Terms of Service · Uncut Gemz

1. Agreement to Terms

By creating an account or using the Uncut Gemz platform ("Platform") — including the Uncut Gemz mobile application and websites such as uncutgemz.io and www.uncutgemz.io — you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use the Platform. These Terms apply to all users, including sellers (songwriters/topliners) and buyers.

Uncut Gemz operates an online marketplace venue that hosts user-generated listings and facilitates payment and delivery logistics. Uncut Gemz is not a record label, music publisher, rights administrator, clearing house, escrow agent for intellectual property title, or guarantor of ownership. You use the Platform at your own risk regarding the accuracy of other users’ representations.

2. Eligibility

You must be at least 18 years old to use the Platform. At signup you must provide an accurate date of birth, and you represent that you meet this age requirement, have the legal capacity to enter binding contracts, and that your use complies with all applicable laws. Accounts that do not meet the age requirement may be refused or deleted.

3. Account Registration

You must provide accurate, complete information when creating an account, including your name, date of birth, and the contact methods you use to sign in (for example email and password, phone, Instagram, or Telegram). Email, phone verification, city, state/region, country, and related profile fields may be required or requested to complete your account. You may create or use your account from the mobile app or from our websites where account features are offered. You are responsible for maintaining the security of your account credentials and for keeping profile information reasonably accurate. Uncut Gemz is not liable for losses resulting from unauthorized account use or outdated contact details.

4. Listings and Ownership Requirements

4.1 Songs and Songwriters
Uncut Gemz is a marketplace for songs and songwriters. Listings must be songs with vocal performances as tagged by the seller. The Platform is not intended as a general beat- or instrumental-only marketplace. You may submit listings from the mobile app or from supported website upload flows; the same ownership, split, and attestation rules apply either way.

4.2 Full Ownership Required
To list a song on the Platform, you must own 100% of both the composition (publishing) and the master recording, free and clear of third-party rights that would prevent a full-rights buyout. Partial ownership does not qualify. Selling only composition rights while someone else owns the master — or vice versa — is not permitted. If you are signed to an exclusive publishing agreement, exclusive songwriter agreement, record/label deal, administration deal, or similar arrangement that assigns, licenses, or controls those rights, you generally may not list that material on Uncut Gemz unless you still have clear contractual authority to sell 100% of both the publishing and the master to a buyer.

4.3 Vocal Tags
When listing a song, you must select one or more vocal tags that accurately describe the performance: Male, Female, Duet, and/or Group. These tags are shown publicly and may be used by buyers to filter Discover. Mis-tagging may result in listing removal or other enforcement under these Terms.

4.4 Splits Must Total 100%
For songs with multiple writers, all contributor splits must sum to exactly 100% before a listing can go live. Each co-writer must:
• Create their own Uncut Gemz account
• Complete their profile
• Independently confirm their ownership percentage
Until all co-writers confirm, the listing remains in the uploader’s Vault as "Pending" and is not visible to buyers. Asking price does not delay go-live; only outstanding co-writer confirms do.

4.5 Co-Writer Confirmation and Dispute Freeze
Once added to a listing, co-writers cannot be removed or replaced. This protects all parties from unauthorized changes to ownership splits. Each co-writer receives a link to independently confirm or dispute their credited split percentage. We send automated reminders by email and push notification on days 1, 3, and 7. If a co-writer fails to confirm after those reminders, the uploader is notified and may withdraw the listing entirely but may not substitute the unconfirmed writer.

If a co-writer disputes a split percentage, the listing automatically freezes and will not go live on Discover (and any previously pending go-live is blocked). That freeze is a protective Platform feature designed to reduce the risk of incomplete or contested title reaching buyers and to limit Uncut Gemz’s exposure as a marketplace venue. Uncut Gemz does not mediate, adjudicate, or resolve the underlying split dispute between writers. The uploader may withdraw a frozen listing; resubmission requires a new listing with agreed splits and fresh co-writer confirms. A freeze is not a warranty of title and does not make Uncut Gemz liable for disputes among writers or with third parties.

4.6 Payout Accounts (Stripe Connect)
Every credited writer who will receive a share of sale proceeds must complete Stripe Connect payouts setup before buyers can check out on that listing. Uncut Gemz pays each writer’s ownership share of the writer pool directly to their Connect account after a completed sale. Listings may appear on Discover before Connect setup is finished, but checkout is blocked until every paid writer’s Connect payouts are ready.

4.7 No AI-Generated Content
AI-generated and AI-assisted content is prohibited on the Platform. This prohibition reflects both platform policy and the current legal reality: purely AI-generated works are generally not eligible for copyright protection under U.S. Copyright Office guidance, meaning there may be no transferable ownership to sell. All uploads are automatically screened for AI-generation patterns; flagged files cannot be submitted.

4.8 No Prior Claims; Publishing and Record Deals
By listing a song, you represent and warrant that:
• You (and every credited co-writer, for their share) have the legal right to transfer 100% of the composition and the master to a buyer
• The work is not subject to an exclusive publishing deal, co-publishing deal, administration agreement, exclusive songwriter agreement, record deal, label agreement, distribution agreement, or similar contract that restricts or prohibits that transfer
• The work has no outstanding sync licenses, sampling clearances owed to third parties, work-for-hire ownership in a third party, or other encumbrances that would prevent a clean full-rights transfer
• You are not listing catalog or demos owned or controlled by a label, publisher, producer, or other third party without their written authority to sell

Uncut Gemz is a marketplace venue only. We do not clear chain of title with labels, publishers, PRO registries, or other rights holders; we do not guarantee that a seller’s attestation is accurate; and we have no duty to investigate your contracts before a listing goes live. If a seller lists material they are not free to sell, that seller (not Uncut Gemz) bears all resulting claims, losses, and defense costs. See Sections 16–20.

5. The Transaction Model

5.1 Full Rights Buyout
Every sale on the Platform is a full-rights buyout. The buyer acquires 100% ownership of both the composition (publishing) and the master recording, including all rights to use, distribute, license, modify, and monetize the work in any medium, territory, and time period.

5.2 Immediate Delisting
A song is removed from public discovery immediately upon purchase and cannot be relisted or resold.

5.3 Included Deliverables
Each completed purchase is intended to include:
• The lossless WAV master recording
• Stem files for the recording (seller-uploaded labeled stems when provided, otherwise stems automatically separated from the master)
• An isolated acapella/vocal stem when available from seller uploads or auto-separation
Sellers may upload multiple labeled stem files with a listing. If a seller did not upload separate stem files, Uncut Gemz automatically separates stems from the master (typically including vocals, drums, bass, guitar, piano, and other instrumentation). Auto-separated stems are disclosed as such and are typically lower fidelity than session-kept stems; auto-separated piano stems in particular are experimental and may contain more artifacts than the other stems. Delivery of files does not constitute a warranty of merchantable title, non-infringement, or freedom from third-party claims.

5.4 Marketplace Access and Checkout
Discovery, previewing, offers, and initiating a purchase are designed to occur in the Uncut Gemz mobile app. Uncut Gemz does not provide a public share-to-purchase storefront for listings outside the app. Because a full-rights buyout is a real-world transfer of intellectual property ownership rather than digital content consumed within the app, payment is completed on Uncut Gemz’s secure checkout website via our payment processing partner(s). The mobile app does not collect, transmit, or store your payment card details. You must be at least 18 years old to complete a purchase, consistent with Section 2 (Eligibility).

5.5 No Warranty of Title
A completed checkout and file delivery mean the seller represented that they could transfer 100% of publishing and master rights. Uncut Gemz does not warrant, and expressly disclaims any warranty, that the buyer receives clear, marketable, or unencumbered title. Any failure of title, encumbrance, or third-party claim is solely between the buyer, the seller, and any third-party rights holder.

6. Commission and Pricing

6.1 Commission
Uncut Gemz charges a flat 20% marketplace commission on every completed sale, taken from the sale price first. Commission is earned when checkout completes successfully and is non-refundable under any circumstances, including disputed sales, buyer complaints, chargebacks, ownership or title disputes, label or publisher claims, platform enforcement actions, or any unwind or rescission between users. All sales are final as between you and Uncut Gemz regarding fees.

6.2 Writer Pool and Payouts
After the 20% commission, the remaining 80% is the writer pool. That pool is divided by each credited writer’s ownership percentage and paid to that writer’s Stripe Connect account. Sole writers receive the full writer pool (minus the platform commission already taken). Payout of the writer pool does not mean Uncut Gemz verified ownership.

6.3 Go-Live
Listings go live on Discover when submitted, regardless of asking price — except that multi-writer listings stay pending until every co-writer confirms their ownership split. If any co-writer disputes a split percentage, the listing freezes and does not go live. Go-live is not a determination that title is clear; a freeze is a protective hold, not a title opinion by Uncut Gemz.

7. Offers and Negotiation

Buyers may submit offers below a listing’s asking price. An offer consists of an amount only — Uncut Gemz does not provide a free-text note or messaging field on offers, so buyers and writers cannot exchange contact information through the offer flow. Sellers may accept, counter, or decline any offer. No funds are charged or held until an offer is formally accepted and checkout is completed at the agreed price. Offers are non-binding until accepted.

8. Delivery

Upon purchase, buyers receive a download link by email. When a verified phone number is on file and SMS delivery is available, we also send the link by text. When push notifications are enabled, we notify the buyer in-app that the download is ready. Links expire after 7 days. Buyers may re-request delivery at any time through Vault → Purchases. Uncut Gemz is not liable for delivery failures caused by invalid contact information provided at registration or checkout.

9. Seller Attestation

By submitting a listing (including via the mobile app or website upload), you attest, represent, and warrant under penalty of account termination, forfeiture of proceeds, and personal liability that:
• You own 100% of both the composition and the master recording, or have written authority from every rights holder to sell those rights on Uncut Gemz
• You are not under an exclusive publishing, songwriter, record/label, administration, distribution, or similar deal that prevents a full-rights transfer of the listed work
• All co-writers have been accurately credited with their correct ownership percentages and each will independently confirm
• No prior claims, licenses, label or publisher rights, samples, interpolations, or other encumbrances prevent a full-rights transfer
• The work does not contain AI-generated or AI-assisted content
• Vocal tags (Male, Female, Duet, and/or Group) accurately describe the performance
• All information provided is accurate and complete

You acknowledge that Uncut Gemz relies on this attestation and does not independently investigate your contracts or chain of title. False or careless attestations may result in immediate listing removal, payout holds, reserves, suspension, or permanent account termination, at Uncut Gemz’s sole discretion. You remain solely responsible to any label, publisher, co-writer, buyer, collecting society, or other third party for unauthorized listings or sales.

10. Buyer Acknowledgment

By initiating or completing a purchase, buyers acknowledge and agree that:
• Uncut Gemz does not independently verify seller attestations, publishing or record-deal status, PRO registrations, or chain of title
• Buyers rely solely on seller (and co-writer) representations regarding ownership and the absence of label, publisher, or other third-party claims
• Uncut Gemz makes no warranty of title, non-infringement, merchantability, or fitness for a particular purpose regarding any listed work
• Claims by labels, publishers, co-writers, PROs, or other rights holders after a sale are solely between those parties and the buyer and/or seller; Uncut Gemz is not a party, not an insurer, and not liable for defective or incomplete title
• All sales are final and non-refundable from Uncut Gemz, including where a third party later asserts rights in the work, and marketplace commission remains earned
• Buyers should conduct their own due diligence before purchasing

11. Disputes Between Users and Third-Party Rights Holders

Ownership disputes, claims of misrepresentation, copyright or trademark claims, label or publisher claims, or any other disagreements arising from a listing or transaction are solely between the relevant users and/or third-party rights holders. Uncut Gemz may, at its sole discretion and without admitting liability, remove listings, temporarily hold or reverse writer payouts where payment rails allow, or take other enforcement actions pending resolution of substantiated claims, but is not obligated to mediate, adjudicate, clear title, refund buyers, return commission, or compensate any party. Any recovery you seek must be pursued against the responsible user or third party, not against Uncut Gemz as a guarantor.

12. Enforcement

Uncut Gemz reserves the right to take any of the following actions, at its sole discretion and without prior notice, for violations of these Terms or any conduct deemed harmful to the Platform or its users:
• Remove or suspend any listing
• Place holds on pending payouts
• Require payout reserves
• Suspend selling or buying privileges
• Terminate accounts permanently
• Cooperate with rights holders or law enforcement when Uncut Gemz believes in good faith that cooperation is appropriate

Enforcement actions are not subject to appeal through the Platform. Users may contact Support to provide context, but Uncut Gemz is not obligated to reverse enforcement decisions. Enforcement or cooperation does not create liability for Uncut Gemz or waive any defense.

13. Prohibited Conduct

Users may not:
• Circumvent the Platform’s commission by arranging transactions off-platform
• Share contact information (including via listing fields, support misuse, or any other channel Uncut Gemz provides) to facilitate off-platform deals
• Build, promote, or use alternate storefronts, public share pages, or scraped listing pages to sell or buy Platform listings outside Uncut Gemz
• List material controlled by a publishing deal, record/label deal, or other third-party agreement that prohibits or restricts a full-rights sale
• Misrepresent ownership, splits, or freedom from encumbrances
• Attempt to inject free-text notes, contact details, or other messaging into the offer or checkout flow
• Submit false, misleading, or duplicate listings
• Mis-tag listings (including inaccurate vocal tags)
• Attempt to reverse-engineer, scrape, or disrupt the Platform
• Use the Platform for any unlawful purpose
• Provide a false date of birth or otherwise misrepresent eligibility

14. Reported Listings

Any user may report a listing for suspected fraud, ownership disputes, misrepresentation, or inappropriate content. Multiple reports on the same basis may trigger automatic suspension of a listing pending review. Uncut Gemz is not obligated to act on any individual report within a specific timeframe, and review or removal is not an admission that Uncut Gemz investigated or verified title.

15. Intellectual Property of the Platform

All Platform technology, design, branding, and software are the exclusive property of Uncut Gemz and protected by applicable intellectual property law. Users retain whatever rights they lawfully hold in content they upload until a sale transfers those rights to a buyer under the seller’s representations. Uncut Gemz’s hosting or delivery of files does not mean Uncut Gemz claims ownership of user content or warrants the seller’s title.

16. Platform Role; No Agency

Uncut Gemz is a venue and technology provider. Except as expressly stated for payment processing and delivery logistics, Uncut Gemz is not a party to the underlying intellectual-property sale between buyer and seller. Uncut Gemz is not your agent, publisher, label, manager, lawyer, or fiduciary. Nothing on the Platform is legal advice about your contracts or copyrights. Display of a listing, "verified" writer badges, analytics, AI-screening results, co-writer confirmations, or an automatic freeze after a split dispute are operational signals only — not a title opinion and not a certification that the work is free of third-party claims. Freeze-on-dispute is a protective listing hold; Uncut Gemz still does not clear title or mediate writer disputes.

17. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Uncut Gemz and its officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs of settlement) arising out of or related to: (a) your use of the Platform; (b) your listings, uploads, offers, purchases, or payouts; (c) your representations, warranties, or attestations; (d) your violation of these Terms or of any law; (e) any claim by a buyer, seller, co-writer, label, publisher, distributor, PRO, collecting society, or other third party that you lacked authority to list, confirm, buy, or sell a work; and (f) copyright infringement, breach of an exclusive deal, defective title, fraud, or misrepresentation connected to your account or content.

This obligation survives account termination and completed sales. Uncut Gemz may control the defense of any indemnified claim; you will cooperate fully and will not settle any claim that admits fault by Uncut Gemz or imposes obligations on Uncut Gemz without our prior written consent.

18. Release

To the fullest extent permitted by law, you release and forever discharge Uncut Gemz and its officers, directors, employees, contractors, and agents from any and all claims, known or unknown, arising out of or related to listings, purchases, deliveries, ownership disputes, defective title, third-party rights claims, publishing or record deals, co-writer disputes, payouts, holds, enforcement actions, or other users’ conduct. If you are a California resident, you waive California Civil Code §1542 (and similar laws), which provides that a general release does not extend to claims that the releasing party does not know or suspect to exist at the time of executing the release and that, if known, would have materially affected the settlement.

19. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, UNCUT GEMZ AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, OR FOR LOSSES ARISING FROM DEFECTIVE TITLE, COPYRIGHT OR OTHER IP CLAIMS, PUBLISHING OR RECORD-DEAL CONFLICTS, CO-WRITER DISPUTES, CHARGEBACKS, OR OTHER USERS’ ACTS OR OMISSIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNCUT GEMZ’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE MARKETPLACE COMMISSION ACTUALLY RETAINED BY UNCUT GEMZ ON THE SPECIFIC TRANSACTION GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100) IF NO COMMISSION WAS RETAINED ON THAT TRANSACTION.

Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the maximum extent permitted by law. These limitations apply regardless of the legal theory (contract, tort, statute, or otherwise).

20. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. UNCUT GEMZ DOES NOT WARRANT THAT LISTINGS ARE ACCURATE, THAT SELLERS OWN WHAT THEY CLAIM, THAT FILES ARE ERROR-FREE, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR SECURE. WE DO NOT PROVIDE LEGAL, FINANCIAL, TAX, OR COPYRIGHT ADVICE. AI-DETECTION, PREVIEW WATERMARKING, AND SIMILAR TOOLS ARE BEST-EFFORT SAFEGUARDS ONLY AND DO NOT CREATE LIABILITY IF THEY FAIL TO DETECT OR PREVENT MISUSE.

21. Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to conflict of law principles. Any dispute arising out of or related to these Terms or the Platform shall be resolved exclusively in the state or federal courts located in Los Angeles County, California. You consent to personal jurisdiction and venue in those courts and waive any objection based on inconvenient forum. You agree that any claim must be brought in your individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding, to the fullest extent permitted by law.

22. Severability; Entire Agreement; Assignment

If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. These Terms, together with the Privacy Policy and any in-product attestations you accept, are the entire agreement between you and Uncut Gemz regarding the Platform and supersede prior understandings on that subject. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Failure to enforce a provision is not a waiver.

23. Changes to Terms

Uncut Gemz may update these Terms at any time. Continued use of the Platform after changes are posted constitutes acceptance of the revised Terms. Material changes will be communicated via email or in-app notification where reasonably practicable. If you do not agree, you must stop using the Platform.

24. Contact

For questions about these Terms, contact us through Support in the Uncut Gemz app (Profile → Support) or via www.uncutgemz.io/contact.