SoundGTM
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Terms & Conditions

Terms of Service

Introduction

SoundGTM, Inc. provides a B2B platform enabling companies to manage and compensate Referral Partners for fulfilling offers like lead generation and signups, plus connect with SoundGTM Communities.

These Terms apply to website visitors, Companies, Partners, and Communities. The agreement includes the main Terms of Service, Addendum 1 (Referral Partner Terms), and the Privacy Policy.

Agreement

Use of the Services constitutes acceptance of all terms. Users must be at least 16 years old. If accepting on behalf of an organization, you warrant full authority to do so.

The agreement becomes effective upon first access to the website or platform, depending on your user type.

Fees

SoundGTM may increase fees with notice. You're responsible for all applicable taxes. Payment is processed through Stripe, Inc. You authorize SoundGTM to process payments using information you provide and agree not to file chargebacks—instead use the outlined dispute resolution procedures.

Regarding payment errors, written notice must be submitted within 30 days. Uncontested payments become final. SoundGTM is not liable for fraudulent chargebacks or third-party payment processor errors.

Account

Creating an account grants you rights to use Services subject to restrictions. Registration requires accurate personal information including name, email, and phone number. You warrant being over 16 and agree to promptly update any changes.

You're solely responsible for maintaining account confidentiality and all activities under your account. Unauthorized use must be reported immediately. SoundGTM is not liable for account theft or unauthorized access.

Personal Information

SoundGTM protects personal information and implements security measures, though "we cannot guarantee that unauthorized third parties will never be able to thwart those measures." You provide information at your own risk.

Third-Party Account Links

You may link accounts with services like Google. You represent owning and being entitled to disclose login information. SoundGTM may access and store content from linked accounts to make it available through the Services.

You can disable these connections anytime. Your relationship with third-party services is governed solely by your agreements with them—SoundGTM makes no effort to review third-party content for accuracy or legality.

Prohibited Uses

You cannot use the Services to:

  • Build competitive services using the content
  • Violate any applicable law or regulation
  • Disable, overburden, or damage the site or interfere with others' use
  • Use automated processes to access or copy material without permission
  • Introduce malicious code or attempt unauthorized access
  • Attack the Services via denial-of-service attacks
  • Otherwise interfere with proper functioning

Termination

SoundGTM may terminate your account for violating these terms, posing credit or fraud risk, providing false information, or for any reason without notice. Upon termination, you must stop using Services, licenses end, and SoundGTM may delete your data.

You remain bound by the agreement and responsible for pre-termination fees. SoundGTM is not liable for compensation related to termination.

Links

SoundGTM has no responsibility for third-party website content, privacy policies, or practices. You expressly relieve SoundGTM from liability for using linked third-party sites.

You may create hyperlinks to the Website if they use only text, don't use trademarks, don't suggest affiliation or confusion, and don't portray SoundGTM in a false, misleading, or offensive manner. SoundGTM may prohibit linking anytime without notice.

Intellectual Property

SoundGTM owns all rights to the Services, SoundGTM data, and Aggregated Data. You cannot display or use SoundGTM marks without express written permission. Third-party marks may be subject to their trademark guidelines.

Your submitted information must not violate third-party intellectual property rights. You grant SoundGTM a license to use your customer feedback for providing Services and general marketing unless you notify otherwise in writing.

Data Ownership

SoundGTM owns all Aggregated Data. The Privacy Policy governs collection and use of personal information. SoundGTM has controls to prevent unauthorized access, but they're not foolproof.

You're solely responsible for resolving disputes about data ownership, including with employees or contractors. SoundGTM has no obligation to intervene.

Communications with SoundGTM

SoundGTM doesn't seek unsolicited ideas or materials. Any submitted become User Content licensed to SoundGTM. SoundGTM retains general public rights and doesn't admit the novelty or originality of submitted ideas.

DMCA Notice

SoundGTM responds to copyright infringement notices complying with the Digital Millennium Copyright Act. Notices must include:

  • "DMCA Copyright Infringement Notice" subject line
  • Description of copyrighted work
  • Location of infringing material with URL
  • Your full contact information
  • Good faith belief statement
  • Statement under penalty of perjury that you're the copyright owner or authorized to act for one
  • Electronic or physical signature

SoundGTM may not respond to non-compliant notices. The DMCA states that knowingly misrepresenting infringement creates liability.

DMCA Counter-Notification

If material is removed due to a DMCA notice and you believe it's a mistake, send a counter-notification including:

  • "DMCA Counter-Notification" subject line
  • Description and location of removed material with URL
  • Statement under penalty of perjury about good faith mistake belief
  • Your full contact information and account username
  • Consent to federal court jurisdiction
  • Electronic or physical signature

SoundGTM may replace removed material within 10–14 business days unless notified of a lawsuit.

Disclaimer/No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOUNDGTM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. SoundGTM doesn't warrant that use will be secure, timely, error-free, or uninterrupted.

Services are provided "AS IS" and "AS AVAILABLE." All disclaimers apply on behalf of SoundGTM and all affiliated parties, employees, contractors, and service providers.

Indemnification

You agree to indemnify and defend SoundGTM from third-party claims, damages, and expenses arising from: breach of the agreement, violations of SoundGTM's or third-party rights, or data ownership disputes.

No Liability

SOUNDGTM EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA.

Aggregate liability for all claims shall not exceed fees paid before the incident. SoundGTM has no liability for indirect, special, incidental, consequential, or punitive damages, lost profits, or lost data—even if previously advised of possibility.

SoundGTM disclaims liability for disputes between users. You release SoundGTM from claims arising from interactions with other users.

Dispute Resolution

Informal Resolution: Contact info@soundgtm.com to resolve disputes informally. If unresolved within 15 days, either party may bring formal proceedings.

Arbitration Agreement: Disputes are resolved through final binding arbitration with the American Arbitration Association under Commercial Arbitration Rules, held in San Francisco, California, or another agreed location.

Arbitration Fees: AAA rules govern payment. SoundGTM pays arbitration fees for claims under $75,000 and won't seek attorney fees unless claims are frivolous.

Exceptions: Small claims court in Seattle, WA or your county is available. Either party may sue for injunctive relief against unauthorized use or intellectual property infringement without arbitration first.

No Class Actions: Disputes must be resolved individually—class arbitrations, class actions, and consolidation aren't allowed.

Judicial Forum: If arbitration doesn't apply, disputes proceed in King County, Washington federal or state courts. Both parties consent to venue and waive jury trial rights.

Miscellaneous Provisions

Choice of Law: Washington State law governs without regard to conflict provisions.

Relationship: The agreement doesn't create partnership, joint venture, or agency relationships.

Entire Agreement: These Terms and the Privacy Policy constitute the entire agreement and supersede all previous agreements.

Modification: SoundGTM may change these Terms at its discretion and will post updates, endeavoring to notify by email. Continued use constitutes acceptance.

Assignment: SoundGTM may assign the agreement without restriction. You cannot assign without written consent.

No Waiver: Failure to enforce a right doesn't waive it.

Severability: Invalid provisions are severed; remaining terms apply.

Force Majeure: Neither party is liable for failures beyond reasonable control, including acts of God, government, strikes, or computer attacks. Performance dates extend accordingly.

Electronic Communications: You agree to electronic communication, delivery of notices, and waive requirements for original signatures or non-electronic records.

Notices: SoundGTM sends notices to your registered email. Notices to SoundGTM go to info@soundgtm.com or SoundGTM, Inc., 300 Lenora Street PMB 1060, Seattle, WA 98121.

Addendum 1: Referral Partner Program Terms

This Addendum supplements the executed Terms of Service and becomes part of the Order Form. You must agree to participate in the SoundGTM Referral Partner Program.

Definitions

Referral Partner: An individual or entity registering with SoundGTM to display Links and market products/services for Customers in exchange for commissions.

Offers: Specifications of how Customers allow Referral Partners to market products, including media types and commission fees.

Link: A hyperlink placed by a Referral Partner that serves the Customer's website when clicked, in text, image, button, or banner format.

Customer: A client of SoundGTM subscribed to the Program agreeing to pay commissions to Referral Partners.

Site: The Referral Partner Program pages at soundgtm.com and soundgtm.ai.

The Service

Customers engage Referral Partners through the Program to provide services or post Links marketing products/services per individual Offers. Relationships are managed through the Program and subject to this Addendum and the Referral Partner Agreement.

You may establish additional terms with Referral Partners. The Program facilitates relationships; Offer details and contractual relationships are between you and the Referral Partner.

Subscription Services

Access: Additional terms appear in your Order Form. Access is limited to authorized users and you may not reverse engineer the Subscription.

Data Ownership: Each party owns all information collected directly from them (Customer and Referral Partner Data, excluding Aggregated Data). Each party grants SoundGTM necessary rights to perform obligations.

Fees: Parties pay fees identified in their Order Form.

Termination: Upon termination, access immediately ends.

Registration and Retainer Accounts

Register by completing the application form on the Site, providing name and valid email, creating a password, and funding your Retainer Account per your Order Form.

SoundGTM sends emails about Program changes to your provided address.

Customer's Retainer Account

Maintain a SoundGTM account funding transactions ("Retainer Account") with a minimum amount per your Order Form.

The balance pays Referral Partners per Offers and covers SoundGTM's Transaction Fees. Your account cannot fall below 10% of the Retainer Minimum monthly. If it does, replenish it within 7 business days.

Referral Partners won't be paid without sufficient Retainer Account funds. If funds are insufficient or the account falls below the Minimum, SoundGTM may limit or suspend your account.

Suspension doesn't eliminate outstanding Transaction or Commission Fees—these remain due before Services resume.

SoundGTM Fees

SoundGTM charges: (a) a per-transaction fee based on Referral Partner Commission ("Transaction Fee"), and (b) a platform-based subscription fee ("Platform Fee"), per your Order Form.

Non-circumvention:Don't circumvent Services by settling payments outside SoundGTM with partners or transactions it facilitated, except as stated in Sections 12–13. Fees earned by Referral Partners while using SoundGTM remain payable to SoundGTM.

Offers

Once registered, list Offers (per your Order Form limit) specifying service types, advertising media (Links, banners, etc.), approval types, and Commission Fees. This creates a direct contract between you and chosen Referral Partners.

Referral Partner Commission Fee

Pay the agreed-upon Commission Fee for each Consumer Action (any action triggering a Commission Fee per an Offer). SoundGTM uses your Retainer Account funds to pay these fees.

Customer Content

Represent that all provided content is solely owned by you or provided with express authority; doesn't infringe rights; and isn't defamatory, libelous, unlawful, or objectionable.

Don't provide, promote, distribute, or publish content that is libelous, defamatory, obscene, pornographic, abusive, fraudulent, or violates law. You're solely responsible for your content, products, services, data, and websites.

Sale of Physical Products

Fulfillment and Shipping: You're solely responsible for timely fulfilling and shipping Physical Products and covering shipping costs.

Applicable Law and Taxes: You're responsible for complying with applicable state, local, federal laws regarding Physical Products and collecting/paying related taxes.

Representations and Warranties: Physical Products offered don't infringe third-party rights, aren't defective or recalled, don't promote prohibited content, and comply with SoundGTM guidelines.

Prohibited Websites, Content, Products, and Services

Don't advertise, sell, or link to websites, products, or services containing or promoting:

  • X-rated or sexually explicit materials
  • Violence or discord
  • Discrimination based on race, religion, nationality, disability, sexual orientation, or age
  • Illegal activity including hacking
  • Aggressive sales tactics
  • Intellectual property right violations
  • Violations of SoundGTM terms (with notice and cure opportunity)

SoundGTM reserves discretion to prohibit any website, product, or service promotion.

Licenses and Intellectual Property

You grant SoundGTM a worldwide, nonexclusive, limited, revocable right to use and display your Links, advertisements, and trademarks on the Site.

SoundGTM grants you a nonexclusive, non-transferable, revocable, limited license to access and use the Site and post your Links and advertisements—provided you comply fully.

SoundGTM's Trademarks can't be used with any business, product, or service. Other Trademarks on the Site belong to respective owners.

SoundGTM grants no other rights. It retains sole ownership of Services and Program intellectual property. All Site content—text, design, graphics, logos, images, audio, downloads, interfaces, compilations, software, and code—is SoundGTM, Referral Partner, or Customer property, protected by U.S. and international copyright law. Your provided content remains your property.

Hiring Referral Partners

You may employ a Referral Partner as an employee or contractor. No work begins outside this Agreement until SoundGTM approves engagement.

Limitations:You select Referral Partners based on your determination of their qualifications. SoundGTM doesn't select, evaluate, or investigate Referral Partners or make representations about their qualifications. You're not responsible for relying on SoundGTM-provided Referral Partner information.

You may decline hiring any Referral Partner for lawful reasons, including if they don't meet your standards or the job is too hazardous or uncovered by workers' compensation.

Fees: You pay a fee for each hired Referral Partner per your Order Form, plus applicable taxes and Referral Partner costs/fees (communicated at employment start) and payment processing fees. Full payment is due the day the invoice is sent. SoundGTM is authorized to charge your Payment Method the invoiced amount the same day.

Disclaimer of Liability After Referral Partner Employment

You and your Referral Partner are solely responsible for their Services and Work Product once hired. SoundGTM provides no express or implied warranty and disclaims all warranties including non-infringement, merchantability, and fitness for particular purpose.

Referral Partner Services and Work Product are provided "AS IS." This limitation doesn't apply to claims from SoundGTM's gross negligence, wanton misconduct, or breach of warranty, confidentiality, security, or data protection obligations.

SoundGTM makes no representations about advertisements, marketing materials, products, services, unapproved hyperlinks, or materials' content. It has no liability for any website accessed through its services and doesn't guarantee particular earnings or results.

Taxes and Related Charges

You're solely responsible for collecting and paying applicable state, local, or other taxes from customer purchases. You agree to indemnify SoundGTM accordingly.

SPAM

Comply with U.S. state and federal SPAM laws, including the Federal CAN-SPAM Act of 2003 and FTC regulations. Indemnify SoundGTM from SPAM or unsolicited email liability.

Representations, Warranties, and Covenants

You represent and warrant that:

  • Your websites, advertisements, links, disclosures, landing pages, claims, scripts, and media comply with all applicable State and Federal laws
  • Advertisements don't contain, promote, or link to libelous, defamatory, abusive, violent, obscene, sexually explicit, or illegal content
  • You own or have legal right to use, distribute, and/or sell all content, copyrighted material, products, and services on your websites
  • Referral Partners won't offer products/services with pornographic, discriminatory, political, pirating, hate-mongering, or objectionable/illegal content
  • You won't use SoundGTM proprietary software or materials outside specifically contemplated uses
  • You won't engage in, disseminate, or distribute contextual media links or downloadable software (adware, pop-ups, plug-ins)
  • Links won't go to websites with inappropriate content including alcohol/tobacco/illegal substance promotion, nudity, sex, pornography, expletives, gratuitous violence, illegal activity, racism, SPAM, fraud, gambling, pyramid schemes, misleading investment opportunities, counterfeiting, pirate software, libelous/defamatory/false/misleading content contrary to public policy, or content violating Federal/State law
  • You won't engage in spoofing, redirecting, or trafficking from adult websites or point/lottery sites encouraging clicks for user revenue
  • You won't violate third-party terms by unauthorized website use or posting to non-owned accounts
  • You won't use deceptive practices like spyware, adware, robots, iframes, redirects, scripts, or automated/artificial/fraudulent methods appearing as consumer-generated leads
  • Your products/services don't infringe third-party rights

SoundGTM represents and warrants it provides Services professionally and substantially compliant with specifications. Its information concerning Consumer Actions and amounts due shall be accurate.

Limitation of Liability; Disclaimer of Warranty

SoundGTM isn't liable for damages from Customer relationships with Referral Partners or Customer's products, services, advertising, or promotional materials—except claims from SoundGTM's gross negligence, wanton misconduct, or breach of warranty, confidentiality, security, or data protection obligations.

SoundGTM makes no other representations or warranties and disclaims responsibility for advertisement/marketing content, linked page products/services, unapproved hyperlinks, or materials. It has no liability for non-associated websites Customer accesses through its services or Referral Partner Program.

Indemnity

By Customer or Referral Partner:Customer and/or Referral Partner defend and indemnify SoundGTM, its Referral Partners, directors, employees, agents, successors, and assigns from all claims, actions, demands, suits, and liabilities for losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from: Customer or Referral Partner acts/omissions, advertisement/sale/use of their products/services (including Physical Products), agreement breaches, or representation/warranty breaches.

By SoundGTM:SoundGTM indemnifies Customer from claims that Services use infringes third-party Intellectual Property Rights. SoundGTM controls the defense, and settlements don't require Customer admission of liability or payment, provided Customer hasn't admitted against SoundGTM's interests or agreed to settlements without consent.

SoundGTM has no obligation if the claim involves Services combined with non-SoundGTM items, Services used outside intended purposes, Customer-created modifications, Customer material breach, non-payment, or delayed IP Claim notification prejudicing SoundGTM.

If Services face IP claims, SoundGTM may: (i) obtain continuation rights; (ii) replace/modify Services with non-infringing versions; or (iii) terminate and refund prepaid, unused subscription fees on a pro rata basis. These obligations are Customer's sole and exclusive IP Claim remedy.

General

Term:This Addendum begins upon SoundGTM's acceptance of your application and Order Form execution and continues per the Order Form until either party terminates per the Order Form, Addendum, or Terms. Term ceases upon Order Form cessation without express written renewal.

Termination by SoundGTM:SoundGTM may terminate for cause if: (a) you haven't paid per this Addendum and your Order Form (30-day cure period after written notice), or (b) you've violated this Addendum or Order Form terms.

Termination by Customer or Referral Partner:You may terminate anytime with or without cause via written notice (email acceptable); however, you must pay remaining fees for the Order Form Term. Unused Retainer Account amounts are refunded. If terminating due to SoundGTM material breach, you're entitled to repaid fees including prepaid Platform Fees.

SoundGTM doesn't confirm or acknowledge termination notices between Referral Partner and Customer and isn't liable for unfulfilled outstanding payments or obligations.

Relationship:Parties agree SoundGTM acts as an independent contractor managing the Program and that relationships between SoundGTM, Referral Partner, and Customer don't constitute partnership, joint venture, or agency.

Acknowledgment: I have read and understand these Terms of Service and Privacy Policy and agree that use of the Services constitutes acceptance of and binding agreement to all terms and conditions.