Terms of Service.

Amerge Music Cooperative Co.

Effective Date: July 19, 2026 Last Updated: July 19, 2026

PLEASE READ CAREFULLY. THESE TERMS INCLUDE WALLET AND PUBLIC-LEDGER RISKS (SECTION 6), WARRANTY DISCLAIMERS AND LIABILITY LIMITS (SECTIONS 13 AND 14), AND AN EXCLUSIVE COURT-VENUE PROVISION (SECTION 16). A SEPARATE WORKSHOP CONTRIBUTOR AGREEMENT GOVERNS MUSIC RIGHTS, RECORDING, AND LIKENESS CONSENT FOR AN AMERGE WORKSHOP.

1. Agreement

These Terms of Service ("Terms") are a binding agreement between you and Amerge Music Cooperative Co., a California cooperative corporation ("Amerge," "we," "us"), governing your access to and use of app.amerge.xyz, amerge.xyz, and related applications and features (the "Services").

By creating an account, signing in, or using the Services, you accept these Terms and our Privacy Policy. If you do not accept them, do not use the Services.

2. Eligibility and Accounts

2.1 Age. You must be at least eighteen (18) years old to create an account or participate in a workshop or session. The Services are not available to anyone under 18.

2.2 Accurate information. You must provide accurate, current information, including your legal name where requested, and keep it updated. Ownership and revenue records depend on it.

2.3 Your account. You are responsible for all activity under your account and for keeping your credentials secure. Notify us immediately at hello@amerge.xyz of any unauthorized access. One account per person. You may not share, sell, or transfer your account.

2.4 Authority. If you accept these Terms on behalf of an entity, you represent that you have authority to bind it.

3. Prohibited Conduct

You agree not to:

• Impersonate another person, misstate your identity, or misrepresent your contribution to a work.
• Submit material you do not have the right to submit, including material that infringes copyright, trademark, publicity, privacy, or contract rights.
• Submit undisclosed samples, interpolations, third-party material, generative-AI output, synthetic voice or likeness, or sound-alike material. All such material requires disclosure and prior written approval from Amerge's President.
• Upload malicious code, attempt to breach security, probe or scan the Services, or circumvent access controls.
• Scrape, harvest, or bulk-collect data or other users' personal information.
• Interfere with the Services or use them to violate any law or third-party right.
• Use the Services to harass, threaten, or abuse any person.

We may investigate suspected violations and take action, including removing content, suspending or terminating accounts, and reporting to authorities.

4. What Amerge Does and Does Not Promise

4.1 We do promise to operate the Services in good faith, to record contributions and splits as documented, and to administer rights and revenue in accordance with the applicable signed agreements and our Charter Documents.

4.2 We do not promise that: a work will be released, pitched, licensed, or placed; any work will generate revenue; any particular revenue amount will be earned or distributed; the Services will be uninterrupted or error-free; any digital asset will have value, liquidity, or a resale market; or that you will be admitted as a Maker-Member.

4.3 Not investment, legal, or tax advice. Nothing in the Services is investment, legal, accounting, or tax advice. Revenue participation is a contractual right to share in revenue if and when revenue is received. It is not a guarantee of return or an ownership interest in Amerge.

5. Agreed Split vs. Recorded Split

This distinction matters and you should understand it before participating.

5.1 Agreed split. When Amerge closes a workshop, the Services may display an "agreed split," meaning the finalized allocation calculated for that workshop and shown to participants. Before workshop close, the private roster and any preview are not a finalized split. A confirmed error may be corrected under Section 9 and the applicable contributor or revenue-split agreement.

5.2 Recorded split. After a work is finalized, Amerge may separately record the revenue allocation through Splits on the Base public network. The Services label the work "Ownership recorded" only after Amerge saves the corresponding external record. This is the "recorded split."

5.3 Controlling document. Neither the on-screen display nor the on-chain record is the governing agreement. The signed Revenue Split Agreement for that work, together with the applicable Intellectual Property Rights Assignment Agreement, controls. If the interface or the blockchain record conflicts with the signed agreement, the signed agreement controls, and the parties will use reasonable efforts to correct the record.

5.4 Allocations. Allocations are work-specific and are stated in the applicable contributor or revenue-split agreement. For the 2026 FWB Fest workshop, the Workshop Contributor Agreement reserves 60% for direct contributors, 20% for the participating crowd, and 20% for the Amerge treasury, with each participant pool divided equally and whole units allocated by a deterministic rounding method. No different default allocation is created by these Terms.

5.5 Non-transferability. Any token, digital asset, or ledger entry representing revenue participation is initially non-transferable. It conveys no copyright ownership, no licensing authority, no membership, no voting rights, and no ownership percentage in Amerge.

6. Wallets and Public-Network Risk

6.1 Embedded wallets. We use a third-party provider to create an embedded wallet associated with your account. Your use of that wallet is also subject to the provider's terms.

6.2 Your responsibility. You are responsible for maintaining access to your wallet and any exported keys or recovery material. If you lose access to your wallet or its keys, Amerge may be unable to recover it or any assets in it. Never share your private key or recovery phrase with anyone, including anyone claiming to represent Amerge.

6.3 Accuracy of wallet information. You are responsible for the accuracy of any wallet address you provide or connect. Transactions sent to an incorrect address are generally irreversible and may be unrecoverable.

6.4 Risks you accept. Public transaction networks and their programs carry risks including network failure, congestion, forks, protocol changes, software bugs, exploits, third-party service failures, transaction fees, regulatory change, and permanent public disclosure of transaction data. Digital assets and stablecoins may lose value. Amerge does not control these networks and is not responsible for their operation.

6.5 No custody promise. Amerge does not act as a bank, broker, exchange, custodian, money transmitter, or investment adviser.

6.6 Taxes. You are solely responsible for determining and paying any taxes arising from revenue you receive.

7. Workshops, Sessions, and Contributions

7.1 Participation. Participation in a workshop, session, residency, or camp may require a separate signed agreement, including an Intellectual Property Rights Assignment Agreement, a Revenue Split Agreement, a release, and, where applicable, a Membership Agreement. These Terms do not replace those agreements. Where a signed agreement applies, it controls its subject matter.

7.2 In-app contributor agreement. For workshops that use in-app onboarding rather than a separately executed document, you will be presented with a distinct Workshop Contributor Agreement and Consent that you must affirmatively accept before participating. That agreement, not these Terms alone, is the operative grant of rights for the music created in that workshop.

7.3 Follow session rules. You agree to follow reasonable instructions from Amerge and session leads, applicable venue rules, and Amerge's code of conduct.

7.4 Disclosure. Before contributing, you must disclose any pre-existing material, sample, interpolation, third-party material, generative-AI output, or synthetic voice or likeness, and obtain prior written approval from Amerge's President.

8. Ownership, Licensing, Recording, and Likeness

8.1 Assignment. Music you create, start, materially develop, contribute, record, or incorporate into an official Amerge writing or recording session is assigned to Amerge in accordance with the applicable Intellectual Property Rights Assignment Agreement or Workshop Contributor Agreement, which grants Amerge one hundred percent (100%) of your interest in the sound recording and composition, worldwide, for the full term of copyright and all renewals and extensions, together with the exclusive rights to reproduce, distribute, perform, synchronize, adapt, license, register, administer, and otherwise exploit that music.

8.2 Licensing authority. Amerge has sole authority to license and administer the works in its catalog, including issuing one-stop synchronization licenses. You retain no independent right to license, administer, or exploit your assigned interest, except for the revenue participation described in Section 5.

8.3 Recording, name, and likeness. Recording, name, voice, image, likeness, and performance permissions for a workshop, session, or event are governed by the separate agreement or release presented for that event. Merely browsing the Services does not grant Amerge those event rights.

8.4 Moral rights. To the fullest extent permitted by law, you waive and agree not to assert moral rights, integrity rights, approval rights, or similar rights against Amerge or anyone authorized by Amerge. Where such rights cannot be waived, you consent to the authorized uses.

8.5 Non-music content you post. For any other content you post to the Services, such as profile text or images, you grant Amerge a non-exclusive, worldwide, royalty-free license to host, display, and use it to operate and promote the Services.

8.6 Amerge property. The Services, including software, design, text, graphics, and the Amerge name and marks, are owned by Amerge or its licensors. These Terms grant you a limited, revocable, non-exclusive, non-transferable license to use the Services for their intended purpose.

9. Corrections to Contribution and Wallet Records

If you believe a contribution record, split percentage, credit, or wallet address in the Services is incorrect, notify us at hello@amerge.xyz promptly and in any event within 30 days of the display of the finalized split.

• Before on-chain settlement, we will investigate and correct confirmed errors in our records.
• After on-chain settlement, the blockchain record cannot be altered or removed. Where a confirmed error has occurred, Amerge will use commercially reasonable efforts to remedy it going forward, which may include re-deploying a corrected split, redirecting future distributions, or making an off-chain adjustment among affected participants. Amerge is not liable for amounts already distributed in accordance with the record in effect at the time of distribution, absent our gross negligence or willful misconduct.
• Any correction affecting another participant's allocation requires the written agreement of the affected participants or a determination under the applicable signed agreement.

10. Copyright Complaints

If you believe content on the Services infringes your copyright, email a notice to hello@amerge.xyz including: identification of the work, identification of the material and its location, your contact information, a statement of good-faith belief, a statement under penalty of perjury that the information is accurate and you are authorized to act, and your physical or electronic signature. We will review complete notices and respond as appropriate, including by removing material and terminating repeat infringers where appropriate. Counter-notices may be submitted to the same address. This contact does not represent that Amerge has completed a U.S. Copyright Office designated-agent registration.

11. Third-Party Services

The Services rely on and link to third parties, including authentication and wallet providers, hosting and email providers, blockchain networks, distributors, and marketplaces. We do not control them and are not responsible for their content, availability, security, terms, or acts and omissions.

12. Suspension and Termination

12.1 By you. You may stop using the Services at any time and may request account deletion as described in the Privacy Policy.

12.2 By us. We may suspend or terminate your access, with or without notice, if you breach these Terms or an applicable agreement, if we reasonably believe your conduct creates risk or legal exposure, or if we discontinue the Services.

12.3 Effect. Termination of your account does not terminate, revoke, or reverse any assignment of rights, license, consent, or revenue participation already granted or recorded under a separate signed agreement or accepted Workshop Contributor Agreement. Sections 4, 5, 6, 8, 9, 13, 14, 15, 16, and 17 survive.

13. Disclaimers

THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AMERGE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DATA WILL BE ACCURATE OR PRESERVED, OR THAT ANY BLOCKCHAIN TRANSACTION WILL SUCCEED. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THESE MAY NOT APPLY TO YOU.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMERGE AND ITS DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, SPONSORS, LICENSEES, SUCCESSORS, AND ASSIGNS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST DIGITAL ASSETS, OR LOSS OF GOODWILL, ARISING FROM OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

AMERGE'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) AMOUNTS ACTUALLY PAID BY AMERGE TO YOU UNDER THE APPLICABLE REVENUE SPLIT AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

15. Indemnification

You will indemnify, defend, and hold harmless Amerge and its directors, officers, members, employees, contractors, agents, sponsors, licensees, successors, and assigns from third-party claims, losses, liabilities, damages, judgments, and reasonable attorneys' fees arising from: (i) your breach of these Terms or an applicable agreement; (ii) an allegation that your contribution infringes or violates another person's rights; or (iii) your negligent, reckless, willful, or unlawful conduct. We will give you reasonable notice and may control the defense with counsel of our choice; you may participate at your expense.

16. Governing Law and Disputes

California law governs these Terms, without regard to conflict-of-laws rules.

Any action arising from these Terms must be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to that jurisdiction and venue. Before filing suit, the parties will first attempt in good faith to resolve the dispute through a direct conference, unless immediate injunctive or provisional relief is reasonably necessary. The prevailing party may recover reasonable attorneys' fees and costs where permitted by law.

17. General

17.1 Order of precedence. Where these Terms conflict with a separately signed agreement between you and Amerge, including the Intellectual Property Rights Assignment Agreement, a Revenue Split Agreement, a Workshop Contributor Agreement, or the Disclosure Statement and Maker-Member Agreement, the more specific document controls as to its stated subject matter. Amerge's Charter Documents control membership and governance.

17.2 Changes. We may update these Terms. We will revise the "Last Updated" date and, for material changes, provide notice in the Services or by email before they take effect. Continued use after the effective date means you accept the updated Terms.

17.3 No employment or partnership. Nothing here creates an employment, partnership, joint venture, agency, or fiduciary relationship, or an entitlement to wages or employee benefits. You participate as an independent creative contributor responsible for your own taxes and insurance.

17.4 Assignment. You may not assign these Terms without our written consent. We may assign them subject to our Charter Documents.

17.5 Severability and waiver. If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and the remainder stays effective. A waiver must be in writing and applies only to the stated instance.

17.6 Entire agreement. These Terms and the Privacy Policy are the entire agreement regarding your use of the Services, subject to Section 17.1.

17.7 Contact. hello@amerge.xyz | Amerge Music Cooperative Co.