Terms of Service

01Services

Songclimber provides done-for-you content distribution services for music artists as described in your executed Statement of Work ("SOW"). The Service encompasses three account types: Artist-Owned Accounts (posted to your social media accounts), Faceless Niche Accounts (agency-operated accounts managed on your behalf), and Fan/HQ Accounts (fan-identity accounts managed under your direction). The specific plans, deliverables, account types, pricing, and commitment terms applicable to your engagement are set forth in your SOW. In the event of any conflict between these Terms and your SOW, the SOW controls with respect to scope and pricing; these Terms control with respect to all other matters.

02Account Registration & Portal Access

2.1 To access the Songclimber client portal, you must create an account using accurate and complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

2.2 You agree to notify us immediately at evan@songclimber.com if you suspect unauthorized access to your account.

2.3 We reserve the right to suspend or terminate portal access if we reasonably believe your account has been compromised or is being used in violation of these Terms.

2.4 You must be at least 18 years of age to enter into a service agreement with Songclimber.

03Platform Account Connections

3.1 To receive the Service, you authorize Songclimber to connect to and post content on your behalf to the social media platforms specified in your SOW (TikTok, Instagram, YouTube, Facebook, and others as applicable).

3.2 You represent and warrant that you have the right and authority to grant Songclimber access to any social media accounts connected through the portal, and that such access does not violate the terms of service of any connected platform.

3.3 You are responsible for ensuring that your social media accounts remain in good standing with their respective platforms. Songclimber is not liable for account suspensions, restrictions, or terminations caused by platform policy changes or actions attributable to you.

3.4 You may revoke platform access at any time through the portal or directly through each platform's settings. Revoking access does not constitute cancellation of your SOW and does not waive any fees owed.

04Content & Intellectual Property

4.1 Your content. For Artist accounts, you grant Songclimber a limited, non-exclusive, royalty-free license to access, use, reproduce, modify, and distribute the footage, music, and other materials you provide ("Client Content") solely for the purpose of performing the Service. You represent and warrant that you own or have all necessary rights to the Client Content you provide, and that our use of it as described herein does not infringe any third-party rights.

4.2 Our content. Songclimber retains all rights to its in-house content process, templates, hooks, frameworks, system architecture, and any content produced by Songclimber for Faceless Niche and Fan/HQ accounts. Nothing in these Terms transfers ownership of Songclimber's proprietary process or tools to you.

4.3 Posted content. Content posted to your owned social media accounts (Artist accounts) remains yours. Content posted to agency-operated Faceless Niche accounts is owned by Songclimber. Content posted to Fan/HQ accounts is owned by Songclimber during the engagement; account login credentials are transferred to you at the end of the contract term where specified in your SOW.

4.4 Music rights. You represent and warrant that you hold all necessary music rights, licenses, and clearances for any music used in content distributed under this agreement, including but not limited to sync rights, master rights, and publishing rights. Songclimber is not responsible for any copyright claims, takedowns, or liability arising from music rights issues.

4.5 No infringing content. You agree not to submit any Client Content that infringes the intellectual property rights of any third party. Songclimber reserves the right to refuse to post any content it reasonably believes may infringe third-party rights.

05Approval Queue & Content Review

5.1 You have access to an approval queue through the client portal where you may review content before it is posted. Content in the queue is considered approved if not flagged within 24 hours of appearing in the queue unless otherwise agreed in your SOW.

5.2 Songclimber reviews all content internally before it enters the approval queue. We reserve the right to decline to post any content that we determine in our sole discretion violates these Terms, platform policies, or applicable law.

5.3 You acknowledge that the high-volume nature of the Service requires a streamlined approval process. Requiring approval windows longer than 24 hours per post is not compatible with the Service and may result in service interruption.

06Payment & Billing

6.1 All plans are billed monthly in advance. Your first payment, covering the first month of service plus any applicable onboarding or device fees, is due at signing of your SOW.

6.2 Subsequent monthly invoices are issued five (5) days before the start of each new service month and are due within three (3) business days of invoice.

6.3 Late payments outstanding beyond five (5) business days from the due date may result in a pause of service until the account is brought current. Songclimber is not liable for any growth impact resulting from a service pause caused by late payment.

6.4 Unpaid balances outstanding beyond thirty (30) days from the due date will accrue interest at 1.5% per month (18% per annum), or the maximum rate permitted by North Carolina law, whichever is lower.

6.5 All fees are non-refundable except as expressly stated in these Terms or your SOW. No refunds are issued for unused days within a paid month.

6.6 We reserve the right to update pricing with thirty (30) days written notice. Price changes do not apply to the current committed term of an active SOW.

07Commitment, Cancellation & Termination

7.1 Minimum commitment. All plans require a minimum commitment period as set forth in your SOW.

7.2 Cancellation after commitment. Following the minimum commitment period, you may cancel with thirty (30) days written notice to evan@songclimber.com. The final month of service is the last paid month. No refunds are issued for the cancellation notice period.

7.3 Early termination. Cancellation before the end of a committed term does not waive fees owed for the remaining months of the commitment. All outstanding fees become immediately due and payable upon early cancellation.

7.4 Termination by Songclimber. We reserve the right to terminate your account and service with written notice if you: (a) breach these Terms and fail to cure the breach within seven (7) days of notice; (b) fail to make payment when due; (c) use the Service in violation of the Acceptable Use Policy; or (d) engage in conduct that we reasonably determine is harmful to Songclimber, its clients, or the platforms we operate on. In the event of termination by Songclimber for cause, no refund is owed for the current billing period. In the event of termination by Songclimber without cause, we will refund any prepaid fees for service not yet rendered.

7.5 Effect of termination. Upon termination or expiration of your SOW: (a) your portal access will be deactivated; (b) posting to your accounts will cease; (c) Artist account credentials remain yours; (d) Faceless Niche account credentials remain with Songclimber; (e) Fan/HQ account login credentials will be delivered to you within seven (7) business days of the end of the contract term where applicable under your SOW.

08Collections

In the event of non-payment or early cancellation resulting in outstanding fees, Songclimber reserves the right to pursue collection through all available legal means, including referral to a collections agency or initiation of legal proceedings. You agree to reimburse Songclimber for all reasonable costs of collection, including attorney's fees and court filing fees, to the extent permitted by applicable law.

09Case Study & Portfolio Usage

Songclimber may use your name, likeness, music, content, and campaign results for marketing, case studies, proposals, portfolio materials, and promotional content across any medium. You may withdraw this permission at any time with written notice. Withdrawal applies to future use only — materials already published are not required to be removed. See also Section 4 of your SOW.

10Confidentiality

Each party agrees to keep confidential the other party's proprietary and non-public information disclosed in connection with the Service, including pricing, technical processes, and business information. This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

11Disclaimers

11.1 THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." SONGCLIMBER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11.2 SONGCLIMBER DOES NOT GUARANTEE ANY SPECIFIC RESULTS, INCLUDING BUT NOT LIMITED TO FOLLOWER COUNTS, STREAM NUMBERS, ENGAGEMENT RATES, REVENUE, OR VIRAL REACH. GROWTH IS REAL AND AUDIENCE-BASED BUT SUBJECT TO PLATFORM ALGORITHM CHANGES AND OTHER FACTORS OUTSIDE OUR CONTROL.

11.3 SONGCLIMBER IS NOT RESPONSIBLE FOR CHANGES TO PLATFORM POLICIES, ALGORITHM UPDATES, ACCOUNT RESTRICTIONS, OR ANY OTHER ACTIONS TAKEN BY TIKTOK, INSTAGRAM, YOUTUBE, FACEBOOK, SPOTIFY, OR ANY OTHER THIRD-PARTY PLATFORM.

12Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SONGCLIMBER'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY YOU IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT SHALL SONGCLIMBER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13Indemnification

You agree to indemnify, defend, and hold harmless Songclimber, GreenSong LLC, and their officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising out of or in any way connected with: (a) your breach of these Terms; (b) your Client Content; (c) your violation of any third-party rights, including intellectual property rights; (d) your violation of any platform terms of service; or (e) your use of the Service in violation of applicable law.

14Dispute Resolution & Arbitration

Any dispute arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with arbitration seated in Buncombe County, North Carolina. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm. Each party bears its own arbitration costs unless the arbitrator finds bad faith, in which case costs may be awarded to the prevailing party.

15Governing Law

These Terms are governed by the laws of the State of North Carolina, without regard to conflict of law principles. To the extent any court proceeding is permitted, the parties consent to the exclusive jurisdiction of state and federal courts in Buncombe County, North Carolina.

16Severability

If any provision of these Terms is found invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions continue in full force.

17Entire Agreement

These Terms, together with your executed SOW, constitute the entire agreement between you and Songclimber with respect to the Service and supersede all prior agreements and understandings. No amendment is valid unless in writing and signed by both parties.

18Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email to the address on your account at least fourteen (14) days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may cancel pursuant to Section 7.

19Contact