Producer Seller Agreement

This Producer Seller Agreement ("Agreement") is entered into between you ("Producer") and [LEGAL ENTITY NAME — COUNSEL REVIEW REQUIRED]("Loopzo"). By uploading, publishing, or selling content on the Loopzo marketplace, you acknowledge that you have read and agree to this Agreement. This is a draft document and requires [COUNSEL REVIEW].

1. Producer Representations

You represent and warrant that you have the necessary rights to upload, sell, license, and distribute all content you place on Loopzo. You must not upload content you do not have the right to monetize. You are solely responsible for ensuring your content does not infringe the intellectual property rights of any third party.

2. Producer Account

You must maintain an active Loopzo account with an accurate display name and role. You are responsible for all activity under your account and for keeping your account information current.

3. Catalog Ownership

You retain ownership of your content — including beats, sound kits, bundles, cover art, and associated materials — except for the limited permissions necessary for Loopzo to host, display, stream previews, market, process purchases, and deliver purchased products and licenses. This Agreement does not transfer ownership of your content to Loopzo. [CONTENT RIGHTS CLAUSE — COUNSEL REVIEW]

4. Samples and Third-Party Material

You are solely responsible for clearing all samples, loops, and third-party material used in your content. Loopzo is not responsible for verifying that your content is free of infringing samples. You indemnify Loopzo against claims arising from your use of unlicensed third-party material.

5. Beat Uploads

You may upload beats with accurate metadata (title, genre, BPM, key, mood, tags) and set prices for Lease, Premium, and Exclusive licenses. You may add custom additional license terms for each license type. Loopzo generates a license agreement at checkout reflecting your selected license type and any custom terms.

6. Digital Products

You may sell digital products (drum kits, sample packs, MIDI kits, loop packs, preset packs) with accurate descriptions, pricing, cover art, preview clips, and downloadable files. You are responsible for the quality and accuracy of your product files.

7. Beat Bundles

You may create beat bundles that group multiple beats under a single license type at a discounted price. You are responsible for ensuring you have the rights to all beats included in a bundle.

8. Pricing

You set your own prices for beats, products, and bundles within any platform limits. Loopzo does not guarantee that any particular price will result in a sale.

9. Licensing Terms

Beats are offered under Lease, Premium, and Exclusive licenses. Buying a beat does not necessarily mean purchasing copyright ownership — the buyer receives the usage rights defined by the selected license type and any producer-defined additional terms. Producer-defined terms are not overwritten or replaced by Loopzo.

10. Exclusive Sales

When a beat is sold with an Exclusive license, Loopzo marks the beat as sold exclusive and removes it from further sale on the marketplace. The producer agrees not to sell or license that beat to any other party after an exclusive sale, as reflected in the generated license agreement.

11. Custom Projects

You may receive custom beat requests and collaborate with artists through the platform. The terms of custom projects are primarily between you and the requesting artist. Loopzo provides the communication and delivery infrastructure but does not guarantee project outcomes.

12. Commissions

Loopzo charges a commission on each marketplace sale. The commission rate is determined by your subscription plan at the time of sale. Commission is deducted from the gross sale price, and the remaining amount is your net earnings.

13. Subscription Plan Effect on Commission

Your commission rate depends on your active subscription plan. Higher-tier plans may offer lower commission rates. If you upgrade or downgrade your plan, the new commission rate applies to future sales. Commission rates are described on the Pricing page.

14. Order Accounting

Each sale creates an Order record with the gross price, commission rate, platform revenue, and your net earnings (producer payout). These values are calculated at the time of sale and are authoritative. You can view your order history in your dashboard.

15. Refunds

Refunds are processed through Stripe as described in the Refund Policy. Refunded transactions are not eligible for payout. A refund may affect your earnings and order status.

16. Disputes

Payment disputes are handled through Stripe. An open dispute may affect order status and payout eligibility. A lost dispute means the order is not payout-eligible. A won dispute may restore eligibility if all other requirements are met.

17. Payout Eligibility

Your net earnings become eligible for payout only after all requirements in the Payout Policy are met, including the 14-day holding period, the $25 minimum available balance, and a clean (non-refunded, non-disputed) completed Stripe sale.

18. 14-Day Holding Period

Eligible earnings are subject to a 14-day holding period after the sale is finalized before becoming available for payout.

19. $25 Minimum

At least $25 in available balance is required for payout processing. Balances below this threshold remain in your account and continue accumulating.

20. Biweekly Manual Beta Payout Processing

During the controlled beta, payouts are processed manually on a biweekly schedule. Payouts are not instant or automatic. Loopzo does not currently offer Stripe payouts, direct deposit, bank transfers, or automatic payouts.

21. PayPal Payout Email Responsibility

You are responsible for providing an accurate PayPal payout email. Loopzo does not verify ownership of the PayPal account. An incorrect email may result in a failed payout. Changes to your payout email apply to future payout batches — existing pending or historical payout records retain their snapshotted destination.

22. Failed Payouts

A failed payout does not count as paid out. Eligible underlying orders may return to your available balance after release. A failed payout does not erase your earnings.

23. Post-Payout Refund/Dispute Review

If a refund or dispute occurs after a payout has already been completed, the historical payout remains recorded and the transaction may require administrative review. Loopzo does not automatically claw back funds or create negative balances.

24. Net Earnings vs. Paid Out

Net Earnings refers to your share of a sale after commission, recorded at the time of purchase. Paid Out refers to earnings that have been successfully sent to you via a completed payout. Net earnings that have not yet been paid out remain in your account balance and are subject to holding periods, minimums, and the payout schedule. Loopzo does not claim automatic payouts.

25. Tax Obligations

You may have tax obligations related to your earnings on Loopzo. You are responsible for complying with all applicable tax obligations in your jurisdiction. Loopzo may request information or documentation from you in the future where required. Loopzo currently does not collect tax IDs through the beta application. This section does not constitute tax advice. [TAX FORM ISSUANCE — NOT CONFIRMED]

26. Prohibited and Fraudulent Activity

You must not:

• Upload content you do not have the right to sell or license
• Manipulate play counts, reviews, or ratings
• Engage in payment fraud, chargeback abuse, or payout fraud
• Create multiple accounts to circumvent platform limits
• Attempt to transact outside the platform to avoid commissions

27. Content Removal

Loopzo may remove content that violates this Agreement, the Terms of Service, or applicable law, including content that is reported as infringing. See our Copyright & Content Reporting page.

28. Account Suspension

Loopzo may suspend or terminate your producer account if you violate this Agreement, engage in fraudulent activity, or for any other reason we determine in good faith to be necessary to protect the platform or other users.

29. Recordkeeping

Loopzo maintains Order and Payout records for accounting and reconciliation. You are encouraged to keep your own records of sales and payouts for tax and business purposes.

30. Contact

Questions about this Agreement? Contact us at support@loopzo.com.