Terms of Service

Introduction

Welcome to Sync Valuations. By engaging our services or using our website, you agree to these Terms of Service. Sync Valuations provides independent expert valuation services in connection with commercial music use disputes, licensing claims, and related proceedings, including Valuation Matrices, Sync Valuation Reports, Expert Oversight engagements, and Advisory & Correspondence work. These services are intended exclusively for use by companies, law firms, brands, advertising agencies, rights holders, insurers, independent professionals, and their authorised representatives. If any part of these Terms is not agreeable to you, please discontinue your use of our services.

Definitions

"Sync Valuations" or "Services"

All valuation work, reports, assessments, methodologies, tools, and related content provided by Ringo B.V. under the Sync Valuations brand, including the xSV™ framework and any associated website features.

"User" or "Client"

The company, law firm, brand, advertising agency, rights holder, insurer, independent professional, or authorised representative accessing or using the Services.

"Deliverable"

Any output produced by Ringo B.V. under an Engagement, including but not limited to a Valuation Matrix, Sync Valuation Report, Expert Oversight work product, or Advisory & Correspondence work as defined below.

"Valuation Matrix"

A standalone one-page sync license pricing grid produced for early-stage case assessment, covering applicable territories and licence terms. A Valuation Matrix is a summary-level Deliverable and does not constitute a full Sync Valuation Report.

"Sync Valuation Report"

A court-ready independent expert witness report combining artist profile, song sync score, usage analysis, and xSV™ pricing logic. Intended for use in legal proceedings, settlement negotiations, and insurance assessments.

"Expert Oversight"

A service engagement in which Ringo B.V. provides expert witness support, including valuation review, challenge response, deposition preparation, or testimony. Expert Oversight is a time-based service engagement governed by the specific terms agreed in writing at the time of instruction, supplemented by these Terms of Service.

"Advisory & Correspondence"

Ad hoc advisory work and expert correspondence commissioned on a per-instruction basis, including responses to opposing counsel's counter-arguments, expert letters, position statements, and other written communications in connection with a commercial music use dispute or licensing matter.

"Engagement"

A confirmed commission for any Deliverable or Expert Oversight service, constituted when Ringo B.V. accepts a brief and issues a fee confirmation, and the Client proceeds with that confirmation.

"Initial Draft"

The first complete version of a Valuation Matrix or Sync Valuation Report transmitted to the Client for review. Transmission of the Initial Draft constitutes the first act of Delivery under these Terms.

"Revision Round"

A single cycle of written Client feedback followed by a corresponding update to the Deliverable by Ringo B.V. A Revision Round addresses factual corrections, scope clarifications, and formatting adjustments; it does not extend to requests to alter the assessed valuation for commercial or strategic reasons.

"Final Version"

The completed Deliverable issued by Ringo B.V. following the conclusion of any applicable Revision Rounds, or, where no revisions are requested, the Initial Draft itself.

"Delivery"

The transmission of an Initial Draft, revised version, or Final Version of a Deliverable to the Client by email or other agreed channel. A Deliverable is deemed delivered at the time of transmission, regardless of whether it has been opened or acknowledged.

"Cancellation Fee"

A cancellation charge applied where an Engagement is terminated after work has commenced, as further described in the Cancellation Policy below.

"Engagement Fee"

The total fee agreed between Ringo B.V. and the Client for any commissioned work under a specific Engagement.

Services

Sync Valuations offers four categories of service:

Valuation Matrix

A preliminary, one-page sync license pricing grid for early-stage case assessment. Provides indicative fee ranges across territories and licence terms. Suitable for initial case screening, pre-litigation assessment, and settlement scoping. Not a substitute for a full Sync Valuation Report where court-ready expert evidence is required.

Sync Valuation Report

A comprehensive, court-ready independent expert witness report produced using the xSV™ methodology, combining artist profile analysis, Song Sync Score, usage context analysis, and defensible pricing logic.

Expert Oversight

Specialist expert witness support for live proceedings, including valuation challenge response, deposition preparation, and testimony. Expert Oversight engagements are scoped and priced individually, with terms agreed in writing prior to commencement.

Advisory & Correspondence

Ad hoc expert advisory work and written correspondence commissioned on a per-instruction basis. Includes responses to opposing counsel's counter-arguments, expert position letters, challenge rebuttals, and other written communications in connection with a commercial music use dispute or licensing matter. Carries the same standards of independence and professional rigour as all other Deliverables.

User Eligibility

Access to Sync Valuations is restricted to professionals and organisations acting in a business capacity, including but not limited to law firms, brands, advertising agencies, rights holders, insurers, and independent consultants. The Services are not intended for personal, household, or consumer use. By using our Services, you represent that you are acting in a professional capacity and have the authority to bind yourself or your organisation to these Terms of Service.

Engagement and Fees

An Engagement is formed when Ringo B.V. issues a fee confirmation and the Client confirms their instruction to proceed, whether by written confirmation, payment of a deposit, or other affirmative act. At that point, Ringo B.V. commits resources to the commission and the terms of this agreement become binding on both parties.

Engagement Fees are quoted on a per-Engagement basis and reflect the Deliverable type, scope, territory, and usage parameters specified at the time of instruction. A Valuation Matrix and a Sync Valuation Report are separately scoped and priced; a Valuation Matrix does not convert into a Sync Valuation Report without a new Engagement and fee agreement. Any material change to the scope after an Engagement has commenced may result in a revised fee, communicated in writing prior to proceeding.

Expert Oversight engagements are scoped and priced individually based on the nature and volume of work required.

Payment terms are as stated on the applicable invoice. Ringo B.V. reserves the right to withhold Delivery of a completed Deliverable until outstanding fees have been settled in full.

Invoicing Details

The Client is responsible for providing accurate and complete invoicing information prior to or at the time of confirming an Engagement — including full legal entity name, registered business address, and VAT registration number where applicable. Ringo B.V. cannot be held responsible for any delay in invoicing, payment processing, or Delivery caused by the Client's failure to provide this information promptly.

Payment Condition on Use

No licence to use, rely upon, submit, disclose, or otherwise deploy any Deliverable is granted until the Engagement Fee for the relevant Engagement has been paid in full. A Deliverable transmitted to the Client prior to receipt of full payment remains the exclusive intellectual property of Ringo B.V. and may not be used for any purpose until payment has been received and confirmed. Any use of a Deliverable before full payment constitutes an infringement of Ringo B.V.'s intellectual property rights and may result in legal action.

Cancellation Policy and Fees

Cancellation Before Delivery

If a Client cancels an Engagement after work has commenced but before Delivery of the Initial Draft, a Cancellation Fee of 50% of the agreed Engagement Fee is immediately due and payable. Work is deemed to have commenced upon Ringo B.V.'s acceptance of the brief and confirmation of the Engagement.

For Expert Oversight engagements, cancellation after commencement of work will result in a charge for all time and disbursements incurred up to the date of cancellation, as set out in the relevant engagement letter.

Cancellation must be submitted in writing to nicholas@syncvaluations.com. Cancellation Fee invoices will be issued within five (5) business days of receipt of the cancellation notice and are payable within fourteen (14) days. No Cancellation Fee applies if cancellation is received before Ringo B.V. has confirmed acceptance of the brief and commenced work.

Cancellation After Delivery of the Initial Draft

Once the Initial Draft of any Deliverable has been delivered to the Client, the full Engagement Fee is non-refundable. This applies irrespective of whether the Client elects to proceed to any Revision Rounds, whether the Client ultimately uses the Final Version, whether the assessed fee range aligns with the Client's expectations or litigation strategy, or any other reason. Delivery of the Initial Draft constitutes sufficient performance by Ringo B.V. to render the full Engagement Fee due and payable.

Where the Client has paid only a deposit at the time the Initial Draft is delivered, the outstanding balance of the Engagement Fee becomes immediately due upon Delivery of the Initial Draft.

Delivery Process and Revision Rounds

Valuation Matrix: Delivered as a single Initial Draft. One Revision Round is included within the Engagement Fee to address factual corrections and scope adjustments. The revised version constitutes the Final Version.

Sync Valuation Report: (1) Ringo B.V. delivers an Initial Draft; (2) the Client provides written feedback within twenty-one (21) days; (3) Ringo B.V. incorporates feedback and delivers an updated version; (4) a second round of feedback and incorporation may follow on the same terms; (5) Ringo B.V. delivers the Final Version. Up to two Revision Rounds are included within the Engagement Fee.

Feedback not received within twenty-one (21) days of a draft delivery may, at Ringo B.V.'s discretion, be treated as acceptance of that version. Additional revision requests beyond those included in the Engagement Fee will be quoted separately.

No Revisions on Commercial Grounds

Cancellation or requests for revision based solely on dissatisfaction with the assessed valuation outcome will not be accepted as grounds for fee reduction, waiver, or refund. A Revision Round may not be used to request changes to the assessed fee range for commercial or strategic reasons.

Independence and Finality of Valuations

Expert Independence

Sync Valuations operates as an independent expert service. All Deliverables represent the independent professional assessment of Ringo B.V., based on available market data, published industry benchmarks, and the proprietary xSV™ methodology. Our valuations are not produced in the interests of any party to a dispute and are not subject to direction by the Client.

Ringo B.V. does not adjust, inflate, or deflate valuations to align with a Client's preferred outcome, anticipated litigation position, or settlement strategy. Any instruction or request to modify an assessed fee range for commercial or strategic reasons — rather than on the basis of factual error or materially new data — will be declined.

Finality of Delivered Reports

The Final Version of any Deliverable is issued as final upon Delivery. Following Delivery of the Final Version, Ringo B.V. will consider requests for correction only where a Client identifies a material factual error (e.g. an incorrect usage period, territory, or streaming dataset), supported by documentary evidence. Such requests must be submitted in writing within fourteen (14) days of Delivery of the Final Version. Requests that challenge the assessed value on the grounds that the figure is considered too high or too low will not be accepted at any stage.

Preliminary Nature of the Valuation Matrix

A Valuation Matrix is a preliminary assessment tool and does not carry the same evidentiary weight as a Sync Valuation Report. Where a Client obtains a Valuation Matrix and subsequently commissions a Sync Valuation Report for the same track and usage, the fees are separate; the Valuation Matrix fee is not credited toward the Sync Valuation Report fee unless expressly agreed in writing by Ringo B.V. in advance. Assessed values in a Valuation Matrix may differ from those in a subsequently produced Sync Valuation Report; such differences do not constitute a factual error in either Deliverable.

Client's Right Not to Use a Deliverable

Clients are under no obligation to deploy, submit, or rely upon any Deliverable in any proceeding, negotiation, or communication. The decision to use a Deliverable is entirely at the Client's discretion. The non-refundable nature of the Engagement Fee reflects the professional work invested in producing the Deliverable, not an obligation on the Client to use it.

Expert Valuation, Not Legal Advice

Sync Valuations provides independent expert valuations of sync license fees. Our Deliverables are methodologically defensible documents designed to support legal proceedings, settlement negotiations, and insurance assessments. They are not legal opinions and do not constitute legal advice.

Our valuations establish the hypothetical market value of a sync license — the fee that would have been agreed upon between a willing licensor and a willing licensee at the time of use. This economic determination is separate from, and does not replace, legal counsel on questions of liability, damages, or litigation strategy.

Users are solely responsible for obtaining independent legal advice regarding the use of our Deliverables in any proceedings.

Intellectual Property Rights

The structure, selection, arrangement, analytical framework, and all content of any Deliverable — including the xSV™ framework, scoring methodology, Valuation Matrices, Sync Valuation Reports, Expert Oversight work product, and Advisory & Correspondence materials — are the exclusive intellectual property of Ringo B.V. and protected by applicable intellectual property laws.

We grant you a limited, non-exclusive, non-transferable licence to use our Deliverables for the specific professional purpose for which they were commissioned. This licence is conditional upon receipt of full payment of the Engagement Fee. Deliverables may be submitted as evidence in legal proceedings for the matter for which they were commissioned. Use in other proceedings, or by parties other than the commissioning Client, requires separate written authorisation from Ringo B.V.

No Reproduction

Deliverables may not be reproduced, copied, published, forwarded, or distributed beyond the scope of the Engagement for which they were commissioned, without the prior written consent of Ringo B.V. Sharing a Deliverable with co-counsel, instructing parties, or insurers directly involved in the matter for which it was commissioned is permitted. Any other disclosure requires express written authorisation.

Third-Party Materials

Deliverables may incorporate or reference third-party materials including streaming data, chart data, industry benchmark extracts, images, and artwork. Such materials remain the property of their respective owners and are included solely for identification, contextualisation, and analytical purposes. The Client is responsible for any additional rights or clearances required if a Deliverable is used in a manner that goes beyond the analytical purposes for which it was produced.

Prohibition on AI Training

Users are strictly prohibited from using the Services, their outputs, or any data obtained through Sync Valuations to train, test, or develop artificial intelligence or machine learning models. Any such use constitutes a material breach of these Terms of Service and may give rise to liability for damages.

Data Integrity and Accuracy

While Sync Valuations applies rigorous methodology to all valuations, we do not guarantee that our Deliverables will be accepted by any particular court, tribunal, or regulatory body. Acceptance of expert evidence is at the discretion of the relevant adjudicating authority.

Our valuations are based on available market data, industry benchmarks, and professional judgment at the time of assessment. Actual licensing fees negotiated between parties may vary from our estimates. Users are responsible for independently verifying that our Deliverables are appropriate for their specific use case.

Disclaimer of Warranty

The Services are provided "as is" and "as available." Sync Valuations disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Your use of the Services is at your sole discretion and risk.

Errors, Omissions, and Limitation of Liability

No Liability for Errors and Omissions

Sync Valuations makes no representation or warranty that any Deliverable is free from errors, omissions, or inaccuracies. All valuations are based on data available at the time of assessment, professional judgment, and publicly available industry benchmarks. Despite the rigour of our methodology, market data may be incomplete, streaming metrics may fluctuate, and industry standards may evolve. Ringo B.V. accepts no liability for any loss, damage, or adverse outcome — whether in litigation, settlement, or otherwise — arising from errors, omissions, or inaccuracies in any Deliverable, howsoever caused.

No Consequential or Indirect Liability

To the maximum extent permitted by applicable law, Ringo B.V. shall not be liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or in connection with the Services or any Deliverable, including but not limited to: loss of revenue, loss of profit, loss of anticipated savings, loss of business opportunity, reputational harm, adverse litigation outcomes, unfavourable court or arbitral decisions, settlement shortfalls, or any reliance placed on a Deliverable by any third party. This exclusion applies regardless of whether such damages were foreseeable.

Liability Cap

In no event shall Ringo B.V.'s total aggregate liability to any Client in connection with any Engagement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — exceed the Engagement Fee paid by the Client for the specific Engagement giving rise to the claim. Where no Engagement Fee has been paid, liability is capped at one hundred Euros (€100). This cap applies per Engagement and does not accumulate across multiple Engagements.

Indemnification

You agree to indemnify, defend, and hold harmless Ringo B.V., its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses arising from your use of the Services, your violation of these Terms of Service, or your infringement of any rights of any third party.

Privacy and Data Protection

Your privacy is important to us. Please review our Privacy Policy to understand how we collect, use, store, and protect your personal data. We comply with the General Data Protection Regulation (GDPR) and other applicable data protection laws.

Modification of Terms

We may update these Terms of Service periodically. For significant changes, we will provide advance notice via email or through our website. Continued use of the Services after changes are made constitutes your acceptance of the updated terms.

Termination

We reserve the right to terminate or suspend your access to the Services at our sole discretion, without prior notice, for any reason, including violation of these Terms of Service. Termination of access does not relieve the Client of any outstanding payment obligations, including applicable Cancellation Fees, incurred prior to termination.

You may terminate your engagement with us at any time by contacting nicholas@syncvaluations.com. Termination of an active Engagement is subject to the Cancellation Policy set out above.

Governing Law and Dispute Resolution

These Terms of Service are governed by the laws of The Netherlands. Any disputes arising from these Terms or your use of the Services shall be resolved through binding arbitration under the rules of the Netherlands Arbitration Institute, in Amsterdam, The Netherlands, conducted in English. If arbitration is not permitted by law, you agree to submit to the exclusive jurisdiction of the courts in Amsterdam, The Netherlands.

Severability and Entire Agreement

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force. These Terms of Service, together with our Privacy Policy and any applicable engagement letter, constitute the entire agreement between you and Ringo B.V. regarding your use of Sync Valuations.

Contact

Ringo B.V. (operating as Sync Valuations)
Fannius Scholtenstraat 61 B, 1051 EV Amsterdam, The Netherlands
KvK: 83776362
nicholas@syncvaluations.com

By engaging Sync Valuations, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.