Stembiosis Terms of Service

1. Who runs Stembiosis

Stembiosis is operated by Derek Vance, an individual (sole proprietor) based in Ohio, USA. Where these Terms say “we,” “us,” or “Stembiosis,” they mean Derek Vance. You can reach us at support@stembiosis.com for general questions or legal@stembiosis.com for legal notices.

2. What Stembiosis is — and what it is not

Stembiosis is a venue. We connect two people who want to make music together, give them a form to write down their deal, hold the payment while they work, and pay it out when they both say the work is done.

We are not:

• a party to any agreement between a producer and a vocalist — that deal is between the two of you;
• your employer, or the other person's employer;
• a guarantor of anyone's work, talent, professionalism, or identity — we do not vet, screen, or verify users or their credentials;
• a licensed escrow agent, a bank, a trust company, or a money transmitter. When we say funds are “held” we mean a payment hold on our payment processor's platform, not a regulated escrow or deposit account;
• a music publisher, a record label, a distributor, or a performing rights organization (PRO). We do not register songs, collect royalties, or distribute royalties.

Payments are processed by Stripe. Your use of the payment features is also subject to the Stripe Services Agreement. If you receive money through Stembiosis, you are also agreeing to the Stripe Connected Account Agreement.

3. You must be 18

You must be at least 18 years old to use Stembiosis. This service is built entirely on binding contracts and payments, and a minor cannot form them. By creating an account you confirm you are 18 or older.

4. Your account

You are responsible for what happens under your account and for keeping your password safe. Give us accurate information. One person, one account. Tell us at support@stembiosis.com if you think someone else has access to your account.

When you create an account, and again each time you sign a collaboration agreement, you accept the version of these Terms in effect at that moment. We keep a record of which version you accepted and when.

5. The agreement between you and your collaborator

A collaboration starts when two people agree on a title, how the revenue splits between them, and a dollar amount. Both people sign. Until both have signed, nothing is binding and either of you can walk away or renegotiate.

That signed agreement is between the two of you.We give you the form and we keep a tamper-evident record of it — a “content hash,” which is a fingerprint of the exact text that was signed. If the text were changed later, the fingerprint would no longer match.

The content hash proves that both of you signed one specific document. It does not mean the document is complete, fair, or legally enforceable, and it is not a substitute for legal advice. We are not a party to your agreement and we do not enforce it. If your collaborator breaks the deal, that is a matter between the two of you.

The revenue split is between you and your collaborator. We record the percentage you both agreed to. We do not register it with any PRO, publisher, distributor, or streaming service, we do not collect or pay out streaming or performance royalties, and we take no responsibility for whether the split is honored once the track is released into the world. If you later generate a “split sheet” on Stembiosis, that is a signed record for you to submit yourself to your own distributor or PRO. It is a record, not a legal filing, and we do not send it anywhere.

6. Money: how the payment hold works

For a paid collaboration, one of you (the “funder” — either party can do this) pays the full deal amount through Stripe Checkout. That money is held by Stembiosison our payment processor's platform. It is released to no one until:

• you both approve release — the held amount is paid out, split by the percentages in your signed agreement, minus our fee (see below); or
• you both choose refund — the full amount goes back to the card the funder used, with no fee taken; or
• a master is delivered and neither of you does anything for 14 days — the payment releases automatically per your split; or
• nothing has been delivered for 14 days after funding — the funder can reclaim the full amount on their own, without waiting for the other person; or
• you disagree — one approves release, the other asks for a refund — and the collaboration goes to dispute (section 7).

Understand what the “deal amount” means. The funder pays the whole amount in. On release, each person receives their percentage of it (after the fee). So if the split is 50/50 and the amount is $200, the funder is effectively paying the other person their half. Decide who funds, and what the amount and split are, with that in mind.

Our fee. Stembiosis keeps 5% of the held amount, taken only when a deal completes and the payment is released. It is taken off the top before your split. If the payment is refunded, we keep nothing. Free collaborations have no held funds and no fee. We may change the fee, or offer optional paid plans, in the future — if we do, we will tell you first and it will not affect a deal already funded.

$500 cap during our alpha. The deal amount for any one collaboration is currently capped at $500. We will raise this as the service matures.

To be paid, you must finish Stripe onboarding.Before any payout can reach you, you must connect a Stripe account and complete Stripe's identity and tax verification. This applies even to the funder, because your share comes back to you as a payout, not as a card refund. If a payout cannot be completed because someone has not finished onboarding, the money stays held until they do.

Chargebacks.If the funder reverses their payment through their bank or card issuer after a deal has been released, the funder is responsible for that amount. We may recover it from the funder, pause the funder's account, and take the cost of the chargeback into account in any future dealings.

Payment timing depends on Stripe and on the banks involved and is not something we control or guarantee.

7. Disputes about held funds

If the two of you record different decisions, the collaboration is marked disputed. There is no automated resolution. Email support@stembiosis.com.

What we will do:

• acknowledge your message within 5 business days;
• review the signed agreement and the collaboration's activity log (who did what, and when);
• then either release the held funds per your split, refund them to the funder, or split them — whichever the record best supports.

What we will not do:

• judge whether the music is good or the work is “finished” in a creative sense;
• decide who owns a copyright or whether a sample was cleared;
• enforce your revenue split after the money has been released;
• get involved in anything that happened off Stembiosis.

Our decision is final as to the held funds only. It moves the money; it does not decide any legal claim between you and your collaborator, and you are both free to pursue those claims elsewhere.

8. Content, rights, and what you upload

You warrant that you own or have licensed everything you upload — every stem, loop, vocal take, and any sample contained inside it — and that sharing it with your collaborator onStembiosisdoes not break anyone else's rights. You confirm this for each file at upload. If that is not true, do not upload the file.

How we handle your files.“Preview” files can be downloaded by your collaborator at any time. For “master” files, your browser also makes a deliberately low-quality copy (mono, low bitrate); until the payment is released, that degraded copy is the only thing your collaborator can hear, and the full-quality master cannot be downloaded. We store your files so we can operate the service and make these previews.

Rights between you and your collaborator. What rights transfer to whom when a deal completes — ownership of the master, license to use the vocal, and so on — is whatever your own agreement says. We take no position on it, we do not verify it, and releasing the payment is not us transferring any rights.

The license you give us. You keep everything you upload. You grant Stembiosis only a limited, non-exclusive license to store, copy, and process your files as needed to run the service (hosting, generating previews, showing them to your collaborator, backups). Nothing more. This license ends when the file is deleted, except for backup copies that age out on their normal cycle.

AI training. We do not use your audio, your agreements, or your messages to train artificial-intelligence or machine-learning models, and we do not sell or license your content to anyone else for that purpose.

How long we keep uploads. Stems stay in your collaboration workspace after the collaboration closes so you both keep access to what you exchanged. If you want your uploads removed, email privacy@stembiosis.com and we will delete them, except where we need to keep something to resolve an active dispute, comply with the law, or defend a legal claim. Deleting your account does not automatically delete files from a shared collaboration — ask us and we will handle it.

9. Things you may not do

• Take the deal off-platform to dodge the fee. If you met your collaborator through Stembiosis, run the payment for that work through Stembiosis. Arranging payment outside the platform to avoid the fee is a violation and is grounds for termination.
• Upload anything you do not have the rights to.
• Misrepresent whether a stem was made by a human or generated by AI.
• Impersonate someone else, or lie about your identity or credentials.
• Harass, threaten, or abuse another user.
• Upload malware, try to break or overload the service, scrape it, or probe it for vulnerabilities without permission.
• Use Stembiosis to launder money or for any unlawful purpose.

10. Suspending or closing accounts

You can stop using Stembiosis at any time; email support@stembiosis.com to close your account. We may suspend or close an account that breaks these Terms, that we reasonably believe is being used for fraud or abuse, or that racks up repeat copyright complaints (see our DMCA Policy). If we close your account while you have money held or a payout pending, we will still work through the payout or refund according to the signed agreement and section 7.

11. No warranties

Stembiosisis provided “as is” and “as available.” We do not promise it will be uninterrupted, error-free, or secure, and we make no promises about your collaborators, the quality or originality of their work, or whether any collaboration will succeed. To the fullest extent allowed by law, we disclaim all implied warranties.

12. Limitation of liability

To the fullest extent allowed by law, Derek Vance will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost data, or lost opportunities, arising out of your use of Stembiosis.

Our total liability to you for any claim relating to Stembiosis is capped at the greater of (a) the total fees Stembiosis earned from your collaborations in the 3 months before the claim, or (b) $100. We are not responsible for the conduct of other users or for money you agree to pay a collaborator — the payment hold is the protection we offer, and it works as described in section 6.

13. Indemnification

If someone brings a claim against Stembiosis because of something you did — content you uploaded, rights you did not actually have, a deal you made with a collaborator, or your breach of these Terms — you agree to cover our reasonable costs and losses from that claim.

14. Governing law and disputes with us

These Terms are governed by the laws of the State of Ohio, USA, without regard to conflict-of-laws rules. If you have a dispute with Stembiosis, email legal@stembiosis.com first and give us 30 days to try to resolve it. If that does not work, the dispute will be handled by the state or federal courts located in Ohio, and you and we agree to that venue. Either of us may still bring a qualifying claim in small claims court.

15. Changes to these Terms

We may update these Terms. If we make a material change, we will post the new version here with a new version number and effective date, and we will make a reasonable effort to notify you (for example, by email or a notice in the app). Changes are not retroactive — a collaboration you have already funded stays under the version you accepted when you signed it.

16. The Stembiosis store

Stembiosis may also sell physical merchandise (such as t-shirts) directly. If you buy something:

• Prices are in U.S. dollars and exclude tax and shipping, which are shown at checkout. We may correct pricing errors and cancel or limit orders, including ones that look fraudulent; if we cancel a paid order we refund it.
• Payment is processed by Stripe. Shipping rates and labels are handled through our shipping partner. Delivery estimates are estimates, not guarantees, and risk of loss passes to you when we hand the package to the carrier.
• Returns: unworn, unwashed items in original condition may be returned within 30 days of delivery for a refund to your original payment method once we receive them; you cover return shipping unless the item arrived defective or incorrect. If an item arrives defective, damaged, or wrong, email support@stembiosis.com within 14 days and we will make it right.

17. Contact

Derek Vance (Stembiosis)
Ohio, USA
General: support@stembiosis.com
Legal: legal@stembiosis.com
Privacy: privacy@stembiosis.com
Copyright: dmca@stembiosis.com (see our DMCA Policy)