publicity Rights") for the purpose of operating, displaying, and promoting the Platform. This consent extends to uses within the Platform's user-facing interfaces, Vocograph's official social media accounts (including but not limited to accounts maintained by Vocograph on Instagram, TikTok, X/Twitter, YouTube, and similar platforms on which Vocograph maintains an official presence), Vocograph's email marketing and newsletter communications, and other marketing channels directly operated or controlled by Vocograph, in each case for promotional purposes related to the Platform and Creator's participation thereon only.

The license granted under this Section is limited to the Platform, Vocograph's official social media accounts, Vocograph's email marketing and newsletter communications, and other marketing channels directly operated by Vocograph (collectively, "Vocograph's Promotional Channels"). Vocograph will not feature Creator's Publicity Rights in third-party paid advertising placements, sponsored media purchases, or commercial endorsement arrangements outside of Vocograph's Promotional Channels without obtaining Creator's separate express written consent.

Vocograph will not sublicense Creator's Publicity Rights to any third party, except to service providers or vendors acting solely on Vocograph's behalf in connection with Vocograph's Promotional Channels. Upon termination of this Agreement, Vocograph will use commercially reasonable efforts to wind down active promotional uses of Creator's Publicity Rights within thirty (30) days; provided, however, that materials already published or syndicated, technical caches, archival records, and promotional uses that are technically or contractually impractical to retract on short notice shall not constitute a breach of this wind-down obligation. Creator retains all underlying rights in their name, likeness, image, and voice not expressly licensed to Vocograph under this Agreement.

All voice autograph recordings delivered through the Platform must comply in full with the content standards set forth in this Section. These standards apply to every recording Creator delivers, regardless of the nature, tone, or content of the fan's submitted request, and non-compliance with any standard set forth in this Section constitutes a material breach of this Agreement subject to the remedies described herein and in Section 11 of this Agreement.

Creator shall not deliver any recording that constitutes harassment of, or contains threatening, abusive, demeaning, or personally targeted hostile content directed at, the fan named in the request or any other identifiable individual. Creator shall not deliver any recording containing false statements of fact that are defamatory of any identifiable third party. Creator shall not deliver any recording that contains sexual content involving any identifiable real person unless Creator possesses documented, explicit, prior written consent from that person specifically authorizing such content. Creator shall not deliver any recording that performs, reproduces, synchronizes, incorporates, or substantially replicates any third-party copyrighted musical composition, sound recording, or other protected work in a manner that would require a synchronization license, mechanical license, master use license, or any other third-party authorization that Creator does not hold at the time of delivery. Creator shall not deliver any recording that performs, reproduces, or substantially replicates any third-party copyrighted or otherwise legally protected character, script, or scripted dialogue in a manner that would require a license, release, or other third-party authorization that Creator does not hold at the time of delivery. Creator shall not use any delivered recording to impersonate any other real recording artist, public figure, celebrity, or individual in a manner that could mislead the recipient about the true identity of the creator of the recording.

Creator represents and warrants that every recording delivered through the Platform captures Creator's own live vocal performance, performed personally by Creator and contemporaneously with the fulfillment of the specific fan request at issue. Every word audible in a delivered recording must have been spoken or sung aloud by Creator for that request. The requirements of this Section apply to the spoken and sung content of a delivered recording; Creator may incorporate music, ambience, and other non-vocal elements that Creator is entitled to use.

Creator shall not use artificial intelligence voice synthesis, neural text-to-speech technology, voice cloning, deepfake audio technology, or any generative audio model or other non-human generative process, whether proprietary or third-party, to produce, supply, or supplement any speech in a delivered recording that Creator did not personally perform. This prohibition applies whether the synthesized or cloned voice is Creator's own or that of any other person, and applies to any portion of a recording however brief. Creator shall not use any technology to cause a delivered recording to resemble the voice of any identifiable person other than Creator. Creator shall not deliver any recording any part of which was performed by a person other than Creator, and shall not use any technology having the effect of concealing that a person other than Creator performed any part of a recording.

Nothing in this paragraph permits any conduct otherwise prohibited by this Section, and Creator's use of any voice, model, preset, or persona remains subject to Creator's warranties under Section 7 of this Agreement. Subject to that, Creator may apply audio processing to Creator's own performance and remains free to choose the tools and techniques by which Creator does so. Permitted processing includes, without limitation, equalization, compression, noise reduction and audio restoration, de-essing, reverb and spatial effects, pitch and formant shifting, and real-time or post-hoc voice conversion or transformation used to render Creator's performance in a character or persona voice. Processing of this kind does not breach this Section by reason only that it is carried out by an automated, algorithmic, or machine-learning-based system. Creator shall not use pitch or formant processing, or any character or persona voice, to cause a delivered recording to present as the voice of a person under the age of eighteen. Creator is solely responsible for complying with any obligation applicable to Creator under laws governing the transparency, marking, or disclosure of artificially generated or manipulated content, including Regulation (EU) 2024/1689, in respect of any tool Creator uses and any recording Creator delivers, and shall make any disclosure such laws require of Creator.

Where Creator performs in a character or persona voice, Creator shall use that voice consistently across the voice autographs Creator delivers, and shall not deliver a voice autograph in a character or persona voice materially different from the voice in which Creator has represented to fans that Creator performs.

Creator's knowing delivery of a recording containing any speech that Creator did not personally perform for that request, including speech generated, supplied, or substituted by artificial intelligence or any other non-human generative process, and irrespective of any processing, editing, or other modification applied before or after such generation, constitutes a material breach of this Agreement and may result, as Vocograph considers appropriate in the circumstances, in termination of Creator's account, forfeiture of all earnings associated with the affected order, removal of the delivered content, and referral of the matter to applicable legal, regulatory, or consumer protection authorities. Amounts forfeited under this paragraph are applied first to refunding the fan on the affected order and to any dispute costs arising from it, and Vocograph retains no part of the Creator Share on that order beyond those amounts. This paragraph applies equally to Creator's knowing delivery of a recording made to resemble the voice of any identifiable person other than Creator. Forfeiture under this paragraph and recovery under Section 18 of this Agreement are alternative remedies in respect of the same order and are not cumulative. Before any termination under this paragraph takes effect, and in any event no later than the time it takes effect, Vocograph shall provide Creator with a written statement of the grounds for the decision by notice to the email address associated with Creator's account, and Creator may respond to that statement by writing to [email protected]. Where Creator is established in the European Union and the decision is a termination, Vocograph will give thirty (30) days' notice before it takes effect, except where Creator has repeatedly breached this Agreement or where a legal or regulatory obligation requires Vocograph to act sooner.

Vocograph does not pre-screen or review individual recordings before they are made available to fans through the Platform's delivery process. However, Vocograph reserves the right to review, investigate, restrict access to, and permanently remove any delivered recording at any time following delivery upon receiving a complaint, identifying a potential violation of these content standards, or forming a reasonable basis to believe the recording violates these standards or any applicable law. Removal of a recording following delivery does not automatically entitle the fan to a refund or Creator to additional or substitute compensation, and any refund determinations in such circumstances shall be made in accordance with Vocograph's policies and the Terms of Service.

Creator agrees to conduct fan-related transactions through the Platform. Creator will not solicit or accept payment, gifts of material value, or compensation of any kind from fans who were introduced to Creator through the Platform, or with whom Creator first made meaningful contact through the Platform, in exchange for personalized voice recordings, messages, or similar content delivered outside of the Platform's ordering and delivery systems. This restriction does not apply to Creator's pre-existing relationships with fans or followers that were established independently of the Platform and prior to any meaningful contact facilitated through it, nor does it limit Creator's general commercial activities conducted through Creator's own channels with their broader existing fanbase.

Creator acknowledges that off-platform transactions of the type described above circumvent the commission structure to which Creator agreed under Section 5 of this Agreement with respect to fans sourced through the Platform, and deprive both Creator and those fans of the protections afforded by the Platform's secure payment processing, delivery confirmation, and dispute resolution systems.

Creator agrees not to use the Platform's messaging or communication features for the purpose of soliciting or directing fans introduced through the Platform to transact with Creator outside of the Platform. General public content posted by Creator on their own social media accounts, website, or other public channels does not violate this Section solely because Platform fans may encounter it; this restriction is directed specifically at targeted solicitations of fans introduced to Creator through the Platform and at accepting off-platform compensation from such fans in exchange for the categories of content Creator offers on the Platform.

Creator additionally shall not incorporate into any delivered voice autograph recording any statement or call to action that is reasonably calculated to direct the recipient fan to seek voice autograph or similar personalized content services from Creator through any platform or channel other than the Platform.

Creator acknowledges that a violation of this Section may result in account suspension or termination pursuant to Section 11 of this Agreement.

Vocograph reserves the right to moderate content available on the Platform and to take actions with respect to Creator's account, including content removal, listing suspension, payout holds, investigative holds on earned but undisbursed amounts, and account termination, as set forth in this Section.

Vocograph may remove or disable any content that violates this Agreement, the Terms of Service, or Vocograph's content policies, or that Vocograph reasonably determines in good faith poses legal, regulatory, or reputational risk to the Platform or its users.

Vocograph may place an investigative hold on earned but undisbursed amounts in Creator's account upon receipt of credible evidence of conduct that may constitute a violation of this Agreement or the Terms of Service. For purposes of this Section, "credible evidence" means information reviewed in good faith by Vocograph that gives rise to a reasonable basis for further inquiry, which may include but is not limited to fan complaint data or complaint patterns, delivery anomalies such as failures to deliver within the Fulfillment Window, elevated chargeback rates or chargeback patterns, communications reviewed through the Platform's systems, or information received from third parties with a plausible factual basis. The existence of an investigative hold is not a finding or determination of wrongdoing; it is a precautionary measure taken while Vocograph conducts its review.

Vocograph will endeavor to notify Creator of an investigative hold within a reasonable time after the hold is placed. Such notification will include a general description of the reason for the hold, though Vocograph is not obligated to disclose all supporting details, evidence, or sources underlying the hold, particularly where doing so could compromise an ongoing review, implicate third-party confidentiality, or be otherwise impractical under the circumstances. Vocograph will use commercially reasonable efforts to resolve investigative holds within sixty (60) calendar days of the date the hold is placed and to release any held amounts to which Creator is entitled upon conclusion of the review. This sixty-day period may be extended if the investigation involves active law enforcement or regulatory proceedings, if Creator has failed to cooperate with Vocograph's reasonable information requests, or if the complexity of the matter otherwise warrants additional time, in which case Vocograph will endeavor to notify Creator of the extension.

Earned amounts not subject to an investigative hold, chargeback liability, or other valid claim are disbursed to Creator's Stripe connected account on the Platform's standard payout schedule. Amounts subject to a hold at the time of account termination are addressed in accordance with Section 19 of this Agreement.

Creator is solely and exclusively responsible for determining, reporting, and paying all applicable federal, state, provincial, local, and foreign taxes, levies, and contributions assessed on Creator's earnings received through the Platform, including but not limited to income taxes, self-employment taxes, Social Security and Medicare contributions or their local equivalents, sales or use taxes, value-added taxes, goods and services taxes, and any other taxes or governmental assessments arising from Creator's independent contractor activities on the Platform. Vocograph's disbursement of the Creator Share to Creator represents gross revenue to Creator from which Vocograph will not withhold any taxes or contributions, except to the extent expressly required by applicable law or regulation.

Because the Platform's payment integration uses Stripe Connect Direct Charges, fan payments are charged directly on Creator's Stripe Express connected account, with Stripe automatically deducting Vocograph's application fee and disbursing the net amount to Creator's bank account. In this structure, Creator is the merchant of record on each transaction, and Vocograph does not directly pay Creator's earnings within the meaning of IRC § 6041A. Under this payment structure, Vocograph does not currently issue IRS Form 1099-NEC to Creator. Vocograph reserves the right to begin issuing Form 1099-NEC or other information returns in the future if changes in applicable law, IRS guidance, or the Platform's payment structure make such reporting required or advisable. To the extent any U.S. federal information reporting obligation arises with respect to Creator's earnings through the Platform, that obligation rests with Stripe in its capacity as the payment settlement entity for Creator's connected account under applicable federal tax law, including IRC § 6050W. For creators who are United States persons for federal tax purposes, Stripe collects Creator's taxpayer identification number and other required tax information — including information that satisfies the requirements of IRS Form W-9 — as part of the Stripe Express account onboarding and Know Your Customer (KYC) process. Creator is solely responsible for ensuring that all tax identification information provided to Stripe is accurate, current, and complete at all times. Creator should consult Creator's Stripe Express Dashboard and Creator's qualified tax advisor for information about any IRS Form 1099-K or other tax reporting documentation that Stripe may issue in connection with Creator's earnings through the Platform. For non-U.S. creators, Stripe collects an IRS Form W-8BEN for individual creators, or the applicable IRS Form W-8 variant for entities, as part of its onboarding process, as required under U.S. withholding tax rules applicable to payments to foreign persons. Creator is solely responsible for the accuracy, currency, and completeness of all tax documentation and information provided to Stripe.

For creators resident or established outside the United States, applicable U.S. withholding obligations, exemptions under applicable income tax treaties, and non-U.S. tax reporting requirements will depend on Creator's country of residence or establishment, Creator's classification as an individual or entity, and the terms of any applicable tax treaty between Creator's country and the United States. Vocograph's withholding and reporting decisions with respect to non-U.S. creators will be made based on the information Creator provides through Stripe's onboarding and tax documentation collection process. Vocograph relies entirely and exclusively on the accuracy, completeness, and currency of the information supplied by Creator in this process and shall not be liable for any under-withholding, over-withholding, erroneous reporting, or tax assessment arising from inaccurate, outdated, or incomplete information supplied by Creator. Creator shall indemnify, defend, and hold harmless Vocograph and its officers, employees, contractors, and agents from and against any and all tax liability, penalties, interest charges, regulatory assessments, or related legal costs that Vocograph incurs as a direct or indirect result of Creator's failure to provide accurate, current, and complete tax documentation and information as required by applicable law and the Stripe onboarding process.

Creator makes the following representations and warranties to Vocograph as of the date Creator accepts this Agreement and on a continuing basis throughout the entire term of Creator's active participation on the Platform. Each of these representations and warranties is a material inducement to Vocograph's decision to grant Creator access to the Platform, and Creator's breach of any of them constitutes a material breach of this Agreement.

Creator represents and warrants that: (a) Creator is at least eighteen (18) years of age; (b) Creator has full legal capacity, power, and authority to enter into, perform, and be bound by this Agreement and the Terms of Service without the consent or authorization of any third party; (c) Creator's execution of and performance of all obligations under this Agreement does not violate any applicable law, statute, or regulation; (d) Creator's participation on the Platform does not conflict with, breach, or constitute a default under any contract, agreement, or binding obligation to which Creator is a party or by which Creator is bound, including but not limited to any recording contract, exclusive artist agreement, label agreement, management agreement, publishing agreement, agency agreement, work-for-hire or work-made-for-hire agreement, engagement, booking, or performance services agreement, union or guild collective bargaining agreement, studio, production, or developer exclusivity or non-compete term, network, streaming, or distribution exclusivity agreement, or any other arrangement that restricts Creator's right to independently produce, record, distribute, or license voice content or to operate as an independent content creator; (e) Creator owns, has been duly licensed to use, or otherwise holds all rights necessary to deliver and license all content provided or delivered through the Platform, including all voice recordings and any musical, literary, or other elements incorporated therein; and (f) Creator owns, has been duly licensed to use, or otherwise holds all rights necessary to supply, display, and authorize Vocograph to display every photograph, illustration, artwork, character design, still frame, logo, or other visual material that Creator provides for use on Creator's profile or in connection with any offering. Creator acknowledges and agrees that having performed in, contributed to, been credited in, or been engaged on any film, television programme, animation, video game, or other production confers no right in the artwork, character designs, still frames, promotional material, or other visual material of that production, and that no such material may be supplied to the Platform in reliance on Creator's participation in the production concerned.

Creator further represents and warrants that Creator's identity as represented on the Platform is accurate, truthful, and complete in all material respects. This includes Creator's artist name or stage name, legal name as provided during account creation or tax documentation, profile photograph, biographical information, and all other identifying information furnished to Vocograph or displayed on Creator's profile. Creator specifically warrants that Creator's account is not operated as an impersonation of, or in a manner calculated to cause fans to believe they are transacting with, any other real person, recording artist, celebrity, public figure, or legally protected persona. Creator warrants that Creator is the actual, living individual personally identified in and operating Creator's Platform account, and that all voice autograph recordings delivered under Creator's account are performed personally by that individual in accordance with Section 9 of this Agreement. Creator acknowledges that accepting and fulfilling fan requests, receiving payment, and representing oneself on the Platform under a false, assumed, or impersonated identity constitutes fraud against those fans and against Vocograph, and that Creator bears sole and exclusive legal liability for all claims, damages, chargebacks, regulatory penalties, and other consequences arising from any such fraudulent conduct.

The representations and warranties set forth in this Section are continuous obligations. Creator must notify Vocograph promptly and without undue delay by written notice to [email protected] if any representation or warranty contained in this Section becomes untrue, inaccurate, or incomplete at any point during Creator's participation on the Platform. Breach of any representation or warranty set forth in this Section, whether discovered by Vocograph through its own investigation or disclosed by Creator, constitutes grounds for immediate termination of Creator's account and may give rise to indemnification obligations as set forth in Section 14 of this Agreement.

Creator shall indemnify, defend at Creator's own expense with counsel reasonably acceptable to Vocograph, and hold harmless Vocograph and its affiliates, subsidiaries, officers, directors, members, employees, contractors, agents, successors, and permitted assigns (collectively, the "Vocograph Parties") from and against any and all third-party claims, demands, actions, suits, investigations, proceedings, judgments, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert fees, and court costs) arising out of, relating to, or resulting from any of the following: (a) any breach by Creator of any representation, warranty, covenant, or obligation set forth in this Agreement or the Terms of Service; (b) any third-party claim arising from the substance, content, delivery, or use of any recording delivered by Creator through the Platform, including but not limited to claims of defamation, libel, invasion of privacy, misappropriation of likeness, right-of-publicity violations, copyright infringement, trademark infringement, trade secret misappropriation, or any other intellectual property or personal rights claim; (c) any claim by any third party — including any record label, music publisher, talent agency, management company, recording or production studio, game or media developer or producer, network, streaming, or distribution platform, union or guild, exclusive rights holder, or other contracting party — asserting that Creator's delivery of recordings or participation on the Platform violates or breaches any agreement, license, or obligation between Creator and such third party; (d) any tax liability, interest, penalty, or governmental assessment imposed on or incurred by any of the Vocograph Parties as a result of Creator's failure to provide accurate, complete, or current tax identification and documentation information as required under Section 12 of this Agreement; (e) any claim arising from Creator's use of artificial intelligence voice synthesis, voice cloning, generative audio technology, or any other non-human generative process in any recording delivered through the Platform contrary to Creator's warranties in Section 9 of this Agreement, or from any voice processing, conversion, or transformation applied by Creator in producing any recording delivered through the Platform, including any claim that a character or persona voice used by Creator infringes, misappropriates, or otherwise violates the rights of any other person; (f) any claim of fraud, misrepresentation, or consumer deception arising from Creator's misrepresentation of Creator's identity or the authenticity of any delivered recording; (g) any claim, dispute, chargeback, complaint to a regulator or consumer body, or demand by a fan arising from Creator's response or non-response to a custom request, including a claim that a delivered recording did not correspond to the request submitted, that Creator failed to observe a limit or rule Creator had themselves stated, or that content Creator recorded at a fan's request infringed or violated the rights of any third party; and (h) any claim arising from any photograph, illustration, artwork, character design, still frame, logo, or other visual material supplied by Creator for use on Creator's profile or in connection with any offering, including any claim that such material infringes copyright or trademark, constitutes an unauthorized derivative work, misappropriates a protected character or persona, or falsely suggests affiliation with, endorsement by, or licensing from any rights holder.

Vocograph reserves the right, at Vocograph's sole election and at Vocograph's own expense, to assume sole control of the defense and settlement strategy of any claim subject to indemnification under this Section, including the right to select and direct defense counsel of its choosing. In the event Vocograph elects to assume control of any such defense, Creator shall cooperate fully and in good faith with Vocograph in the defense of the claim, including by providing timely access to relevant documents, recordings, account data, communications, and personnel with knowledge of the subject matter. Creator shall not, without Vocograph's prior written consent, make any admission of liability, enter into any settlement agreement, or take any other dispositive action in connection with any indemnified claim that would impose any obligation, restriction, or financial liability on any of the Vocograph Parties or that does not include a full, unconditional, and irrevocable release of all Vocograph Parties from all claims asserted in the matter.

In consideration of the mutual benefits of the relationship established by this Agreement, each party agrees that during the term of this Agreement and for a period of two (2) years following the termination or expiration of this Agreement for any reason, neither party shall make, publish, broadcast, post, or otherwise communicate any public statement, commentary, review, or content — through any medium or channel, including but not limited to social media platforms, podcasts, interviews, press releases, online reviews, forum posts, blog posts, or any other public-facing communication — that is reasonably intended or calculated to disparage, defame, malign, denigrate, or otherwise damage the reputation of the other party. With respect to Vocograph, this obligation applies to Creator's public statements regarding the Vocograph platform, brand, products, services, employees, officers, and business practices. With respect to Creator, this obligation applies to Vocograph's public statements regarding individual Creator accounts, Creator's specific participation history, and Creator's identity in connection with the Platform.

This non-disparagement obligation shall not be construed to prevent or restrict either party from: (a) making any truthful statement or providing any truthful testimony in the course of any judicial, administrative, regulatory, arbitration, or other formal legal proceeding; (b) providing truthful information in response to a valid subpoena, court order, government inquiry, or other compulsory legal process; (c) making any disclosure that is required by applicable law, regulation, stock exchange rule, or professional obligation; or (d) Creator making truthful, accurate, factual, and non-disparaging statements about Creator's own artistic work, creative output, professional experience, or participation on the Platform in neutral or affirmatively positive terms.

Violation of this non-disparagement obligation by Creator shall constitute a material breach of this Agreement and may result in immediate termination of Creator's account. Vocograph reserves all rights and remedies available at law or in equity with respect to any such breach, including the right to seek injunctive or other equitable relief in circumstances where monetary damages would be inadequate to remedy the harm caused.

Creator's participation on the Platform is entirely non-exclusive. Nothing in this Agreement, the Terms of Service, or any other Vocograph policy shall be construed to prevent, restrict, or limit Creator from offering personalized voice recordings, audio shoutouts, voice messages, or any similar content services on any other marketplace, platform, website, or channel, including platforms that compete directly or indirectly with Vocograph. Vocograph makes no claim to Creator's creative output, labor capacity, or professional services on any other platform and expressly acknowledges Creator's right to build and maintain a multi-platform creative business. Creator is free to set independent pricing, terms, and availability on other platforms without any obligation to make comparable offerings available on Vocograph.

Notwithstanding Creator's non-exclusive status under this Agreement, Creator acknowledges that Creator's own pre-existing or future contractual obligations to third parties — including but not limited to record labels, recording and production studios, game or media developers or producers, network, streaming, or distribution platforms, talent agencies, artist management companies, music publishers, unions or guilds, brand sponsors, or any other party with whom Creator maintains a contractual relationship — may independently restrict, limit, or prohibit Creator's ability to offer personalized voice content services on any platform, including Vocograph, without such party's prior consent. Creator is solely and exclusively responsible for reviewing, understanding, and complying with any such third-party contractual obligations before listing on, delivering through, or otherwise participating on the Platform. Vocograph does not and cannot review, evaluate, interpret, or provide guidance on Creator's third-party contractual obligations, and Vocograph makes no representation, warranty, or assurance that Creator's participation on the Platform is permissible under any specific third-party agreement. Creator's indemnification obligations under Section 14 of this Agreement expressly extend to any third-party claims arising from such contractual conflicts.

Creator's non-exclusive status under this Agreement does not in any way diminish, qualify, excuse, or limit any of Creator's obligations under this Agreement or the Terms of Service while Creator's account remains active and in good standing. Creator's simultaneous participation on other platforms, regardless of the volume or nature of Creator's activity elsewhere, does not excuse any failure to fulfill orders within the Fulfillment Window described in Section 6 of this Agreement, any violation of the content standards described in Section 9 of this Agreement, any breach of the fan interaction restrictions set forth in Section 10 of this Agreement, or any other breach of Creator's obligations hereunder.

In the event of Creator's death or permanent physical or mental incapacity rendering Creator unable to fulfill voice autograph requests, all orders that are pending and unfulfilled at the time Vocograph receives credible notification of such event — or at such earlier time as Vocograph independently and reasonably determines, based on consistent non-fulfillment or other credible evidence, that Creator is unable to perform — shall be automatically cancelled by the Platform. All corresponding fan payment authorization holds for such cancelled orders shall be released to the respective fans. Vocograph is not obligated to fulfill, arrange for the fulfillment of, source a replacement performer for, or otherwise complete any pending order on behalf of a deceased or incapacitated Creator, and no obligation to do so shall be inferred from any provision of this Agreement.

Creator's estate, heirs, legatees, beneficiaries, executors, administrators, trustees, or other legal or personal representatives shall not have any automatic right, title, interest, or claim to Creator's Vocograph account credentials, Creator's account data, Creator's pending unfulfilled orders, Creator's profile and promotional materials on the Platform, or any revenue associated with orders that had not been fulfilled and earned prior to Creator's death or incapacity. The right to receive any earned and as-yet-undisbursed revenue attributable to fulfilled orders that remains held within or payable through Creator's Stripe connected account at the time of Creator's death or incapacity is governed exclusively by Stripe's own terms, policies, and account succession procedures, and not by this Agreement. Creator's estate or authorized legal representatives must contact Stripe directly regarding any claims to or questions about funds held or disbursable through Creator's Stripe connected account, as Vocograph has no authority over the disposition of funds within Stripe's systems.

Upon receiving notification from an authorized representative of Creator's estate or from another credible source confirming Creator's death or permanent incapacity, Vocograph will promptly hide Creator's active listings from public view, suspend the acceptance of any new orders under Creator's account, and process the cancellation of all unfulfilled pending orders in accordance with this Section. Vocograph should be notified of a Creator's death or permanent incapacity by written communication sent to [email protected] from an individual with authority to act on behalf of Creator's estate, accompanied by documentation sufficient to establish the representative's legal authority and, where available, confirmation of the relevant event. Any earned amounts that have already been fully transferred and disbursed to Creator's Stripe connected account prior to the date of Creator's death or incapacity are governed solely by Stripe's account succession policies and applicable probate, succession, or inheritance law in Creator's jurisdiction of residence.

Paid voice autograph orders on the Platform are processed as Direct Charges on Creator's Stripe connected account pursuant to the Direct Charges structure of Vocograph's Stripe Connect integration. Where a fan's bank or card issuer initiates a chargeback or payment dispute on a paid order, the disputed transaction amount, together with Stripe's then-current standard dispute processing fee per disputed transaction (the amount of which is set by Stripe and subject to change), is drawn against the balance of Creator's connected account. Under the Stripe Connect account configuration on which the Platform operates, however, Vocograph is the party responsible to Stripe for losses arising from disputes and from negative balances on connected accounts. Vocograph therefore bears those amounts in the first instance, and Creator's responsibility for them arises under this Agreement rather than by automatic operation of Stripe's systems.

As between Creator and Vocograph, Creator is responsible for the disputed transaction amount and the associated dispute processing fee on any paid order, and Vocograph is entitled to recover both from Creator in full. Vocograph may effect that recovery by debiting Creator's connected account balance where sufficient funds are available, by offsetting the amounts against future Creator Share disbursements otherwise payable to Creator, or by pursuing a direct claim against Creator. That right applies whether or not Creator's connected account holds sufficient funds at the time the dispute is processed, and applies in particular where the earnings associated with the disputed transaction have already been disbursed to Creator by payout before the dispute was initiated. Creator acknowledges that Vocograph's exposure under this configuration is a consequence of facilitating Creator's transactions on the Platform, and that Vocograph's right of recovery under this Section is the mechanism by which responsibility for a disputed order is allocated to Creator.

Where a dispute has been initiated on a paid order and remains open, or where an amount remains recoverable from Creator under this Section, Vocograph may withhold payouts of amounts standing to Creator's credit, including by suspending payouts on Creator's connected account or by changing the payout schedule applicable to it, until the dispute is resolved and any resulting liability has been satisfied. A withholding under this paragraph is a temporary measure connected to a specific dispute, and is distinct from the account restrictions described below, which apply where Creator exhibits a pattern of excessive chargebacks. Vocograph will release a withholding under this paragraph promptly once the dispute is resolved in Creator's favour, or once the amount recoverable from Creator has been satisfied, and will not withhold amounts materially in excess of the disputed amount and the associated dispute processing fee for longer than is reasonably necessary to give effect to this Section.

Vocograph will make commercially reasonable efforts to notify Creator promptly upon receiving notice from Stripe of a chargeback filed against Creator's connected account. Such notification will include, to the extent available at the time of notice, the dispute reason category assigned by the card network and the deadline by which evidence must be submitted to Stripe in response to the dispute.

Because Vocograph maintains the Platform's delivery records — including recording delivery logs, play records, order metadata, and related documentation in the Platform's systems — Vocograph will manage the Stripe evidence submission process for chargeback defense purposes on behalf of the Platform. Notwithstanding Vocograph's management of the evidence submission process, Creator's good-faith cooperation is necessary for an effective dispute response. Creator agrees to cooperate in good faith with Vocograph's chargeback defense efforts, including by providing any information, records, context, communications, or other materials that may support the dispute response, within the timeframe specified by Vocograph in its notification to Creator. Creator's failure to cooperate in a timely manner may impair Vocograph's ability to mount an effective defense and may be considered in any subsequent determination of liability for a resulting loss.

Zero-price offerings — meaning voice autograph products for which the product price is set at zero dollars ($0.00), so that the fan pays only the service fee charged by Vocograph — are processed as charges on Vocograph's platform account rather than Creator's connected account. Chargebacks or payment disputes arising from zero-price offering orders are accordingly debited from Vocograph's platform account and do not affect Creator's connected account or Creator Share. The provisions of this Section relating to connected-account debits, the Stripe dispute processing fee, and Vocograph's right of recovery apply only to paid orders processed as Direct Charges on Creator's connected account.

A refund is distinct from a chargeback: a chargeback is initiated by a fan's bank or card issuer, whereas a refund is issued voluntarily by Vocograph. Where Vocograph issues a refund on a delivered paid order, the following allocation applies as between Creator and Vocograph. Creator bears the product price refunded to the fan, less the Platform Commission retained on that order, which Vocograph will return in full where the product price is refunded in full and proportionately where the product price is refunded in part. In no event will the amount borne by Creator in respect of a refund exceed the Creator Share that Creator received for that order: Creator will never be required to return more than Creator earned on the order.

The service fee charged to the fan is Vocograph's own charge, is separate from the product price, and is not ordinarily refunded. Where the service fee is refunded, whether at Vocograph's discretion or because applicable consumer protection law requires it, it is borne by Vocograph and is not recoverable from Creator. Stripe does not return the payment processing fee charged on the original transaction when a refund is issued; under Vocograph's Stripe Connect configuration that fee is payable by Vocograph, and Vocograph bears it. Amounts borne by Creator under this paragraph and the preceding paragraph are recoverable in the same manner as a shortfall under this Section, including by offset against future Creator Share disbursements otherwise payable to Creator. Refunds issued on zero-price offering orders are borne entirely by Vocograph and do not affect Creator's connected account or Creator Share. Nothing in these paragraphs obliges Vocograph to issue a refund on any order or establishes any refund program; refunds are issued only where the Terms of Service so provide or where applicable law requires.

Creator acknowledges that a fan's card issuer may raise a dispute on the ground that goods or services were not received or were not as described, and that such a dispute is determined by the issuer under the rules of the card network, not under this Agreement or the Terms of Service. No provision of this Agreement, of the Terms of Service, or of any non-refund policy binds a card issuer or prevents a dispute from being raised or upheld. Where a dispute arises from a fan's assertion that a delivered recording did not correspond to a custom request submitted with the order, Vocograph will submit the records held about that order in accordance with this Section, including the request text as submitted at checkout, the delivery record, and any access or download records. Creator agrees to provide, promptly and within any deadline Vocograph specifies, an account of how the delivered recording responded to the request. Where Vocograph reasonably determines that a dispute resulted from Creator delivering a recording that was materially unresponsive to the custom request, Vocograph may treat the resulting loss, including the disputed amount and any dispute processing fee, as recoverable from Creator on the terms set out in this Section, and may take action under Section 11 and Section 19 of this Agreement.

Creators with a pattern of excessive chargebacks — as determined by Vocograph at its reasonable discretion based on chargeback rates, dispute patterns, delivery failure rates, or other risk indicators, and/or as flagged by Stripe under Stripe's own risk management and monitoring policies — may be subject to account restrictions, including but not limited to payout holds, listing suspension, or account termination pursuant to Section 11 and Section 19 of this Agreement.

This Section supplements but does not replace the Stripe Connected Account Agreement referenced in Section 4 of this Agreement. Creator's rights and obligations with respect to Stripe's own dispute processes, evidence deadlines, and chargeback policies are governed by the Stripe Connected Account Agreement, and Creator is responsible for maintaining familiarity with Stripe's chargeback and dispute policies as they may be updated by Stripe from time to time.

Vocograph may amend or modify this Agreement at any time in Vocograph's sole discretion, subject to the notice requirements set forth in this Section. Changes that constitute material amendments — meaning amendments that increase Creator's obligations, reduce Creator's rights, modify the commission rate or payout structure set forth in Section 5 of this Agreement, change the standards applicable to artificial intelligence, synthetic, cloned, or transformed voice content under Section 9 of this Agreement, or alter the indemnification or limitation of liability provisions — will be communicated to Creator no fewer than thirty (30) days before the effective date of such change, by email to the address associated with Creator's account and/or by notice posted prominently on the Platform. Non-material changes, including clarifications, corrections, typographical fixes, and modifications to non-substantive provisions, may be made without prior notice and take effect immediately upon posting.

Creator's continued use of the Platform after the effective date of any amendment constitutes Creator's acceptance of the amended Agreement. If Creator does not accept a material amendment, Creator may terminate their account before the effective date of the amendment and withdraw any available earnings in accordance with the termination provisions below; continued use of the Platform on or after the effective date of any amendment will be deemed unconditional acceptance of the amended Agreement, regardless of whether Creator has reviewed the changed terms. Vocograph maintains a version date on this Agreement, and the version accepted by each Creator at the time of onboarding or upon subsequent acceptance is recorded in Vocograph's systems.

Either party may terminate this Agreement and Creator's account at any time, subject to the conditions described in this Section.

Vocograph may terminate this Agreement and Creator's account immediately and without prior notice for cause, including but not limited to: material breach of this Agreement or the Terms of Service, fraudulent conduct relating to Creator's account or the Platform, identity fraud, knowing delivery of recordings containing speech Creator did not personally perform, in violation of Section 9 of this Agreement, manipulation of chargebacks or payment disputes, or any other conduct that Vocograph determines in good faith poses material legal, regulatory, or reputational risk to the Platform or its users. Where a termination under this paragraph is based on a breach of Section 9 of this Agreement, the statement of grounds, right of response, and notice provisions of that Section apply and this paragraph is subject to them.

Vocograph may terminate this Agreement and Creator's account without cause upon thirty (30) days' written notice to Creator, sent to the email address associated with Creator's account. That notice will state the reasons for the decision. Creator may respond to those reasons by writing to [email protected] before the termination takes effect, and Vocograph will consider Creator's response before the decision becomes final.

Creator may terminate this Agreement at any time by closing their account through the Platform's account settings or by providing written notice to Vocograph at [email protected]. Notwithstanding such termination, Creator remains obligated to fulfill all voice autograph requests that were submitted and pending at the time of termination, or to permit such requests to expire naturally within the applicable Fulfillment Window, before Creator's account is fully closed. Vocograph may assist in the orderly wind-down of pending requests at its discretion.

Upon termination of this Agreement for any reason: pending unfulfilled orders are cancelled and any fan payment authorizations are released in accordance with Section 6 of this Agreement; Creator Share amounts earned and already disbursed to Creator's Stripe connected account prior to termination are governed by the Stripe Connected Account Agreement and Stripe's standard policies; Creator Share amounts earned but not yet disbursed at the time of termination will be paid to Creator subject to any investigative holds, chargeback liabilities, shortfall recovery rights, or other valid claims Vocograph may hold against such amounts under this Agreement; and Creator's promotional materials are removed from active use in accordance with the wind-down provisions of Section 8 of this Agreement. Recordings already delivered to fans remain stored and available to those fans in accordance with Section 7 of this Agreement and Vocograph's Privacy Policy, and closing a Creator account does not by itself delete them; a Creator seeking deletion of delivered recordings must make an erasure request, which is assessed as described in Vocograph's Privacy Policy.

The following provisions survive termination of this Agreement for any reason and remain in full force and effect: Section 7 (Ownership and License of Creator Recordings, which persists with respect to recordings already delivered during the term), Section 8 (Right of Publicity and Voice License, solely with respect to the post-termination wind-down obligation described therein), Section 12 (Tax Obligations, with respect to earnings received during the term), Section 13 (Representations and Warranties, as applied to conduct and representations made during the term), Section 14 (Indemnification), Section 15 (Non-Disparagement, for the tail period specified therein), Section 18 (Chargebacks, Disputes, and Refunds, with respect to transactions processed during the term), Section 20 (Voice Recording and Biometric Acknowledgment, with respect to recordings created and delivered during the term and to any data derived from them), and this survival clause. Any provision of this Agreement that by its nature should survive termination survives regardless of whether it is expressly enumerated above.

This Section is provided so that Creator's acknowledgment and consent regarding voice recordings is given in the same clickwrapped, electronically signed instrument as the rest of this Agreement, rather than by notice alone. Creator's electronic acceptance of this Agreement under Section 21 constitutes Creator's written release for the purposes of any applicable state biometric privacy law, including the Illinois Biometric Information Privacy Act (BIPA), 740 ILCS 14/1 et seq.

Nature of the recordings: Each recording Creator creates and delivers through the Platform is a recording of, or is derived by Creator's own processing from, Creator's own vocal performance. It is not a voiceprint, a biometric template, or any other mathematical or algorithmic representation of the measurable characteristics of Creator's voice used to identify Creator. Vocograph does not extract, derive, store, or process voiceprints or biometric templates from any recording, does not perform voiceprint analysis, speaker recognition, or biometric identification of any kind, and does not use any recording to train artificial intelligence models or machine learning systems. It is Vocograph's position that the recordings it stores are not biometric identifiers or biometric information within the meaning of BIPA, the Texas Capture or Use of Biometric Identifier Act, Tex. Bus. and Com. Code Ann. § 503.001, or Washington's biometric identifier law, RCW 19.375 — which expressly excludes audio recordings, and data generated from them, from its definition of a biometric identifier.

Consent and written release: To the extent that any applicable law nevertheless classifies a voice recording delivered through the Platform, or any data derived from it, as a biometric identifier or as biometric information, Creator consents to and authorizes Vocograph's collection, storage, and use of that data, and releases Vocograph from claims arising from that collection, storage, and use, on the terms set out in this Section. Creator acknowledges that Creator has been informed in writing that such data may be collected and stored, and of the specific purpose and length of term for which it is collected, stored, and used, as stated below.

Specific purpose: fulfilling voice autograph orders; assembling and delivering the completed collectible to the fan who purchased it; making that collectible available to that fan for as long as it is retained under Vocograph's Privacy Policy; content moderation; dispute resolution and chargeback defense; and enforcement of this Agreement and the Terms of Service. Vocograph will not use the recordings for any other purpose without Creator's further consent.

Length of term: for the period described in the data retention schedule in Vocograph's Privacy Policy, which distinguishes between order and dispute metadata and the delivered collectible itself, and which is subject to the account dormancy rule described there. Creator may request erasure of delivered recordings at any time; such requests are assessed individually as described in Vocograph's Privacy Policy, and Creator will be told in writing what outcome applies. If Vocograph were at any time to come into possession of a voiceprint or biometric template derived from a recording, it would permanently destroy that data at the earlier of the date on which the initial purpose for collecting it has been satisfied and three years after Creator's last interaction with Vocograph, and would update its Privacy Policy before beginning any such collection.

No sale or disclosure: Vocograph does not and will not sell, lease, trade, or otherwise profit from Creator's voice recordings or from any biometric identifier or biometric information, and will not disclose, redisclose, or otherwise disseminate any such data except as necessary to deliver a recording to the fan who purchased it, to the service providers described in Vocograph's Privacy Policy acting on Vocograph's behalf, where Creator consents, or where required by law, warrant, or subpoena.

Creator may withdraw this consent by contacting Vocograph at [email protected]. Withdrawal of consent does not affect the lawfulness of processing carried out before withdrawal, and does not by itself require deletion of recordings already delivered to fans, which is governed by the erasure process described in Vocograph's Privacy Policy.

This Agreement is governed by and construed in accordance with the laws of France, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction. This choice of governing law is consistent with the governing law applicable to the Terms of Service incorporated herein. Where Creator is an individual acting wholly or mainly outside Creator's trade, business, craft, or profession, this choice of law does not deprive Creator of the protection afforded by provisions that cannot be derogated from by agreement under the law of the country in which Creator has their habitual residence.

Subject to the dispute resolution provisions set forth in Section 18 of the Terms of Service, and to any mandatory rule of the law of Creator's country of residence or establishment, each party consents to the jurisdiction of the courts of France for the resolution of any dispute, claim, or controversy arising out of or relating to this Agreement or its subject matter. Each party waives any objection to venue in those courts on the ground of inconvenient forum, save where that objection arises from a mandatory rule of law that cannot be excluded by agreement. Nothing in this Section limits Vocograph's right to seek injunctive, interim, or other protective relief in any court of competent jurisdiction where necessary to protect the Platform or its intellectual property.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BEFORE A COURT OF THE UNITED STATES OR OF ANY STATE OF THE UNITED STATES AND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY MATTER CONTEMPLATED HEREBY, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY. EACH PARTY ACKNOWLEDGES THAT IT HAS REVIEWED THIS JURY TRIAL WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS HAVING HAD THE OPPORTUNITY TO CONSULT COUNSEL. This waiver has no application to proceedings before the courts of France or before the courts of any other jurisdiction that does not provide for trial by jury in civil matters.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if modification is not possible, such provision shall be severed from this Agreement without affecting the validity or enforceability of the remaining provisions. The remaining provisions of this Agreement shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never been included.

This Agreement, together with the Terms of Service incorporated by reference pursuant to Section 3 of this Agreement and any policies expressly incorporated into the Terms of Service, constitutes the entire agreement between Creator and Vocograph with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, representations, negotiations, discussions, and agreements, whether written or oral, between Creator and Vocograph relating to Creator's participation on the Platform. No prior drafts of this Agreement and no prior oral or written statements or representations of any kind shall have any legal force or effect.

Vocograph may assign or transfer this Agreement, or any of its rights or obligations hereunder, to any affiliate, successor entity, acquirer, or assignee in connection with a merger, acquisition, corporate reorganization, or a sale or transfer of all or substantially all of Vocograph's business or assets, without Creator's prior consent, provided that Vocograph will use commercially reasonable efforts to provide Creator with at least thirty (30) days' advance written notice of any such assignment delivered to the email address associated with Creator's account. Creator may not assign, delegate, or transfer this Agreement or any of Creator's rights or obligations hereunder to any other person or entity, whether by operation of law, by merger, or otherwise, without Vocograph's prior written consent. Any purported assignment or transfer by Creator in violation of this Section is void and of no legal effect.

If Creator is unable to fulfill one or more pending voice autograph requests solely because the Platform itself is unavailable or inaccessible due to a force majeure event (including acts of God, natural disasters, acts of governmental authority, widespread telecommunications or internet infrastructure failures, or similar extraordinary circumstances beyond Vocograph's reasonable control), a Vocograph-side technical outage, or a third-party infrastructure failure directly affecting Platform operations — as distinct from any issue, circumstance, or failure on Creator's end — Creator's Fulfillment Window obligation for those specifically affected orders shall be tolled for the duration of the Platform's unavailability caused by such event. No fulfillment strike or adverse account action shall be assessed against Creator under Section 11 of this Agreement for any non-delivery caused solely by a Platform-side unavailability event of the type described in this Section. Vocograph will use commercially reasonable efforts to notify Creators when a Platform-side outage is affecting order delivery capabilities and to update Creators when normal Platform operations have resumed.

Vocograph's failure or delay in exercising or enforcing any right, remedy, power, or privilege under this Agreement on any particular occasion shall not constitute or be construed as a waiver of Vocograph's right to exercise or enforce that right, remedy, power, or privilege on any future occasion. No single or partial exercise of any right or remedy precludes any other or further exercise thereof or the exercise of any other right or remedy under this Agreement. A waiver by Vocograph of any particular breach or default is not a waiver of any subsequent breach or default of the same or any other provision.

Creator's electronic acceptance of this Agreement, including acceptance through a clickwrap interface presented during Creator onboarding or through any subsequent acceptance interface provided by Vocograph, constitutes a valid and legally binding acceptance of this Agreement. Under Regulation (EU) No 910/2014 (the eIDAS Regulation), an electronic signature may not be denied legal effect or admissibility as evidence in legal proceedings solely on the ground that it is in electronic form or that it does not meet the requirements of a qualified electronic signature. For Creators located in the United States, such electronic acceptance is also valid and enforceable under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and any applicable comparable state electronic signature laws. Vocograph records the fact, date, time, and version of Creator's acceptance of this Agreement, and those records are admissible as evidence of that acceptance. Creator may dispute the accuracy of those records.