Back to Marketplace

WHOZBEATS Terms & Conditions

Last Updated: August 21, 2026

These Terms & Conditions ("Terms") govern access to and use of WHOZBEATS, including WHOZBEATS.com and any WHOZFIRE website, application, dashboard, marketplace, checkout, producer portal, artist portal, or other service through which WHOZBEATS is made available (collectively, the "Platform").

WHOZBEATS is a curated marketplace operated as part of the WHOZFIRE ecosystem that connects approved music producers ("Producers") with artists, buyers, and other authorized users ("Buyers") seeking to acquire exclusive rights to beats and instrumentals.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING WHOZBEATS.

By creating an account, applying as a Producer, uploading a Beat, submitting an Offer, purchasing a Beat, purchasing a Raffle entry, accepting a transaction, or otherwise using WHOZBEATS, you acknowledge that you have read, understood, and agree to these Terms.

If you do not agree, do not use WHOZBEATS.

1. WHOZBEATS

WHOZBEATS is a curated marketplace for music production.

WHOZBEATS may:

  • review and approve Producers;
  • review Beats before publication;
  • host and display Beats;
  • provide audio previews;
  • facilitate transactions;
  • facilitate Offers between Buyers and Producers;
  • operate Raffles for exclusive Beats;
  • process or facilitate payments;
  • facilitate delivery of purchased Beat files;
  • maintain transaction records;
  • provide Producer and Buyer accounts;
  • promote Beats through WHOZFIRE and WHOZBEATS;
  • showcase Beats during livestreams;
  • provide marketplace security and fraud prevention; and
  • provide other related services.

Unless expressly stated otherwise, WHOZBEATS does not create, own, write, produce, or control Beats uploaded by independent Producers.

2. Curated Marketplace

WHOZBEATS is not an unrestricted upload marketplace.

Producers must be approved before selling through WHOZBEATS, and WHOZBEATS may review Beats before making them publicly available.

Approval of a Producer or Beat does not constitute a guarantee by WHOZBEATS regarding:

  • commercial success;
  • musical quality;
  • legal ownership;
  • copyright validity;
  • sample clearance;
  • suitability for a particular project;
  • future earnings; or
  • any representation made by a Producer.

WHOZBEATS may approve, reject, remove, suspend, or request additional information concerning any Producer or Beat in accordance with these Terms.

3. Account Requirements

Certain WHOZBEATS functionality requires an account.

Users agree to provide accurate, current, and complete information.

Users are responsible for protecting:

  • passwords;
  • authentication codes;
  • account credentials; and
  • access to devices used to access WHOZBEATS.

Users may not create accounts using false identities or impersonate another person or entity.

WHOZBEATS may require email, telephone, identity, payment, or other verification.

Users must notify WHOZBEATS promptly if they believe their account has been compromised.

4. Age and Legal Capacity

Users entering into Beat transactions must be at least eighteen (18) years old and possess the legal capacity to enter into a binding agreement, unless WHOZBEATS expressly provides another legally compliant process.

Users accessing WHOZBEATS from outside the United States are responsible for determining whether their use of the Platform is lawful in their jurisdiction.

WHOZBEATS may restrict access from jurisdictions where its services or particular transaction types are prohibited or materially restricted.

5. Producer Approval

Only Producers approved by WHOZBEATS may list Beats for sale.

WHOZBEATS may consider information including:

  • music samples;
  • production quality;
  • identity;
  • social-media presence;
  • professional history;
  • ownership representations;
  • marketplace conduct; and
  • other information relevant to marketplace quality and security.

Approval is discretionary and may be revoked.

Being approved as a WHOZBEATS Producer does not create an employment, partnership, agency, franchise, fiduciary, or joint-venture relationship with WHOZFIRE or WHOZBEATS.

Producers operate as independent marketplace participants.

6. CertiFIRE Status

WHOZBEATS may designate certain Producers as CertiFIRE or provide another verification designation.

A CertiFIRE badge indicates that WHOZBEATS has performed the verification or review associated with that designation at the relevant time.

It does not constitute a guarantee that:

  • every representation made by the Producer is accurate;
  • every Beat is free from third-party claims;
  • a Beat will be commercially successful;
  • the Producer will satisfy every Buyer expectation; or
  • WHOZBEATS assumes the Producer's contractual obligations.

WHOZBEATS may grant, modify, suspend, or revoke verification status.

7. Exclusive Beats

WHOZBEATS is designed primarily for the sale of exclusive Beats.

Unless expressly identified otherwise by WHOZBEATS, Beats listed for purchase are offered on an exclusive basis rather than as non-exclusive leases.

Once an exclusive transaction has been completed and the applicable rights have transferred, the Producer may no longer sell or license that same Beat to another party in a manner inconsistent with the exclusive rights granted to the Buyer.

8. Producer Ownership Representations

By submitting a Beat to WHOZBEATS, the Producer represents and warrants that the Producer:

  • owns the Beat or possesses sufficient legal authority to offer the rights being sold;
  • possesses the necessary rights to the underlying musical composition and sound recording to complete the transaction;
  • has accurately disclosed material co-writers, co-producers, collaborators, samples, loops, interpolations, or third-party material where required;
  • has obtained necessary permissions or licenses for third-party material where legally required;
  • is not subject to another agreement preventing the Beat from being offered through WHOZBEATS;
  • has not previously transferred exclusive rights that conflict with the listing;
  • will not knowingly provide materially false rights information; and
  • has authority to enter into the applicable Beat transaction.

WHOZBEATS may request documentation supporting these representations.

9. Samples, Loops and Third-Party Material

Producers are responsible for properly disclosing samples, loops, interpolations, collaborations, and other third-party material incorporated into a Beat where such disclosure is required by WHOZBEATS.

The presence of commercially available royalty-free loops or samples does not necessarily make a Beat ineligible, provided their use complies with applicable licensing terms.

However, Producers may not knowingly represent material as entirely original when material third-party rights or restrictions exist.

WHOZBEATS may reject or remove Beats when rights information is incomplete, inaccurate, or presents unacceptable marketplace risk.

10. Required Beat Package

WHOZBEATS may require a Producer to provide some or all of the following before a Beat can be approved or delivered:

  • WAV file;
  • MP3 file;
  • track stems;
  • ZIP archive;
  • artwork;
  • BPM;
  • key;
  • genre information;
  • producer information;
  • ownership information;
  • sample/loop disclosures;
  • license or sale agreement; and
  • other information reasonably necessary to complete the transaction.

Failure to provide required materials may prevent publication, delay payment, or result in removal.

11. Three Ways to Acquire a Beat

WHOZBEATS may provide three methods of acquiring exclusive Beats:

A. Buy Now

A Buyer purchases the Beat at the displayed exclusive price.

B. Offer

A Buyer submits a proposed purchase price to the Producer. The Producer may accept, reject, allow the Offer to expire, or respond as permitted by the Platform.

C. Raffle

Multiple eligible Buyers purchase entries toward an opportunity to receive the exclusive Beat, subject to the applicable Raffle rules.

Each method operates differently and may have additional transaction-specific rules displayed before payment.

12. Buy Now

When a Buyer completes a valid Buy Now transaction, the Beat becomes unavailable for additional conflicting exclusive transactions.

WHOZBEATS may temporarily mark or lock the Beat while payment and transaction completion are being verified.

A transaction is not final merely because a user clicks a purchase button.

WHOZBEATS may require:

  • successful payment authorization;
  • payment confirmation;
  • fraud screening;
  • verification;
  • acceptance of applicable license terms; and
  • completion of other required transaction steps.

Once the transaction is completed, the Buyer receives the rights described in the applicable Beat agreement.

13. Offers

A Buyer may be permitted to submit an Offer below or otherwise different from the displayed asking price.

Submitting an Offer does not guarantee acceptance.

Unless expressly stated otherwise:

  • Producers may accept or reject Offers;
  • Producers are not obligated to negotiate;
  • Offers may expire;
  • Buyers may be required to maintain a valid payment method;
  • WHOZBEATS may impose minimum Offer amounts;
  • WHOZBEATS may limit repeated or abusive Offers; and
  • a Beat may remain available to other Buyers until an Offer has been accepted and the resulting transaction completed.

An accepted Offer may create an obligation to complete the transaction subject to the checkout terms presented to the Buyer.

14. Raffles

WHOZBEATS may allow Beats to be offered through a Raffle.

A Raffle may contain a predetermined number of available entries or slots.

For example, a Beat may have ten (10) available entries.

The Beat listing may display progress such as:

6/10 Entries Filled

Each valid entry gives the purchaser the opportunity specified on the applicable Beat page to be selected to receive the exclusive Beat.

Purchasing more than one entry, where permitted, may affect the participant's chances according to the Raffle rules displayed before purchase.

15. Raffle Entry Price and Capacity

Before purchase, WHOZBEATS will display material Raffle information such as:

  • entry price;
  • total number of available entries;
  • number of entries remaining or sold;
  • applicable purchase limits;
  • Beat involved; and
  • other material conditions.

Raffle configurations may differ between Beats.

WHOZBEATS may establish permitted entry prices and capacity options.

16. Raffle Completion

A Raffle does not necessarily resolve immediately after a participant purchases an entry.

Unless the applicable listing states otherwise, the Raffle must satisfy its stated completion requirements before a winner can be selected.

Once the applicable Raffle is properly filled and eligible to resolve, WHOZBEATS may lock additional entries and initiate the selection process.

17. Raffle Winner Selection

Raffle winner selection will be performed through the method identified by WHOZBEATS for the applicable Raffle.

WHOZBEATS may resolve Raffles during a WHOZFIRE livestream or through an approved automated selection system.

WHOZBEATS may maintain records concerning:

  • eligible entries;
  • entry identifiers;
  • transaction status;
  • Raffle state;
  • winner selection;
  • timestamps; and
  • other audit information.

Only valid, paid, non-refunded, non-fraudulent eligible entries may participate in the final selection.

18. Important Raffle Legal Notice

Raffles, lotteries, sweepstakes, and similar chance-based promotions are subject to significant federal and state legal requirements.

WHOZBEATS WILL OFFER A RAFFLE FEATURE ONLY WHERE AND IN A FORM DETERMINED BY WHOZBEATS TO BE LEGALLY PERMITTED.

WHOZBEATS may:

  • restrict Raffles geographically;
  • modify eligibility;
  • provide an alternative method of entry where required;
  • convert or restructure a Raffle;
  • suspend the feature;
  • cancel a Raffle; or
  • refund affected transactions

when reasonably necessary for legal or regulatory compliance.

The availability of Raffles in one jurisdiction does not mean they are available in every jurisdiction.

19. Unfilled Raffles

A Raffle may remain open while entries remain available.

WHOZBEATS may establish a maximum Raffle duration.

If a Raffle does not fill or otherwise satisfy its completion requirements within the applicable period, WHOZBEATS may:

  • extend the Raffle where legally permitted;
  • promote remaining entries;
  • feature the Beat during a livestream;
  • cancel the Raffle; or
  • take another action disclosed by the applicable Raffle rules.

If WHOZBEATS cancels a Raffle without selecting a winner, valid paid entries will be refunded or otherwise handled as required by applicable law and the transaction terms.

20. Raffle Funds

WHOZBEATS may hold, reserve, delay distribution of, or otherwise prevent Producer payout of Raffle proceeds until the applicable Raffle has been successfully completed and any required transaction verification has occurred.

THE PRODUCER IS NOT ENTITLED TO FINAL PAYOUT OF RAFFLE PROCEEDS MERELY BECAUSE ONE OR MORE ENTRIES HAVE BEEN PURCHASED.

This protects Buyers and WHOZBEATS in the event a Raffle is cancelled, refunded, disputed, or unable to resolve.

21. Payments

Payments may be processed by Stripe or another third-party payment provider selected by WHOZBEATS.

Payment transactions may be subject to:

  • authorization;
  • identity verification;
  • fraud screening;
  • payment-provider rules;
  • chargeback procedures; and
  • applicable financial regulations.

WHOZBEATS does not necessarily store complete payment-card information.

22. WHOZBEATS Marketplace Commission

WHOZBEATS may charge Producers a marketplace commission on completed transactions.

The applicable commission will be disclosed in the Producer Agreement, onboarding materials, dashboard, or other applicable terms.

Unless otherwise expressly agreed in writing, the standard WHOZBEATS marketplace commission is twenty-five percent (25%) of the gross Beat sale price, with the remaining amount payable to the Producer subject to payment-processing adjustments, refunds, chargebacks, taxes, legally required withholding, and other authorized deductions.

WHOZBEATS may change its commission for future transactions upon appropriate notice.

23. Producer Payouts

Producer payouts may be delayed until WHOZBEATS confirms that:

  • payment was successfully received;
  • the transaction passed applicable fraud checks;
  • required files were delivered;
  • the Buyer received the applicable Beat package;
  • no immediate material transaction problem exists; and
  • any other applicable payout conditions have been satisfied.

WHOZBEATS may use Stripe Connect or another payment system to facilitate Producer payouts.

Displayed estimated payout dates are not guarantees of banking settlement times.

24. Delivery

After a completed exclusive purchase, the Buyer will receive access to the files and materials included with the Beat.

WHOZBEATS may record delivery events for transaction verification.

Producers must provide complete and functional files.

Intentionally providing corrupted, incorrect, incomplete, substituted, or materially different files may constitute a serious violation of these Terms.

25. Delivery Verification

WHOZBEATS may use system records to determine whether files were made available, accessed, downloaded, or otherwise delivered.

Where necessary, WHOZBEATS may contact the Buyer or Producer to resolve a delivery issue.

A Buyer's failure to download properly delivered files does not automatically mean delivery failed.

26. Exclusive Rights and Beat Agreement

The exact rights acquired by a Buyer are governed by the Beat purchase agreement or license presented for the transaction.

Unless expressly stated otherwise, purchasing an exclusive Beat does not automatically transfer every copyright interest associated with the underlying composition.

Rights involving:

  • master ownership;
  • publishing;
  • songwriting;
  • producer credit;
  • royalties;
  • mechanical rights;
  • performance rights;
  • synchronization;
  • Content ID;
  • neighboring rights; and
  • other intellectual-property interests

must be determined by the applicable Beat agreement.

THE WORD "EXCLUSIVE" DOES NOT BY ITSELF OVERRIDE THE WRITTEN RIGHTS AGREEMENT ASSOCIATED WITH THE TRANSACTION.

27. Producer Credit

Where the applicable Beat agreement requires Producer credit, the Buyer agrees to provide commercially reasonable credit in the form specified by that agreement.

Credit requirements survive the marketplace transaction where provided in the applicable Beat agreement.

28. Previous Use of Beats

Producers must disclose any prior exploitation of a Beat that would materially affect the exclusive rights being offered.

If a Beat has previously been:

  • sold;
  • exclusively licensed;
  • materially distributed;
  • registered in a conflicting manner;
  • commercially released; or
  • otherwise encumbered,

the Producer must disclose that fact where relevant to the transaction.

A Producer may not knowingly sell conflicting exclusive rights.

29. Removal After Exclusive Sale

Once an exclusive Beat transaction is finalized, WHOZBEATS may:

  • mark the Beat SOLD;
  • disable Buy Now;
  • disable Offers;
  • disable new Raffle entries;
  • remove the Beat from active marketplace inventory; and
  • preserve an archival transaction record.

The Producer may not relist the same Beat in violation of the Buyer's acquired rights.

30. Refunds

Because WHOZBEATS facilitates transactions involving digital music files and exclusive rights, completed sales are generally final and non-refundable except where required by law or expressly provided by these Terms.

Potential exceptions may include:

  • duplicate charges;
  • cancelled Raffles;
  • inability to deliver required files;
  • confirmed unauthorized transactions;
  • materially fraudulent listings;
  • a Producer's inability to convey the represented rights; or
  • another circumstance in which WHOZBEATS determines a refund is legally or commercially appropriate.

A Buyer changing their mind after completing a valid transaction does not ordinarily create a right to a refund.

31. Chargebacks

Users agree not to initiate fraudulent or abusive payment disputes.

WHOZBEATS may investigate chargebacks and provide transaction records to payment processors or financial institutions.

If a transaction is reversed or charged back, WHOZBEATS may:

  • suspend the relevant account;
  • freeze an associated payout;
  • recover amounts where legally permitted;
  • reverse marketplace credits;
  • cancel incomplete rights transfers where legally permissible;
  • preserve evidence; and
  • restrict future transactions.

Nothing in this section prevents a consumer from exercising legitimate rights provided by law or their financial institution.

32. Transaction Records

WHOZBEATS may maintain records concerning transactions, including:

  • Buyer;
  • Producer;
  • Beat;
  • price;
  • Offer;
  • Raffle entry;
  • payment status;
  • transaction ID;
  • delivery status;
  • rights agreement version;
  • timestamps;
  • account information;
  • security events; and
  • other information reasonably necessary to administer the marketplace.

WHOZBEATS's verified system records will control over screenshots, cached pages, temporary displays, or unsupported user claims when determining Platform transaction history, subject to applicable law.

33. Marketplace Security

WHOZBEATS may employ security and fraud-prevention controls to protect Buyers, Producers, payments, files, and marketplace integrity.

Prohibited conduct includes:

  • stolen payment methods;
  • fraudulent chargebacks;
  • account takeover;
  • identity fraud;
  • multiple accounts used to circumvent restrictions;
  • automated purchasing;
  • bots;
  • scraping prohibited portions of the Platform;
  • manipulation of Raffle entries;
  • tampering with winner selection;
  • unauthorized API access;
  • exploitation of software vulnerabilities;
  • attempts to alter transaction records;
  • attempts to access another user's files;
  • malicious code;
  • payment manipulation; and
  • other fraudulent or unauthorized activity.

34. Security Investigations

WHOZBEATS may temporarily hold transactions, delay payouts, restrict accounts, or request additional verification when activity presents a reasonable fraud, security, rights, or compliance concern.

WHOZBEATS is not required to disclose internal fraud rules, detection thresholds, security algorithms, or information that would reasonably enable circumvention.

35. Content Review

WHOZBEATS may review Beat submissions for marketplace quality, technical requirements, policy compliance, and obvious rights concerns.

WHOZBEATS REVIEW DOES NOT CONSTITUTE LEGAL CLEARANCE OF A BEAT.

The Producer remains responsible for copyright ownership, sample clearance, collaborator permissions, and legal authority to sell the Beat.

36. Copyright Complaints

WHOZBEATS respects intellectual-property rights.

Rights holders may submit copyright or other intellectual-property complaints through WHOZBEATS's designated support process.

WHOZBEATS may temporarily remove disputed material while investigating a credible claim.

Repeat or serious infringement may result in Producer suspension or permanent removal.

Nothing in WHOZBEATS approval prevents a legitimate rights holder from asserting lawful intellectual-property rights.

37. Prohibited Content

WHOZBEATS may reject or remove content that:

  • infringes intellectual-property rights;
  • contains malware;
  • is fraudulent;
  • impersonates another Producer;
  • contains unlawful material;
  • violates applicable law;
  • intentionally misrepresents ownership;
  • materially threatens Platform security; or
  • otherwise violates WHOZBEATS policies.

38. Marketplace Promotion

By listing a Beat, Producers authorize WHOZBEATS and WHOZFIRE to use reasonable portions of the Beat, Beat artwork, Producer name, approved profile imagery, and related listing information to operate and promote the marketplace and the applicable Beat.

This may include:

  • marketplace previews;
  • social-media posts;
  • WHOZFIRE livestreams;
  • WHOZBEATS livestreams;
  • promotional clips;
  • marketplace advertisements;
  • Beat showcases;
  • email promotions; and
  • other marketplace-related promotion.

This permission does not transfer ownership of the Beat to WHOZBEATS.

39. Livestream Beat Sales

WHOZBEATS may feature Beats during WHOZFIRE or WHOZBEATS livestreams.

A livestream host may discuss a Beat, Producer, price, Offer status, Raffle status, or remaining availability.

Statements made during a livestream do not modify the applicable written transaction terms unless WHOZBEATS expressly confirms the modification through the Platform.

The Platform's verified transaction records determine whether a Beat or Raffle entry was successfully purchased.

40. Communication Between Buyers and Producers

WHOZBEATS may provide communication or connection features between Buyers and Producers.

Users may not use such features to:

  • harass;
  • threaten;
  • defraud;
  • spam;
  • distribute malware;
  • circumvent completed marketplace obligations; or
  • engage in unlawful activity.

WHOZBEATS may monitor or retain communications to the extent disclosed in its Privacy Policy and permitted by law.

41. Circumvention of the Marketplace

Producers may not use WHOZBEATS solely to identify Buyers and then deliberately circumvent WHOZBEATS to avoid an applicable marketplace commission on a transaction initiated through WHOZBEATS.

WHOZBEATS may suspend or terminate accounts engaged in intentional fee circumvention.

Any specific post-introduction restriction or commission-survival period applicable to Producers should be stated in the Producer Agreement.

42. Taxes

Users are responsible for taxes applicable to their transactions except taxes WHOZBEATS is legally required to calculate, collect, withhold, report, or remit.

WHOZBEATS or its payment provider may request tax information from Producers before issuing payouts.

43. Independent Producers

Producers are independent sellers and are not employees of WHOZBEATS or WHOZFIRE.

Nothing in these Terms creates an employment, agency, partnership, fiduciary, franchise, or joint-venture relationship.

Producers have no authority to make representations or contractual commitments on behalf of WHOZBEATS or WHOZFIRE.

44. Platform Availability

WHOZBEATS is provided on an "as is" and "as available" basis to the maximum extent permitted by law.

WHOZBEATS does not guarantee uninterrupted availability.

Service may be affected by:

  • maintenance;
  • Internet failures;
  • cloud infrastructure;
  • payment processors;
  • banking networks;
  • storage providers;
  • content-delivery networks;
  • cybersecurity incidents;
  • third-party outages; or
  • circumstances outside WHOZBEATS's reasonable control.

WHOZBEATS may use verified transaction and audit records to reconstruct marketplace state following a technical failure.

45. Display Errors

An obvious website, pricing, availability, Raffle-count, Offer-status, transaction, or technical display error does not create an entitlement to a Beat, payout, refund, or transaction on erroneous terms where such entitlement would be inconsistent with the actual verified transaction.

WHOZBEATS may correct obvious errors in good faith.

46. Suspension and Termination

WHOZBEATS may suspend, restrict, or terminate an account for material violations including:

  • fraud;
  • rights violations;
  • repeated chargeback abuse;
  • sale of Beats without authority;
  • marketplace manipulation;
  • security attacks;
  • deliberate Raffle manipulation;
  • harassment;
  • impersonation;
  • intentional commission circumvention; or
  • material violation of these Terms.

Suspension does not eliminate obligations arising from transactions completed before suspension.

47. User Content

Except for rights expressly granted to WHOZBEATS, users retain ownership of content they upload.

Users grant WHOZBEATS a non-exclusive, royalty-free license to host, store, reproduce, display, stream, transmit, format, and otherwise use uploaded content as reasonably necessary to operate, secure, administer, and promote WHOZBEATS.

This license does not authorize WHOZBEATS to independently sell ownership of a Producer's Beat outside the marketplace transaction authorized by the Producer.

48. Third-Party Services

WHOZBEATS may integrate services provided by third parties, including payment processors, hosting providers, analytics providers, authentication providers, communication services, and content-delivery services.

WHOZBEATS is not responsible for third-party services beyond the extent required by applicable law.

Use of certain third-party functionality may additionally be governed by that provider's terms.

49. Privacy

WHOZBEATS's collection and use of personal information is governed by WHOZFIRE/WHOZBEATS's applicable Privacy Policy.

Information may be processed for purposes including:

  • accounts;
  • payments;
  • Producer onboarding;
  • Buyer transactions;
  • file delivery;
  • security;
  • fraud prevention;
  • customer service;
  • analytics;
  • legal compliance; and
  • marketplace administration.

50. No Guarantee of Results

WHOZBEATS does not guarantee that:

  • a Producer will sell Beats;
  • a Raffle will fill;
  • a Buyer will commercially succeed using a Beat;
  • a song will generate revenue;
  • a Beat will result in a recording deal;
  • an Artist will receive streams or followers;
  • a Producer will receive future placements; or
  • marketplace exposure will produce a particular outcome.

51. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHOZBEATS AND RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

WHOZBEATS DISCLAIMS WARRANTIES NOT EXPRESSLY PROVIDED IN THESE TERMS OR REQUIRED BY LAW.

WHOZBEATS DOES NOT WARRANT THAT EVERY USER, PRODUCER, BEAT, TRANSACTION, THIRD-PARTY SERVICE, OR PIECE OF INFORMATION WILL BE ERROR-FREE OR FREE FROM ALL THIRD-PARTY CLAIMS.

52. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHOZBEATS, WHOZFIRE, AND THEIR OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, SERVICE PROVIDERS, AND AGENTS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO USE OF WHOZBEATS.

Nothing in these Terms excludes liability that cannot lawfully be excluded.

53. Indemnification

To the maximum extent permitted by law, users agree to defend, indemnify, and hold harmless WHOZBEATS, WHOZFIRE, and their affiliates, owners, officers, employees, contractors, and agents from third-party claims, liabilities, losses, damages, and reasonable attorneys' fees arising from:

  • content uploaded by the user;
  • intellectual-property infringement;
  • false ownership representations;
  • unauthorized samples or collaborations;
  • fraudulent transactions;
  • unlawful activity;
  • misuse of the Platform; or
  • material violation of these Terms.

For Producers, this obligation specifically includes third-party claims arising from a Producer's lack of authority to sell or license a Beat.

54. Disputes Between Buyers and Producers

WHOZBEATS may attempt to facilitate resolution of marketplace disputes but is not required to act as legal counsel or adjudicate ownership disputes between private parties.

WHOZBEATS may:

  • request evidence;
  • freeze a payout;
  • temporarily restrict a Beat;
  • preserve transaction records;
  • issue a refund where appropriate;
  • enforce Platform policies; or
  • require the parties to resolve an underlying legal dispute independently.

WHOZBEATS's marketplace decision does not determine copyright ownership as a matter of law.

55. Changes to WHOZBEATS

WHOZBEATS may add, remove, modify, suspend, or discontinue Platform features.

This includes changes to:

  • Buy Now;
  • Offers;
  • Raffles;
  • Producer requirements;
  • marketplace commissions;
  • payment methods;
  • verification;
  • delivery systems; and
  • marketplace functionality.

Changes affecting future transactions may take effect after reasonable notice where appropriate.

Completed transactions remain governed by the applicable terms and rights agreement in effect for that transaction.

56. Changes to These Terms

WHOZBEATS may update these Terms prospectively.

The current version will display its effective or "Last Updated" date.

Material changes will be communicated as required by applicable law.

57. Governing Law

Except where applicable law requires otherwise, these Terms will be governed by the laws of the State of New Jersey and applicable federal law, without regard to conflict-of-law principles.

Mandatory consumer rights under applicable law remain unaffected.

The final legal entity, venue, arbitration provision, and any class-action waiver should be inserted only after review by licensed U.S. counsel.

58. Severability

If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions will remain effective.

59. No Waiver

WHOZBEATS's failure to enforce a provision on one occasion does not waive its right to enforce that provision later.

60. Entire Agreement

These Terms, together with applicable:

  • Producer Agreements;
  • Beat purchase/license agreements;
  • Privacy Policy;
  • Cookie Policy;
  • checkout terms;
  • Raffle-specific rules; and
  • other expressly incorporated WHOZBEATS policies

constitute the applicable agreement concerning use of WHOZBEATS.

For a specific Beat transaction, the Beat purchase/license agreement controls concerning the exact intellectual-property rights conveyed.

61. Contact

Questions regarding WHOZBEATS transactions, rights, payments, Raffles, accounts, or these Terms should be submitted through the official WHOZBEATS support channel displayed on WHOZBEATS.com.

Users should not rely on unofficial social-media comments or statements by other users as interpretations of WHOZBEATS policy.

Important Buyer Notice

WHOZBEATS FACILITATES EXCLUSIVE BEAT TRANSACTIONS. BEFORE PURCHASING, REVIEW THE RIGHTS AGREEMENT ASSOCIATED WITH THE BEAT. "EXCLUSIVE" DOES NOT AUTOMATICALLY MEAN THAT EVERY COPYRIGHT, PUBLISHING, SONGWRITING, OR ROYALTY INTEREST IS TRANSFERRED. THE WRITTEN BEAT AGREEMENT CONTROLS.

Important Producer Notice

BY LISTING A BEAT, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO OFFER THE RIGHTS DESCRIBED IN THE LISTING AND APPLICABLE BEAT AGREEMENT. YOU MAY NOT SELL CONFLICTING EXCLUSIVE RIGHTS TO THE SAME BEAT.

Important Raffle Notice

PURCHASING A RAFFLE ENTRY DOES NOT GUARANTEE THAT YOU WILL RECEIVE THE BEAT. ONLY THE VALIDLY SELECTED WINNER RECEIVES THE EXCLUSIVE BEAT, SUBJECT TO THE APPLICABLE RAFFLE RULES AND RIGHTS AGREEMENT.

IF A RAFFLE IS CANCELLED WITHOUT A WINNER, VALID PAID ENTRIES WILL BE HANDLED IN ACCORDANCE WITH THE APPLICABLE RAFFLE RULES, THESE TERMS, AND APPLICABLE LAW.

Acceptance

By creating an account, applying as a Producer, listing a Beat, submitting or accepting an Offer, purchasing a Beat, purchasing a Raffle entry, receiving a payout, or otherwise using WHOZBEATS after being presented with these Terms, you acknowledge that you have read, understood, and agree to be bound by them.