Velveteen Distribution Agreement

As of July 1st, 2025

Welcome to the Velveteen Distribution Agreement (the "Agreement"), between you and Velveteen (referred to as "us," "we," or "Velveteen"). This Agreement, which includes and incorporates the Velveteen Terms of Service, contains the terms and conditions that govern the distribution services (the "Services") provided by Velveteen to independent music artists and copyright owners.

Velveteen is a brand operated by Velveteen Technologies Inc., a company organized under the laws of British Columbia, Canada ("Velveteen", "we", "us"). References to "Velveteen" in this Agreement are references to Velveteen Technologies Inc. operating as Velveteen.

THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICKING 'I AGREE,' WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, OR CORPORATION. IN SUCH CASES, THE TERM 'YOU' SHALL REFER TO THE ARTIST, BAND, GROUP, OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING 'I AGREE.'

BY ACCEPTING THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU OWN OR HAVE OBTAINED ALL NECESSARY RIGHTS, LICENSES, AND PERMISSIONS TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, MUSICAL COMPOSITIONS, LITERARY WORKS, DRAMATIC WORKS, SPOKEN WORD CONTENT, ARTWORK, AND ANY OTHER MATERIALS THAT YOU ADD TO OUR PLATFORM AND INTEND FOR DISTRIBUTION THROUGH OUR SERVICE, INCLUDING THE RIGHT TO MAKE AND DISTRIBUTE DIGITAL DOWNLOADS EMBODYING THE MUSICAL COMPOSITIONS AND ELECTRONIC TRANSMISSIONS OF SUCH MUSICAL COMPOSITIONS (INCLUDING, WITHOUT LIMITATION, VIA STREAMING SERVICES) AS NECESSARY.

We reserve the right to add, delete, and/or modify any of the terms and conditions contained in this Agreement pursuant to the provisions of Section 10 below. However, no modifications to this Agreement will apply to any dispute between you and Velveteen that arose prior to the date of such modification. In the event of substantive changes to the terms of this Agreement, we will notify you by changing the date at the top of this Agreement and through notice on your account dashboard.

The effective date of this Agreement is the date on which you click the "I agree" button.

Precedence: If there is any conflict between this Agreement and the Velveteen Terms of Service with respect to distribution, accounting, payouts, fraud, or takedowns, this Agreement will control.

1. Grant of Rights

In order for us to provide the Services and distribute your music content, including recordings, compositions, and related materials (collectively referred to as "Your Content"), to various digital platforms and services, our lawyers and the digital platforms require you to grant us the non-exclusive, sub-licensable right and license during the term of this Agreement and throughout the authorized territory to:

Reproduce and distribute Your Content to digital platforms for sale or sublicensing to their customers in any and all applicable digital formats, configurations, technologies, and methods, including permanent downloads, streaming, interactive and non-interactive streaming, cloud services, and other audiovisual services, on capable devices such as personal computers, tablets, and smartphones. This includes the right to synchronize Your Content with visual images as required by the digital platforms for their operation.
Create, reproduce, publicly perform, make available, and authorize digital platforms to reproduce and publicly perform free preview clips of Your Content via streaming format on our platform and associated services.
Authorize third-party partners and licensees of Velveteen, including user generated content (UGC) services, to use, synchronize, and otherwise exploit Your Content only within the scope of the normal functionality of those platforms (for example, inclusion in videos or user-generated content consistent with the platforms' terms and practices). This clause does not grant any third party or platform the right to create derivative works, remixes, or adaptations of Your Content outside of their defined platform functionality.
Display and otherwise use your artist(s) and/or label name, logo, artwork, song and album titles, trademarks, service marks, and trade names, and the names and likenesses of artists, songwriters, producers, and mixers involved in the creation of Your Content, in metadata within the Recordings or otherwise provided by you, on our platform, associated services, digital platforms, and in marketing, advertising, or promotional materials for our Services or the digital platforms. This includes editorial content, classification, and categorization of Your Content within genres.
Collect income from digital platforms resulting from the exploitation of Your Content during the term of this Agreement, and after the termination of the Agreement for the exploitation of Your Content during the term. Digital platforms may have perpetual rights to use Your Content.
Notify digital platforms and other third parties of our rights and relationship per this Agreement, and include your name, logo, and information in any listing of Velveteen licensors.
Publicly perform Your Content on the Velveteen platform and associated services. If you are affiliated with a performing rights society or organization, you agree to notify them of your direct license to publicly perform Your Content on our platform.
Territory: The rights granted in this Agreement are worldwide unless expressly limited by you in your dashboard selections ("Authorized Territory").
Operate content identification, fingerprinting, claiming, monetization, and dispute workflows on Your Content across user-generated content services (including issuing, maintaining, or releasing claims and takedowns) and to appoint third-party technology vendors to do so on our behalf.

2. Term

Plan Types. Your subscription is either (i) a Monthly Plan billed month-to-month, or (ii) an Annual Plan with a twelve (12) month commitment billed on a one-year payment ("Annual").
Monthly Plan (Default). The term for Monthly Plans (the "Term") begins on the Effective Date and automatically renews on a month-to-month basis until cancelled by you or terminated by us in accordance with this Agreement. You may cancel any time from your dashboard; cancellation becomes effective at the end of your then-current billing period.
Annual Plan. If you select an Annual Plan, the Term runs for twelve (12) months from the Effective Date and automatically renews for successive twelve (12) month periods unless you turn off renewal before the end of the then-current annual Term. Early cancellation of an Annual Plan ends future renewals but does not entitle you to a refund of prepaid fees, except where required by law or expressly stated in our refund policy.
Post-Cancellation Handling. When your Term ends (monthly or annual), we will request takedowns from applicable digital platforms within a commercially reasonable period (see Section 10), and we will continue to account and pay any earnings accrued during the Term. End users may retain previously obtained content subject to platform rules.
Our Right to Terminate. We may suspend or terminate the Term for any reason permitted under this Agreement, including infringement, policy violations, Artificial Activity (see Section 3B), non-payment, fraudulent payment activity, abusive behavior, or if our Service is discontinued.
Plan Changes. You may upgrade or downgrade between available plans as offered in your dashboard. Upgrades take effect immediately; downgrades and cancellations take effect at the end of the current billing period unless otherwise stated at the time of change.

3. Service and Content

We will distribute your Recordings to your selected digital platforms on a worldwide basis. However, please note that we cannot guarantee that all platforms will accept all the content.
By choosing a digital platform for distribution of your Recordings, you affirm to Velveteen that you have read, understand, and agree to be bound by all of the terms and conditions of that platform, and that your Recordings and other content will comply fully with those terms and conditions.
Exclusive Delivery During Term: While the license granted to Velveteen is non-exclusive, you agree that Velveteen will be your exclusive delivery agent to digital platforms for the Recordings during the Term. You will not authorize any third party to deliver the same recordings, versions, or materially identical metadata to digital platforms during the Term. If a prior or concurrent delivery exists, you will promptly facilitate conflict resolution and takedown of duplicates at our or the platform's request.

3A. Takedowns & Content Disputes

Notice-and-Takedown: We respond to credible notices of alleged infringement or policy violations by suspending distribution and, where appropriate, issuing takedown requests to digital platforms. We may request supporting documentation from you and withhold related earnings pending resolution.
Counter-Notices: If you believe a takedown is erroneous, you may submit a written counter-notice with sufficient detail for us and/or the platform to evaluate. Platforms may reinstate or continue a takedown at their discretion.
Repeat Infringers & Fraud: We may suspend or terminate accounts we reasonably determine to be repeat infringers or to have engaged in fraud, artificial streaming, or other abuse, and may forfeit or claw back related earnings.

3B. Anti-Fraud, Artificial Activity & Prohibited Promotion

Zero-Tolerance Policy: You agree not to engage in, authorize, encourage, or benefit from any activity that artificially manipulates streams, views, downloads, followers, likes, or playlist placements for Your Content (collectively, "Artificial Activity"). This includes without limitation: bots, click-farms, stream loops, device farms, VPN/proxy manipulation, token or incentive schemes to auto-play content, metadata gaming, pay-for-placement or undisclosed paid playlisting, and any service that "guarantees" streams, playlist adds, or chart positioning.
Prohibited Third-Party Services: By agreeing to this Agreement, you represent and covenant that you will not use, contract with, or otherwise engage any third party that offers "streaming promotion," "playlist pitching," or similar services that violate store/platform policies or rely on Artificial Activity. You must disclose upon request the identity of any person or entity providing marketing, playlist pitching, or advertising services for Your Content, together with the relevant campaign details and spend.
Monitoring & Evidence: We and the digital platforms may monitor traffic patterns, source data, velocity/spike analysis, device/territory anomalies, and other signals to identify Artificial Activity. We may request documents reasonably necessary to evaluate suspected activity, including marketing invoices, campaign briefs, and traffic reports.
Remedies (in addition to any others in this Agreement): We may (a) suspend distribution; (b) issue takedown requests; (c) withhold, cancel, or forfeit earnings we reasonably attribute to Artificial Activity; (d) claw back prior payments related to Artificial Activity via setoff; (e) charge reasonable investigation and third-party fees/costs; (f) terminate your account; and (g) report the matter to applicable platforms and partners.
No Make-Goods; Platform Decisions Control: Digital platform determinations and reversals govern accounting. We are not obligated to replace removed content, reverse platform actions, or pay amounts that platforms withhold, reverse, or debit in connection with Artificial Activity.
Appeal: If you dispute a determination, you may submit a written explanation with supporting documentation within thirty (30) days of notice. We will review in good faith, but platform findings will generally control payouts.
Permitted Marketing: Legitimate advertising (e.g., social ads, influencer posts, radio, press) is permitted if it complies with platform rules and does not involve Artificial Activity. Upon request, you will provide reasonable documentation of such campaigns.

4. Digital Platforms

Velveteen's Service enables you to upload digital files containing audio recordings for distribution to your choice of digital music platforms within our distribution network. The format of the files can be WAV, MP3, AIFF, CDDA, MP4 (m4a), Windows Media (WMA) and FLAC, up to a maximum size of 250 MB.
When uploading each Recording, you must provide us with all necessary metadata (e.g., artist name, album title, each track title, genre), along with any cover art. We may also require that you indicate if the Recording contains explicit content.
After you have uploaded a Recording to our platform for distribution, you can delete it at any time. However, you cannot remove a single track that was included within an album — if you wish to do that, you must delete the entire album and then re-upload the album with the song removed.
Metadata & Identifiers: You are responsible for accurate metadata (including writers, splits, contributors, explicit flags). We may assign or validate ISRCs/UPCs/EANs and correct manifestly erroneous metadata (e.g., misspellings, misclassifications) to meet store requirements.
Platform Policies Control: Availability, pricing, or playlist inclusion of Your Content are determined solely by each digital platform and may change without notice. We are not liable for platform decisions outside our control.

5. Account

Upon signing up for our Service, you will create a username and password which will grant you access to your personal dashboard on our website. You are expected to ensure the security of your username and password as you bear sole responsibility for all content uploads, financial transactions, and any other activities conducted through your account. Velveteen cannot be held accountable for any activities occurring via your account.
During sign-up, you have the opportunity to select the tier of user account that suits your budget and service needs.
The artist name(s) you register will persist for the entire duration of your Agreement with us and cannot be altered. If you wish to elevate your account level during the term to include additional artist names or services, this can be done online. For those who upgrade within the first 12 months as a paid Velveteen member, we will calculate your payment for the enhanced account level and reimburse you a prorated portion of your original account level fee (full reimbursement if upgraded within the initial fourteen (14) days of sign-up). Refunds for duplicate billing or system error will be issued to the original payment method. Any discretionary refunds for unused subscription time will be evaluated in good faith and will not be unreasonably withheld; approved refunds will be prorated based on the remaining prepaid period and processed within 10 business days.
Billing & Renewal. Your subscription fee must be paid with a valid payment method. Monthly Plans auto-renew each month until you cancel. Annual Plans are a twelve (12) month commitment billed as a one-year payment and auto-renew annually unless you turn off renewal before the term ends. We presently accept Visa, MasterCard, and American Express (methods may change). You authorize Velveteen to charge applicable amounts (plus taxes) to your payment method or, at our discretion, to offset amounts payable to you. Fee or billing policy changes that materially affect you will be posted to your dashboard at least 30 days in advance and will apply prospectively.

6. Payment Terms

Royalty Payments: In consideration of the rights and licenses granted hereunder, we will make available to you 95% of the Net Royalties earned from the exploitation of your Content on the Platform. "Net Royalties" means all gross sums actually received by us from digital stores and services for your Content, less only: (a) taxes we are required by law to withhold or pay; (b) payment processor or payout service charges incurred to remit funds to you; and (c) Net Distribution Costs. "Net Distribution Costs" are the actual, third-party costs directly and reasonably incurred to deliver, host, identify/claim, and distribute your Content (including aggregator/distributor, delivery, content ID/UGC, and store ingestion fees) and shall include no markup and no internal overhead.
Transparency: We maintain a Fees & Deductions Schedule in your account dashboard that lists the current categories of Net Distribution Costs and payout/processor charges we may deduct. Your monthly statements will show line-item categories for any such deductions. Material changes to the schedule will be notified at least 30 days in advance and will apply prospectively.
Digital Store Deductions: You acknowledge that digital stores may retain a portion of the income they receive from customers and may deduct or withhold sums from the amounts paid to us (e.g., taxes, administration fees, third-party royalties, wire fees, card processing fees, chargebacks). We rely on the payments and accountings received from digital stores and are not obligated to audit their books and records.
Payment Method: We currently offer PayPal for royalty payouts. You are responsible for maintaining a functional PayPal account and acknowledge that any PayPal payout fees or currency conversion costs are your responsibility. We may add additional payout methods in the future and will list them in the Fees & Deductions Schedule.
Withdrawal of Royalties: Once earned royalties are credited to your account, you may request withdrawal via available payout methods, subject to the Payout Request Cutoff below. Additional fees or charges imposed by the payout provider may apply.
Advance Payments: At our discretion and subject to meeting certain streaming and/or sales metrics, we may offer you the option to receive advance payments of royalties. The terms of any advance will be provided separately.
Tax Withholding and Reporting: We may be required by applicable law to withhold payments to you pending receipt of correctly completed tax forms (e.g., W-9/W-8) or other relevant documents. If withholding is required, we may deduct such amounts from payments due to you.
Disputes and Account Suspension: In the event of any claim, notice, or suspected breach, infringement, or inappropriate conduct related to your Content or use of the Platform, including any Artificial Activity (see Section 3B), we may suspend or terminate distribution and withhold payments reasonably attributable to such issues. We may deduct related attorneys' fees and legal costs from your payments. Amounts attributable to fraud, infringement, or other illegal activity will be forfeited.
Statements & Payout Timing: We post monthly royalty statements after we receive complete reports and funds from applicable digital stores. Payouts are issued on the first (1st) calendar day of each month for requests that meet the eligibility and cutoff below.
Payout Request Cutoff: To be included in a month's payout, you must submit a payout request by 23:59 UTC on the 15th of the preceding month. Requests after that cutoff will be paid on the next monthly cycle.
Payout Eligibility & Fees (USD): Balances under $10.00 are not eligible for payout. For eligible requests ≥ $10.00 and < $100.00, a $5.99 payout fee applies. For eligible requests ≥ $100.00, no payout fee applies. All payouts are made in U.S. Dollars (USD).
Currency & FX: Statements are issued in U.S. Dollars (USD). Where stores pay in other currencies, we convert to USD at the rate applied by our payment processor or bank at the time of conversion. We do not apply any markup to FX rates.
Negative Balances: Any negative balance (e.g., due to chargebacks, store debits, fraud, reporting corrections, or advances) will carry forward and may be offset against future earnings until fully recouped.
Right to Review: No more than once in any twelve (12) month period, you may, upon at least thirty (30) days' written notice, reasonably review the portions of our records that specifically relate to your statements for the prior twelve (12) months. Reviews must occur at our office or electronically during normal business hours and be conducted by you or a qualified CPA you engage. If a net underpayment of five percent (5%) or more is established, we will reimburse reasonable third-party review fees actually incurred, and promptly pay any shortfall; if an overpayment is found, you will promptly refund it. This Right to Review is your sole audit remedy.

7. Your Responsibilities

You are solely responsible for obtaining all necessary rights, licenses, waivers, clearances, and permissions, including music publishing rights and licenses, to distribute, reproduce, display, publicly perform, synchronize with audiovisual works, or otherwise exploit the compositions (including lyrics) throughout the authorized territory for all recordings and other materials. By uploading your recordings and delivering any other materials, you warrant and represent to Velveteen that you have obtained all the necessary rights required for Velveteen and the digital platforms to sell, distribute, publicly perform, promote, and exploit your recordings and materials as contemplated under this Agreement. This includes waiving any moral rights on your behalf and on behalf of all contributors involved in the creation and delivery of your recordings.
You are solely responsible for timely payment of royalties, mechanical royalties, synchronization fees, and any other amounts due to artists, producers, mixers, engineers, licensors, and any other royalty participants from the sales, licensing, performance, and other exploitation of your recordings and materials. You are also responsible for any royalties, mechanical royalties, synchronization fees payable to owners or administrators of copyrighted recordings or musical compositions embodied in your recordings. Furthermore, you are responsible for payments required under union, guild, or other collective bargaining agreements applicable to you or third parties, as well as any other royalties, fees, and sums payable with respect to the recordings or materials. It is your obligation to notify any performance rights organizations (PROs) if your recordings are administered by them in any territory. Please note that Velveteen does not make any such payments on your behalf, and it is recommended to consult with a qualified lawyer for legal advice regarding your obligations to third parties before entering into this Agreement and uploading any recordings to our service.
Sanctions & Export Controls: You represent and warrant that you (and any entity you represent) are not located in, organized in, or ordinarily resident in any country or territory subject to comprehensive U.S., Canadian, U.K., or E.U. sanctions, are not a restricted party under applicable trade or sanctions laws, and will not use the Services in violation of such laws.

8. NO WARRANTIES; LIMITATION OF LIABILITY

THE VELVETEEN WEBSITE AND SERVICES, INCLUDING ANY ADDITIONAL FEATURES, ARE PROVIDED ON AN "AS-IS" BASIS. VELVETEEN MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION REGARDING THE AMOUNT OF INCOME THAT MAY BE EARNED BY OR PAYABLE TO YOU, OR THE CONDITION, QUALITY, CONTINUITY OF OPERATION, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE VELVETEEN WEBSITE OR SERVICES. VELVETEEN DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, OR SECURE ACCESS TO OR USE OF THE WEBSITE OR SERVICES. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER VELVETEEN NOR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOST SALES, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING FROM DIGITAL PLATFORMS' ACTS OR OMISSIONS, YOUR USE OF OR ACCESS TO THE VELVETEEN WEBSITE OR SERVICES, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT VELVETEEN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL VELVETEEN'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL ROYALTIES ACTUALLY PAID BY VELVETEEN TO YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VELVETEEN AND YOU.

9. Indemnification

Indemnification. You agree to indemnify, defend, and hold harmless Velveteen, its affiliates, and their respective owners, directors, officers, employees, representatives, and agents from and against any and all claims, damages, liabilities, costs, losses, and expenses (including but not limited to legal costs and attorneys' fees) arising out of any breach or alleged breach of any warranties, representations, covenants, or agreements made by you in this Agreement, including claims related to public performances or communications to the public of any musical works embodied in Your Content, claims from contributors to any sound recording included within Your Content, claims arising from the use or misuse of intellectual property or proprietary rights in Your Content, and any act, error, or omission committed by you or any person or entity acting on your behalf. You agree to reimburse Velveteen for any payments made by Velveteen at any time with respect to any claims covered by this indemnity.
Indemnification Request. If Velveteen makes an indemnification request under this section, Velveteen may allow you to control the defense, settlement, or disposition of the matter at your own expense, provided that you shall not, without Velveteen's prior written consent, enter into any settlement or agreement that requires any admission of liability by Velveteen or imposes any conditions or obligations on Velveteen. If Velveteen, in its reasonable and good faith judgment, determines that you are not capable of defending the interests of Velveteen against any claims, Velveteen shall have the option to control the defense through its own chosen counsel. The costs of such counsel, as well as any court costs, shall be at your expense.

10. Modification, Termination, and Effect of Termination

Velveteen reserves the right to change, modify, add to, or remove all or part of this Agreement, in our sole discretion, at any time and from time to time. We may communicate these modifications through notice on your account dashboard or via any reasonable manner we may choose in our sole discretion. If there are substantive changes to the terms of this Agreement, we will notify you by changing the date at the top of this Agreement and through notice on your account dashboard. The most recent date of this Agreement will be identified on the first page hereof. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services by sending us a termination notice. Your continued use of the Services after any modification will constitute your binding acceptance of the changes.
Effect of Termination: Upon expiration or termination for any reason, (a) we will cease making Your Content available for new distribution and, within a commercially reasonable period not to exceed thirty (30) days, submit takedown requests to applicable digital platforms; (b) previously purchased, downloaded, cached, or user-generated content incorporating Your Content may continue to be available to end users to the extent permitted by the platforms' standard functionality and policies; (c) we will continue to account to you and pay royalties for amounts received after termination that are attributable to exploitation occurring during the Term or to sales/reporting cycles that straddle termination; (d) any negative balances, chargebacks, or platform debits related to Your Content may be set off against current or future amounts payable to you; and (e) provisions intended to survive (including, without limitation, Indemnification, Disclaimers, Limitation of Liability, Dispute Resolution, and this Effect of Termination) shall remain in full force and effect.

11. Dispute Resolution

Mandatory Arbitration: Please read this carefully. It affects your rights. YOU AND VELVETEEN AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES. Arbitration shall be conducted in accordance with the British Columbia Arbitration Act, with the seat and place of arbitration in Kelowna, British Columbia, Canada, and the language of the arbitration shall be English. Arbitrators may award any relief available at law or in equity, subject to the limitations set out in this Agreement.
Commencing Arbitration: A party who intends to seek arbitration must first send to the other, by certified mail or by email with confirmation of receipt, a written notice of intent to arbitrate (a "Notice"). The Notice to Velveteen should be addressed to: Velveteen Technologies Inc. / ATTN: Legal / 1538 Pinot Gris Drive, West Kelowna, British Columbia, Canada (the "Arbitration Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the "Demand"). If you and Velveteen do not reach an agreement to resolve the claim within 30 days after the Notice is received, either party may commence an arbitration proceeding or file a claim in small claims court (if eligible).
This Agreement is governed by the laws of the Province of British Columbia, without regard to conflict-of-laws principles. Disputes are subject to Section 11 (Dispute Resolution). Notwithstanding the foregoing, either party may (a) bring an individual claim in small claims court of competent jurisdiction in West Kelowna, British Columbia; (b) seek temporary, preliminary, or emergency injunctive relief in a court of competent jurisdiction in West Kelowna, British Columbia to preserve the status quo pending arbitration; and (c) seek judicial recognition or enforcement of an arbitral award in such courts. The parties consent to personal jurisdiction and venue in those courts for the foregoing purposes.

11A. Data, Privacy & Security

Artist Data: We process account and payment data to provide the Services. Our use of personal data is described in our Privacy Policy.
KYC/AML: We may require identity, tax, or other verification information (and may suspend payouts) to comply with law, payment partner requirements, or fraud prevention.
Security: You are responsible for maintaining the confidentiality of your credentials and for activity under your account.

12. Miscellaneous

This Agreement, together with the Privacy Policy applicable to our Site generally, contains the parties' entire understanding and supersedes any prior or contemporaneous correspondence, agreements, or understandings regarding the subject matter herein. We may amend the terms of this Agreement from time to time, in which case we will notify you by changing the date at the top of this Agreement (so please be sure to check back often) and/or via email or by notice to your account dashboard on the Site. You must terminate your account if you do not agree to the revised Agreement; your continued use of the Site or Service will be deemed your acceptance.
A party's waiver of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. If any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms, such determination shall not affect any other provision hereof, and the unenforceable provision shall be limited solely as necessary or replaced by an enforceable provision that most closely meets the commercial intent of the parties.
Velveteen will not be liable for a curable breach of this Agreement unless you provide us with written notice specifying the alleged breach that we confirm receipt of, and we fail to cure such breach within ninety (90) days thereafter.
We may direct all notices and communications to you via the email address or street address associated with your account and/or via your account dashboard on the Site. All notices to Velveteen Technologies Inc. shall be sent to legal@velveteen.ai or to the most recent legal notice address posted in your dashboard.
You may not assign, transfer, or delegate any of your rights or obligations hereunder without our prior written consent, and any purported attempt otherwise will be null and void. We may assign, delegate, pledge, encumber, sublicense, and otherwise transfer this Agreement and/or any or all of our rights and obligations in order to operate the Service and Site. This Agreement will be binding on and inure to the benefit of the parties and their respective assigns and successors in interest.
We reserve the right to modify, discontinue, or terminate the Service at any time and without prior notice. We are under no obligation to provide the Service continuously or at all.
The relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, employee, or representative.
This Agreement shall be construed and enforced exclusively in accordance with the laws of the Province of British Columbia, without regard to its conflict of laws principles. Any action or proceeding brought by either party against the other arising out of or related to this Agreement shall be brought only in a court of competent jurisdiction located in West Kelowna, British Columbia, and the parties irrevocably consent to the in personam jurisdiction and venue of said courts. You agree that service of process by us to you by one of the methods designated above for the giving of notices will be deemed effective as personal service within West Kelowna, British Columbia, and hereby consent to service of process by such methods.
Force Majeure: Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, widespread Internet or cloud service failures, power outages, or platform changes beyond a party's control. Performance will resume as soon as reasonably practicable.