Terms & Conditions

Formally, the provider of the Services and operator of the Platform is UMW Recordings Inc., a company organized and existing under the laws of the Republic of Ecuador, with registered address at Av. Francisco de Orellana, Guayaquil 090512, Ecuador, Tax ID 0993391921001, and company registration number SCVS240004109740.

These Terms & Conditions are intended to provide a clear legal framework governing access to and use of the Services made available by UMW Recordings Inc. If you have any questions regarding these Terms, please contact us through the official communication channels identified in Section 23 of this document.

By accessing the website, registering an account, activating a subscription, uploading content, purchasing a service, or otherwise using any part of the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms & Conditions.

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Table of Contents

1) Parties and Acceptance
2) Definitions
3) Incorporated Policies; Priority Order
4) Account Registration, Authority, and Security
5) Plans, Billing, and Subscription Rules
6) Payments, Fees, and Payment Processing
7) Distribution Services and DSP Dependencies
8) Your Content: Rights, Metadata, and Legal Compliance
9) License You Grant to UMW
10) Royalties, Reporting, Adjustments, Holds, and Set-Off
11) Refunds and Chargebacks
12) Acceptable Use; Prohibited Conduct
13) Copyright / DMCA Policy
14) UMW Core and Additional Contracting
15) Privacy, Hosting, and Cross-Border Data Processing
16) Support and Service Communications
17) Disclaimers
18) Limitation of Liability
19) Indemnification
20) Term, Suspension, and Termination
21) Governing Law and Dispute Resolution
22) Changes to These Terms
23) Contact Information

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Exhibit A — Plan Structure
Exhibit B — Artist / Label / Company Monthly Close & Payout Schedule
Exhibit C — White Label Commercial & Operational Principles

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1) Parties and Acceptance‍

1.1. Agreement

These Terms & Conditions (“Terms”) form a legally binding agreement between UMW Recordings Inc. (“UMW,” “Company,” “we,” “us,” or “our”) and the individual or entity accessing or using the Services (“you,” “User,” “Client,” “Artist,” “Label,” or “Customer”).

1.2. Acceptance

By accessing the website, registering an account, purchasing a plan, uploading content, activating services, or otherwise using any part of the Services, you agree to these Terms and all policies incorporated herein by reference.

1.3. Eligibility

The Services are intended for users who are at least 18 years of age and legally capable of entering into binding contracts.

1.4. Entity Use

If you access or use the Services on behalf of a company, label, organization, or other entity, you represent and warrant that you have full authority to bind that entity to these Terms.

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2) Definitions

For purposes of these Terms:

• “Services” means the UMW website, UMW Core dashboard, applications, distribution tools, support functions, operational workflows, analytics, reporting, royalty administration, publishing-related services, and any related products or services offered by UMW.
• “UMW Core” means UMW’s dashboard platform or internal service environment accessible through the designated platform domain or successor environment.
• “DSP(s)” means digital service providers, including streaming services, music stores, social media platforms, UGC platforms, monetization environments, and similar third-party destinations.
• “Content” means sound recordings, musical works data, metadata, artwork, videos, lyrics, credits, ownership details, publishing data, ISRCs, UPCs, promotional assets, and all other materials submitted by you.
• “Release” means an album, EP, single, video release, catalog asset, or other deliverable intended for exploitation or delivery through the Services.
• “Royalties” means revenue reported by DSPs or other monetization channels and attributable to the exploitation of Content, subject to deductions, reversals, withholding, disputes, fraud controls, processor fees, offsets, and other lawful adjustments.
• “Order Form” means any separate written commercial document, quote, proposal, invoice-backed service confirmation, Master Services Agreement, Statement of Work, or other signed agreement expressly accepted by UMW and the customer.

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3) Incorporated Policies; Priority Order

3.1. Policies Incorporated by Reference

The following policies and legal documents are incorporated into these Terms and apply to your use of the Services:

• Refund Policy
• Anti-Fraud Policy
• Acceptable Use Policy
• DMCA / Copyright Policy
• Privacy Policy / Privacy & Data Rights
• any service-specific guideline, Order Form, MSA, SOW, or addendum expressly accepted by UMW

3.2. Priority Order

In the event of a conflict between documents, the following order of precedence shall apply unless a specific signed agreement expressly states otherwise:

a signed written agreement or Order Form that expressly overrides these Terms; these Terms & Conditions; the Anti-Fraud Policy; the Refund Policy; the Acceptable Use Policy; other published operational guidelines or service notices.

3.3. Interpretation

These Terms shall be interpreted in a commercially reasonable manner consistent with the integrity, security, and lawful operation of the Services.

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4) Account Registration, Authority, and Security

4.1. Account Responsibility

You are responsible for safeguarding your login credentials and for all actions taken through your account.

4.2. Accuracy of Information

You agree to provide accurate, complete, and current account, billing, business, and contact information.

4.3. Verification Rights

UMW may require identity verification, KYC/KYB review, tax documentation, rights documentation, payment verification, or other compliance information at any time for onboarding, payouts, anti-fraud review, dispute resolution, or legal compliance.

4.4. Unauthorized Access

You must notify UMW promptly of any unauthorized use of your account, suspected account compromise, or security incident affecting your use of the Services.

4.5. Entity Accounts

Where an account is operated on behalf of a label, company, or group, the account holder remains responsible for all activity conducted under that account unless otherwise agreed in writing.

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5) Plans, Billing, and Subscription Rules

5.1. Artist / Label / Company Plans
Unless an Order Form expressly states otherwise, Artist, Label, and Company plans are offered on a recurring monthly subscription basis.

5.2. Auto-Renewal
Subscriptions renew automatically at the end of each monthly billing cycle unless cancelled before the next renewal date in accordance with the applicable plan rules or any specific written agreement with UMW.

5.3. Cancellation
You may cancel your subscription through the applicable account settings or the designated support method made available by UMW. Unless otherwise stated in an Order Form, cancellation takes effect at the end of the then-current monthly billing cycle. Cancellation does not entitle you to a refund for the current cycle except where the Refund Policy expressly provides otherwise or mandatory law requires otherwise.

5.4. White Label Plans
White Label is a separate commercial and infrastructure service category and may be offered under one or more of the following commercial structures:

• monthly billing;
• annual billing;
• one-time setup fee;
• maintenance or support fee; or
• custom enterprise pricing.

White Label commercial terms are governed primarily by the applicable Order Form, MSA, SOW, or other signed agreement.

5.5. Commercial Changes
UMW may update pricing, plan names, plan descriptions, operational limits, feature packaging, or service structure prospectively. Any material pricing change for recurring monthly subscriptions will apply no earlier than the next billing cycle unless otherwise required by law or agreed in writing.

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‍6) Payments, Fees, and Payment Processing

6.1. Payment Methods

UMW may accept payment methods made available through its website, dashboard, checkout flow, invoices, or authorized processors.

6.2. Third-Party Payment Providers

Payment processing may be handled by authorized third-party providers. You authorize UMW and its processors to charge the payment method you designate for subscriptions, renewals, fees, and lawful adjustments.

6.3. Taxes and Processor Charges

Unless expressly stated otherwise:

• fees are exclusive of applicable taxes;
• banks, card networks, processors, or intermediaries may apply transfer, FX, or other external fees;
• DSP statements may contain deductions, withholding, or regional adjustments beyond UMW’s control.

6.4. Failed Payments

If a payment fails, UMW may:

• retry the charge;
• suspend access;
• restrict features;
• delay releases or payouts;
• require updated payment information; or
• terminate the affected service if the payment default remains unresolved.

6.5. No Waiver by Delay

UMW’s delay in charging, collecting, or enforcing a fee does not waive its right to do so later where legally permitted.

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7) Distribution Services and DSP Dependencies

7.1. Nature of the Service

UMW provides software tools, operational workflows, support functions, and related services designed to facilitate delivery of Releases to DSPs and other exploitation environments.

7.2. No Guarantee of Acceptance

DSPs retain full control over their own ingestion rules, technical requirements, policies, business decisions, content standards, monetization practices, and enforcement actions.

UMW does not guarantee:

• that a Release will be accepted;
• that a Release will remain live;
• playlist placement;
• monetization approval;
• specific stream volume;
• chart performance;
• minimum revenue;
• uninterrupted availability on any DSP.

7.3. Third-Party Dependencies

Certain services may depend on third-party tools, vendors, licensors, or partners. Those third-party services are governed by their own terms, and you remain responsible for obtaining any licenses, clearances, or permissions required for your Content.

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8) Your Content: Rights, Metadata, and Legal Compliance

8.1. Ownership

As between you and UMW, you retain ownership of your Content, subject to the operational license granted under Section 9.

8.2. Your Representations and Warranties

You represent and warrant that:

• you own or control all rights necessary to distribute, monetize, publish, exploit, and administer the Content in the selected territories;
• you have obtained all required permissions, approvals, waivers, licenses, and consents from artists, featured performers, producers, composers, publishers, labels, and other relevant rights holders;
• the Content, metadata, artwork, and related materials do not infringe copyrights, trademarks, publicity rights, privacy rights, moral rights, or other applicable rights;
• all metadata is accurate, complete, and not misleading;
• you will comply with all applicable laws, regulations, platform rules, and UMW policies.

8.3. Prohibited Submissions

You may not upload, submit, deliver, or monetize:

• unauthorized covers;
• unlicensed samples;
• unauthorized remixes;
• mashups;
• re-uploads without rights;
• manipulated derivatives intended to evade detection;
• infringing content;
• deceptive or falsified metadata.

8.4. AI and Synthetic Media

Where required by law, platform policy, or UMW rules, you must accurately disclose AI-generated or synthetic content. You may not use deceptive synthetic media, voice impersonation, likeness abuse, or misleading AI-related attribution.

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9) License You Grant to UMW

9.1. Operational License

You grant UMW a non-exclusive, worldwide, royalty-free, sublicensable license to host, encode, reproduce, format, store, distribute, transmit, display, and otherwise use your Content solely as necessary to provide the Services, operate the platform, deliver Releases, administer reporting, and manage monetization-related workflows.

9.2. DSP Sublicensing

You authorize UMW to grant DSPs and authorized partners the rights technically and commercially necessary to exploit the Content in accordance with the selected service and applicable platform requirements.

9.3. Promotional Use

UMW may use your artist name, release title, artwork, and metadata for distribution formatting, platform presentation, release display, customer support, service administration, and limited service-related promotion of the Release or platform.

9.4. No Rights Purchase

Except where expressly stated in a signed written agreement, UMW does not purchase ownership of your Content by virtue of these Terms.

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10) Royalties, Reporting, Adjustments, Holds, and Set-Off

10.1. Reporting Nature

Royalties and dashboard figures are based on third-party reporting and may be delayed, revised, corrected, reversed, withheld, or adjusted.

10.2. Estimates

Dashboard data may include preliminary, estimated, or not-yet-finalized figures and may change.

10.3. Fraud Controls and Holds

Where royalties are reasonably suspected to be linked to fraud, artificial streaming, rights disputes, non-compliance, payment abuse, chargebacks, or policy violations, UMW may hold, retain, freeze, offset, or escrow such amounts in accordance with the Anti-Fraud Policy.

10.4. Escrow Period

Royalties linked to fraud review may be held in escrow for up to 24 months, subject to periodic review and earlier release only where UMW determines that release is appropriate and the matter has been satisfactorily resolved.

10.5. Set-Off and Negative Balances

UMW may offset against royalties or other amounts payable to you any sums owed by you to UMW, including:

• clawbacks;
• DSP adjustments;
• penalties;
• refunds;
• fines;
• chargebacks;
• processor fees;
• fraud-related losses;
• compliance-related reversals.

If a negative balance results, you must repay the outstanding amount within 30 days of notice.

10.6. Artist / Label / Company Payout Timing

For Artist, Label, and Company subscription customers only, payout timing is governed by Exhibit B, subject to:

• verification;
• fraud review;
• compliance screening;
• dispute resolution;
• sanctions review;
• processor or banking constraints.

10.7. White Label Exclusion

White Label customers do not fall under Exhibit B unless a separate written agreement expressly states that UMW will process payouts for end-users.

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11) Refunds and Chargebacks

11.1. Refund Window
Monthly-plan customers may request a refund only within the limited window and under the strict first-cycle, non-use conditions set out in the Refund Policy.

11.2. Approved Refunds
Approved refunds will be issued only to the original payment method, unless otherwise required by applicable law.

11.3. Chargebacks
Initiating a chargeback or payment dispute without first contacting UMW may constitute a violation of these Terms and related policies.

11.4. Consequences of Abusive Disputes
UMW may, where appropriate:

• suspend or terminate the account;
• revoke access to Services;
• block future purchases;
• contest the dispute with the applicable processor or financial institution;
• submit relevant evidence; and
• recover related losses, fees, reversals, or chargeback costs where permitted by law.

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12) Acceptable Use; Prohibited Conduct

You may not use the Services to engage in any unlawful, fraudulent, manipulative, deceptive, harmful, or unauthorized activity.

Prohibited conduct includes, without limitation:

• artificial streaming;
• fake followers or engagement;
• click farms, bots, or loop farming;
• misleading metadata;
• upload of unlicensed derivatives;
• evasion of fraud controls;
• abuse of refunds or chargebacks;
• scraping or reverse engineering;
• use of automated tools or API access without prior written authorization;
• attempts to bypass platform restrictions or security controls.

UMW may remove content, restrict access, suspend accounts, hold payouts, or impose additional enforcement measures in response to prohibited conduct.

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13) Copyright / DMCA Policy

13.1. Copyright Compliance

UMW respects intellectual property rights and expects users to do the same.

13.2. Notices

Copyright complaints, takedown notices, or DMCA-related submissions must be sent through the designated copyright or DMCA channel identified by UMW.

13.3. Repeat Infringers

UMW may suspend, disable, or terminate accounts of repeat infringers or users repeatedly associated with infringing conduct.

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14) UMW Core and Additional Contracting

14.1. Dashboard-Specific Terms

If you access UMW Core or a related dashboard service, you may be required to accept additional contract terms, plan-specific rules, feature notices, or service-specific conditions presented inside that environment.

14.2. Logs as Evidence

You agree that operational logs may be used to administer the Services, verify refund eligibility, review fraud concerns, resolve support issues, investigate disputes, and enforce these Terms.

14.3. Operational Records

Such logs may include, without limitation:

• uploads;
• account access events;
• payout changes;
• settings changes;
• support tickets;
• verification actions;
• service activation logs.

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15) Privacy, Hosting, and Cross-Border Data Processing

15.1. Privacy Framework

Personal data handling is governed by UMW’s Privacy Policy / Privacy & Data Rights framework.

15.2. Cross-Border Processing

Use of the Services may involve cross-border storage, hosting, support, processing, and technical service operations.

15.3. Consent to Processing

By using the Services, you acknowledge that your information may be processed in jurisdictions relevant to platform operation, hosting, support, payment handling, compliance review, or service delivery, subject to applicable law.

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16) Support and Service Communications

16.1. Support Availability

UMW may publish support hours, response targets, and plan-based support tiers.

16.2. Commercially Reasonable Efforts

Support is provided on a commercially reasonable efforts basis and may vary depending on:

• plan tier;
• service type;
• technical complexity;
• compliance status;
• operational demand.

16.3. Service Notices

You agree that UMW may send operational, billing, compliance, legal, renewal, fraud-prevention, or security-related communications through the email address or communication channel associated with your account.

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17) Disclaimers

To the fullest extent permitted by law, the Services are provided “as is” and “as available.”

UMW disclaims, to the maximum extent permitted by law, all warranties, whether express, implied, statutory, or otherwise, including:

• merchantability;
• fitness for a particular purpose;
• non-infringement;
• uninterrupted availability;
• error-free operation;
• specific commercial outcomes.

UMW does not warrant that:

• any DSP will accept or retain your Release;
• the Services will always be uninterrupted or error-free;
• reporting will always be real-time;
• results will match your expectations;
• a particular commercial outcome will be achieved.

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18) Limitation of Liability

To the fullest extent permitted by law:

18.1. Excluded Damages

UMW shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including:

• lost profits;
• lost revenue;
• lost business opportunities;
• lost goodwill;
• loss of data;
• business interruption.

18.2. Aggregate Cap

UMW’s aggregate liability arising out of or relating to the Services shall not exceed the greater of:

• the total amount paid by you to UMW in the 12 months preceding the event giving rise to the claim; or
• USD 100.

18.3. Essential Allocation of Risk

The disclaimers and limitations in these Terms form an essential basis of the agreement between you and UMW.

18.4. Mandatory Rights

Nothing in these Terms limits liability or rights that cannot be excluded under applicable mandatory law.

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19) Indemnification

You agree to defend, indemnify, and hold harmless UMW, its affiliates, officers, directors, employees, contractors, licensors, and service providers from and against claims, liabilities, losses, damages, costs, and expenses arising out of or relating to:

• your Content;
• your breach of these Terms or incorporated policies;
• your infringement or alleged infringement of third-party rights;
• fraud, metadata deception, artificial streaming, or payment abuse associated with your account or Content;
• your violation of applicable law.

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20) Term, Suspension, and Termination

20.1. Term

These Terms remain in effect while you access or use the Services.

20.2. Suspension Rights

UMW may suspend or restrict access where reasonably necessary for:

• fraud prevention;
• payment default;
• policy violations;
• legal compliance;
• security concerns;
• DSP enforcement;
• chargeback abuse;
• rights disputes.

20.3. Termination

UMW may terminate access, remove Releases, block future use, or impose permanent restrictions where justified by serious or repeated violations, fraud risk, payment abuse, or legal obligation.

20.4. Survival

Any provisions which by their nature should survive termination shall survive, including those relating to:

• payments;
• indemnification;
• liability limitations;
• governing law;
• dispute resolution;
• royalty holds;
• set-off rights;
• compliance records.

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21) Governing Law and Dispute Resolution

21.1. Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of the Republic of Ecuador, without prejudice to mandatory rights that may apply under consumer protection law.

21.2. Informal Resolution

Before initiating arbitration or formal proceedings, the parties shall attempt in good faith to resolve the dispute informally for a period of 30 days, unless urgent relief is necessary.

21.3. Binding Arbitration

Subject to applicable mandatory law, disputes arising out of or relating to these Terms or the Services shall be resolved by binding arbitration in accordance with the arbitration framework adopted by UMW and identified in its legal framework.

21.4. Seat and Language

Unless otherwise required by law or agreed in writing:

• the seat of arbitration shall be Guayaquil, Ecuador;
• the language of arbitration shall be Spanish.

21.5. Class Action Waiver

To the extent permitted by law, disputes shall be resolved on an individual basis and not as part of any class, collective, or representative action.

21.6. Injunctive Relief

Nothing in this section prevents UMW from seeking interim or injunctive relief where reasonably necessary to protect intellectual property, confidential information, platform integrity, or security.

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22) Changes to These Terms

UMW may revise or update these Terms from time to time to reflect:

• legal or regulatory changes;
• operational changes;
• service updates;
• pricing or billing developments;
• anti-fraud or compliance requirements;
• platform evolution.

Updated Terms become effective upon publication on the website or upon other notice provided by UMW, except where law requires a different approach.

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23) Contact Information

For legal notices, support, compliance documentation, or general inquiries, please contact UMW through its official channels:

• Email: hello@umwrecordingsinc.com
• Phone: +593 96 801 6285
• Address: Av. Francisco de Orellana, Guayaquil 090512, Ecuador

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‍EXHIBIT A — PLAN STRUCTURE

A1) Artist / Label / Company Plans
Unless otherwise stated in an Order Form:

• term: month-to-month;
• billing model: recurring monthly subscription;
• renewal: automatic each monthly billing cycle unless cancelled before renewal;
• included features, limits, user counts, artist limits, and support conditions are defined by the applicable pricing page, commercial confirmation, or service description published by UMW.

A2) White Label
White Label is a separate infrastructure and commercial service category intended for distribution platforms, labels, companies, or branded operations.

White Label may be offered under:

• monthly plans;
• annual plans;
• one-time fees;
• setup fees;
• maintenance or support arrangements; or
• custom negotiated commercial structures.

White Label commercial terms are binding only to the extent stated in the applicable Order Form, MSA, SOW, or signed agreement.

A3) Plan Changes
UMW may update plan names, included features, service descriptions, operational limits, or packaging prospectively. Existing customers remain subject to the commercial model applicable to their active cycle unless a change is expressly accepted, required by law, or implemented for a future renewal cycle.

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EXHIBIT B — ARTIST / LABEL / COMPANY MONTHLY CLOSE & PAYOUT SCHEDULE

B1) Scope

This Exhibit applies only to Artist, Label, and Company subscription customers receiving royalty payouts from UMW.

It does not apply to White Label customers unless a separate written agreement expressly states that UMW will process end-user payouts.

B2) Monthly Close

On the 30th of each month, UMW closes the royalty cycle for amounts that:

• have been received from DSPs;
• have been processed into the platform;
• have passed applicable internal controls, including anti-fraud and compliance review.

B3) Payout Date

UMW will generally issue payouts on the 30th of the following month, subject to:

• verification;
• anti-fraud screening;
• processor availability;
• banking schedules;
• regional payment restrictions.

B4) Payment Methods

Available payout methods may include:

• bank transfer;
• PayPal;
• Payoneer;
• other methods made available by UMW from time to time.

B5) Date Adjustment Rule

If the applicable month does not contain a 30th day, payout will be processed on the last day of that month, or on the next business day where the ordinary payout day is not available in the relevant jurisdiction.

B6) Exceptions

UMW may delay, hold, or reject payouts where reasonably necessary due to:

• identity or tax verification;
• fraud investigations;
• escrow or royalty holds;
• rights disputes;
• chargebacks;
• negative balances;
• sanctions or compliance screening;
• banking or processor downtime;
• regional restrictions;
• legal process.

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EXHIBIT C — WHITE LABEL COMMERCIAL & OPERATIONAL PRINCIPLES

1. White Label is infrastructure and enterprise service, not a retail artist subscription.
2. White Label pricing, billing, implementation scope, support, maintenance, and operational responsibilities are determined by the applicable Order Form, MSA, or SOW.
3. White Label payout operations are not governed by Exhibit B unless expressly delegated to UMW in a written agreement.
4. White Label customers are responsible for the conduct, compliance, and legitimacy of their sub-users, content flows, and operational use of the service.
5. Systemic abuse, repeated fraud risk, or platform misuse within a White Label environment may result in: restrictions; service suspension; payout blocks; content removal; termination of the White Label service.

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