Terms of Service

1 Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and SPLURJJ, LLC, a company doing business as Ooki Music ("Ooki," "we," "us," or "our"), governing your access to and use of the Ooki platform, including the website at play.ookimusic.com, mobile applications, the Ooki API, and all related services (collectively, the "Platform").

By creating an account, clicking "I agree," or otherwise accessing or using the Platform, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

2 Eligibility

You must be at least 13 years of age to use Ooki Music. If you are under 18, you must have permission from a parent or legal guardian. By using the Platform, you represent and warrant that:

• You are at least 13 years old.
• You have the legal capacity to enter into these Terms.
• You are not prohibited from using the Platform under applicable law.
• If using the Platform on behalf of a company or organization, you have authority to bind that entity to these Terms.

Ooki reserves the right to refuse service to anyone for any reason at any time.

3 Accounts

To access most features of Ooki, you must create an account. You agree to:

• Provide accurate, current, and complete registration information.
• Maintain the security of your password and account credentials.
• Promptly notify us of any unauthorized use of your account at security@ookimusic.com.
• Accept responsibility for all activities that occur under your account.
• Not create more than one account per person (unless explicitly permitted).

We reserve the right to suspend or terminate accounts that violate these Terms, contain false information, or engage in fraudulent activity.

4 Listener Terms

As a listener on the Ooki platform, you are granted a limited, non-exclusive, non-transferable, revocable license to stream audio content for personal, non-commercial use. You may not:

• Download, copy, or redistribute audio content without an explicit purchase or download license.
• Use automated tools, bots, or scrapers to access or stream content.
• Share your account credentials with others or allow others to use your account.
• Circumvent any digital rights management (DRM) or access control measures.
• Use the Platform for any commercial purpose without a commercial license.

5 Artist Terms

Artists who upload content to Ooki agree to the following additional terms:

• Rights ownership: You represent and warrant that you own or have licensed all rights necessary to upload, stream, and distribute the content you submit, including master recording rights, composition rights, and any required mechanical licenses.
• License grant: By uploading content, you grant Ooki a worldwide, non-exclusive, royalty-free license to host, transcode, stream, display, and distribute your content on the Platform for the duration of your account.
• Revenue sharing: Artist payout rates and royalty calculation methods are described in Section 9 and in your Artist Agreement.
• Takedowns: You may remove your content at any time from your artist dashboard. Removal takes effect within 48 hours of request.
• Cover songs: Uploading cover recordings requires a valid mechanical license. See our Cover License page.
• Metadata accuracy: You are responsible for the accuracy of track metadata including title, songwriter credits, ISRC, and genre.

6 Content Standards

All content uploaded to or shared through Ooki must comply with the following standards. Content must not:

• Infringe any copyright, trademark, trade secret, or other intellectual property right of any party.
• Contain hate speech, incitement to violence, or discriminatory content based on race, ethnicity, religion, gender, sexual orientation, disability, or national origin.
• Contain sexually explicit material involving minors (CSAM) — any such content will be immediately removed, reported to NCMEC, and result in permanent account termination and referral to law enforcement.
• Constitute harassment, defamation, threats, or targeted abuse of any individual.
• Contain malware, viruses, or any code designed to disrupt, damage, or gain unauthorized access to systems.
• Violate any applicable law or regulation.

Ooki may remove any content that violates these standards without notice. Repeat violators will be permanently banned.

7 Intellectual Property

Ooki's IP: The Ooki platform, including its design, software, branding, trademarks ("Ooki," "Ooki Music," the Ooki logo, "Splurjj"), and all platform-generated content, are owned by SPLURJJ, LLC and protected by copyright, trademark, and other intellectual property laws. You may not reproduce, modify, distribute, or create derivative works from Ooki's IP without written permission.

Your content: You retain ownership of all content you upload to Ooki. By uploading, you grant us the license described in Section 5. You do not transfer ownership to Ooki.

Feedback: If you submit ideas, feedback, or suggestions about the Platform, you grant Ooki a perpetual, irrevocable, royalty-free license to use that feedback for any purpose.

8 Payments & Subscriptions

Ooki offers free and paid subscription tiers. By subscribing to a paid plan:

• You authorize Ooki to charge your payment method on a recurring basis (monthly or annually, as selected).
• Subscriptions automatically renew unless cancelled before the renewal date.
• You may cancel your subscription at any time; cancellation takes effect at the end of the current billing period.
• All fees are non-refundable except as required by applicable law or as specifically stated in our refund policy.
• We reserve the right to change subscription prices with 30 days' notice. Continued use after the price change constitutes acceptance.

Payment processing is handled by Stripe, Inc. Ooki does not store your full payment card details. Store purchases (digital downloads) are final and non-refundable unless the file is defective or corrupted.

9 Artist Royalties

Ooki distributes streaming revenue to artists based on proportional play counts within each subscription tier pool. Key terms:

• Revenue share: Artists receive 85% of net revenue attributable to their streams, after payment processing fees.
• Payout threshold: Payouts are issued monthly when the artist's balance reaches $10.00 USD or more.
• Payment method: Payouts are made via bank transfer or other methods listed in your Artist Settings.
• Store sales: Digital download sales are subject to a separate 85/15 revenue share (artist/Ooki).
• Withholding: Ooki may withhold royalties pending investigation of suspected fraud, rights disputes, or DMCA claims.
• Tax: Artists are responsible for their own tax obligations. We will issue applicable tax forms (e.g., 1099) as required by law.

10 Prohibited Conduct

You agree not to engage in any of the following:

• Use automated scripts, bots, or other tools to artificially inflate stream counts, play counts, or follower numbers.
• Attempt to gain unauthorized access to any part of the Platform, other user accounts, or our infrastructure.
• Reverse engineer, decompile, or disassemble any part of the Platform software.
• Interfere with or disrupt the integrity or performance of the Platform.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Use the Platform for any illegal purpose or in violation of any applicable law or regulation.
• Engage in any activity that could damage, disable, overburden, or impair our servers or networks.
• Collect or harvest any personally identifiable information from the Platform without explicit consent.

11 Termination

Either party may terminate the relationship at any time. You may delete your account at any time through Account Settings. We may suspend or terminate your account immediately, without notice, if we determine that you have violated these Terms, engaged in fraudulent activity, or if required by law.

Upon termination: (a) your license to use the Platform ceases immediately; (b) we may delete your account data as described in our Privacy Policy; (c) any outstanding royalties owed to you will be paid in the next regular payout cycle, provided there are no outstanding disputes; (d) Sections 7, 12, 13, 14, and 15 survive termination.

12 Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AVAILABILITY. OOKI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

We do not warrant that: (a) the Platform will meet your requirements; (b) the results obtained from using the Platform will be accurate or reliable; (c) any errors in the Platform will be corrected.

13 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OOKI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM.

OOKI'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO OOKI IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100 USD.

14 Indemnification

You agree to indemnify, defend, and hold harmless SPLURJJ, LLC and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Platform; (b) your violation of these Terms; (c) your violation of any rights of a third party, including intellectual property rights; or (d) your content uploaded to the Platform.

15 Dispute Resolution

Governing Law: These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law provisions.

Informal Resolution: Before filing any formal claim, you agree to contact us at legal@ookimusic.com and attempt to resolve the dispute informally for at least 30 days.

Binding Arbitration: If informal resolution fails, disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA), conducted in the English language. The arbitration shall take place in Delaware, USA, or by video conference.

Class Action Waiver: YOU AGREE THAT ANY CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING AGAINST OOKI.

Exceptions: Either party may bring an individual claim in small claims court. Either party may seek emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

If you are a consumer located in the European Union, these arbitration provisions do not apply to you, and you may bring claims in the courts of your country of residence.