Songscription, Inc. Terms of Service

The Service offers AI-driven music tools that, among other things, enable users to automatically transcribe audio files into sheet music and various digital formats (e.g., MIDI) (“Output”). The Service includes the Songscription web application and the AnythingPiano mobile application (the “App”), which allows users to practice piano by creating transcriptions, recording audio playback of their practice sessions, and receiving feedback comparing their performance against transcriptions.

“Credit” or “Credits” shall mean a unit of value that may be redeemed for Eligible Services, including Transactions and other uses as specified on the Service. Credits include both Purchased Credits and Subscription Credits (each as defined below). Unless otherwise specified, references to “Credits” in these Terms apply to both Purchased Credits and Subscription Credits. Credits have no cash value, are not legal tender, and are not redeemable for cash except as required by applicable law.

“Purchased Credits” shall mean Credits that you acquire through a Credit Purchase (i.e., by paying for them directly through the Service). Purchased Credits do not expire while your account remains active and in good standing, except as set forth in Section 4.8.

“Subscription Credits” shall mean Credits that are allocated to your account as part of a Subscription Service tier, as described on the Service pricing page. Subscription Credits are provided at no additional charge beyond your Subscription fee and expire at the end of each Billing Period (as defined in Section 4.3) in which they are allocated. Subscription Credits do not roll over to subsequent Billing Periods and are forfeited if unused by the end of the applicable Billing Period.

“Credit Balance” shall mean the total number of unused Credits associated with your account at any given time, as displayed in your account interface.

“Credit Purchase” shall mean any transaction in which you purchase Credits for use on the Service, whether by credit card, debit card, in-app purchase, or other payment method accepted by Company.

“Eligible Service” shall mean any Service feature, output, Transaction, or functionality that Company designates as redeemable with Credits, as specified on the Service or in the applicable product interface at the time of redemption.

“Transaction” shall mean an individual a la carte purchase or redemption—whether paid directly or via Credits—for a single output, such as a digital sheet music edition produced by a User prompt.

“Audio Recording” shall mean any audio captured through the App’s microphone functionality, including recordings of a user’s piano practice sessions or other playback.

“Performance Data” shall mean any data, metrics, feedback, or analysis generated by the Service comparing a user’s Audio Recording to a Transcription, including accuracy scores, timing analysis, and suggested corrections.

“Transcription” shall mean any musical notation, sheet music, or digital representation of a musical work created by a user within the App, as distinct from Output generated automatically by the Service’s AI.

You must be at least 18 years old to use the Service. If you are under 18 but at least 13 years old, you may use the Service only with the consent and under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms on behalf of a minor, you are fully responsible for the minor’s use of the Service, including all financial charges and legal liability. By agreeing to these Terms, you represent and warrant to us that:

(a) you are at least 18 years old;

(b) you have not previously been suspended or removed from the Service;

(c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations;

(d) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and

(e) you are not listed on any U.S. Government list of prohibited or restricted parties.

(f) if you are a parent or legal guardian consenting on behalf of a minor, you have read and understood these Terms and agree to be bound by them on behalf of such minor.

If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@songscription.ai.

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.

4.1 Price

Company reserves the right to determine pricing for the Service. Company will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. Company may change the fees for any feature of the Service, including additional fees or charges, if Company gives you advance notice of changes before they apply. Company, at its sole discretion, may make promotional offers with different features and different pricing to any of Company’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

4.2 Authorization

You authorize Company to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Company, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Company may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

4.3 Subscription Service

The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. Subscription Periods may be offered on a monthly or annual basis, as specified on the applicable pricing page. If you select an annual Subscription Period, you will be billed for the full annual fee at the beginning of each Subscription Period. If you activate a Subscription Service, then you authorize Company or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. For information on the “Subscription Fee”, please see our pricing page at https://www.songscription.ai/pricing. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Company or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service by either cancelling your subscription within the account interface of the Service or by contacting us at support@songscription.ai. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.

4.4 Delinquent Accounts

Company may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of the unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Company reserves the right to delete your account and any information or User Content (defined below) associated with your account without any liability to you.

4.5 Credit Purchases and A La Carte Transactions

Purchase of Credits. You may purchase Credits through the Service for use with the A La Carte Service and other Eligible Services. Credits are sold in denominations and at prices published on the Service at the time of purchase. Company reserves the right to modify Credit pricing at any time; provided, however, that any price changes will apply only to Credits purchased after such changes become effective and will not affect Credits previously purchased.

Payment Terms. All Credit Purchases are subject to the authorization and payment provisions set forth in Section 4.2 (Authorization). By completing a Credit Purchase, you authorize Company to charge the applicable amount, including all applicable taxes, to the payment method specified in your account. Credit Purchases made through third-party app stores (e.g., Apple App Store, Google Play) are subject to the payment terms of such platforms, and any disputes regarding payment must be resolved with the applicable platform.

Taxes. You are responsible for any applicable sales, use, value-added, or other taxes imposed on your Credit Purchase, unless Company is legally required to collect and remit such taxes on your behalf. All prices displayed are exclusive of applicable taxes unless otherwise stated.

Receipt and Confirmation. Following a Credit Purchase, Company will issue you an electronic receipt or confirmation to the email address associated with your account. You are responsible for retaining a copy of your receipt for your records.

Currency. All Credit Purchases are denominated and payable in U.S. Dollars unless otherwise specified on the Service.

4.6 Credit Usage and Redemption

Redemption. Credits may be redeemed for Eligible Services as designated by Company on the Service. The number of Credits required for each Eligible Service will be displayed at the time of redemption. Company reserves the right to modify the Credit redemption rates for any Eligible Service at any time; provided, however, that such changes will apply prospectively and will not affect Transactions for which Credits have already been redeemed.

Credit Balance. You may view your current Credit Balance at any time through your account interface. Company will use commercially reasonable efforts to maintain accurate Credit Balance records; however, in the event of a discrepancy, Company's records will control unless you can demonstrate manifest error.

Eligible Services. Not all Service features may be redeemable with Credits. Company will designate which features constitute Eligible Services and may modify the scope of Eligible Services from time to time. For the avoidance of doubt, Credits may not be redeemed for Subscription Service fees unless Company expressly permits such redemption.

Restrictions on Use. You may redeem Credits only for your own personal, non-commercial use, consistent with the license granted in Section 5.1 (Limited License). You may not use Credits to generate, download, or access Digital Sheet Music Files or Outputs for any commercial purpose, including sale, sublicense, or redistribution, except as expressly permitted by Company.

Order of Application. Unless otherwise specified, when you redeem Credits for an Eligible Service, Company will apply Credits in the following order: (i) first, any Subscription Credits allocated in the current Billing Period (applied on a first-in, first-out basis within that category); and (ii) second, any Purchased Credits (applied on a first-in, first-out basis within that category). This order of application is designed to ensure that expiring Subscription Credits are used before non-expiring Purchased Credits.

Minimum Balance. If your Credit Balance is insufficient to complete a Transaction, Company may offer you the option to (i) purchase additional Credits to complete the Transaction or (ii) pay any remaining balance via an alternative payment method, in each case subject to availability and applicable fees.

4.7 Non-Transferability

No Transfer. Credits are personal to you and may not be sold, assigned, transferred, gifted, traded, bartered, or otherwise conveyed to any other person or entity, whether for value or otherwise, except as expressly permitted by Company or required by applicable law. Any purported transfer in violation of this Section 4.7 shall be void and may result in forfeiture of the transferred Credits and suspension or termination of your account.

No Combining. Credits may not be combined across multiple accounts. Each account's Credit Balance is independent, and Company will not merge Credit Balances under any circumstances.

Account Access. Credits may only be redeemed by the account holder associated with the Credit Purchase. You are responsible for maintaining the security of your account credentials; any use of Credits by a person accessing your account with your credentials will be deemed authorized use.

4.8 Non-Refundability and Forfeiture

Non-Refundable. ALL CREDIT PURCHASES ARE FINAL AND NON-REFUNDABLE, EXCEPT AS REQUIRED BY APPLICABLE LAW. Company will not provide refunds or credits for any unused Credits, partially used Credits, or Credits that have expired or been forfeited, except as required by law.

Expiration of Purchased Credits. Purchased Credits do not expire while your account remains active and in good standing, except as follows:

If your account is terminated by Company for breach of these Terms, all Credits associated with your account (including both Purchased Credits and any remaining Subscription Credits) will be forfeited immediately upon termination without refund.

If your account remains inactive (i.e., no login, Credit Purchase, or Transaction) for a continuous period of twenty-four (24) months, Company may, upon thirty (30) days' prior notice to the email address associated with your account, deem your Credits abandoned and forfeit such Credits in accordance with applicable state unclaimed property (escheatment) laws.

California Residents: Notwithstanding the foregoing, if you are a California resident, your Purchased Credits will not expire due to inactivity, and Company will not impose any dormancy, service, or inactivity fees on your Purchased Credit balance, in accordance with California Civil Code Section 1749.45 et seq. Company may, however, be required to remit the cash value of unredeemed Purchased Credits to the State of California as unclaimed property after the statutory dormancy period.

Expiration of Subscription Credits. Subscription Credits expire automatically at the end of each Billing Period in which they are allocated. Unused Subscription Credits do not roll over to subsequent Billing Periods and are not refundable, convertible to Purchased Credits, or redeemable for cash. You acknowledge that Subscription Credits are a use-it-or-lose-it benefit included in your Subscription and that Company has no obligation to refund, credit, or compensate you for any expired Subscription Credits. The expiration of Subscription Credits at the end of each Billing Period applies to all users, including California residents, because Subscription Credits are not “purchased” within the meaning of California Civil Code Section 1749.5 but are instead a component of your Subscription Service benefit.

Forfeiture Upon Termination. If these Terms are terminated for any reason (whether by you or by Company), or if your account is suspended or terminated for violation of these Terms, all unused Credits in your account—including both Purchased Credits and Subscription Credits—will be forfeited without refund, except as required by applicable law. You acknowledge that Company's termination rights under Section 13.2 (Termination) apply to Credits, and you will not be entitled to any refund, credit, or compensation for forfeited Credits.

Promotional Credits. Company may, from time to time, issue promotional or bonus Credits (“Promotional Credits”) at no charge. Promotional Credits may be subject to additional terms, including expiration dates, usage restrictions, and forfeiture conditions, which will be specified at the time of issuance. Promotional Credits may not be combined with Purchased Credits for purposes of determining refund eligibility, if any. Unless otherwise specified, Promotional Credits will be applied after Subscription Credits but before Purchased Credits when redeeming for Eligible Services.

4.9 Credit System Modifications

Changes to Credit Program. Company reserves the right to modify, suspend, or discontinue the Credit system, in whole or in part, at any time and for any reason, with or without notice. In the event Company discontinues the Credit system entirely, Company will use commercially reasonable efforts to provide you with at least thirty (30) days' prior notice and, during such notice period, you will have the opportunity to redeem any unused Credits for Eligible Services. After such notice period, any remaining unredeemed Credits may be forfeited without refund, except as required by applicable law.

No Vested Rights. You acknowledge that Credits do not constitute property and that you have no ownership interest, vested right, or entitlement in or to any Credits, Credit Balance, or the Credit system. The Credit system is a convenience feature provided at Company's sole discretion.

4.10 Subscription Credits

Subscription Credits. Certain Subscription tiers may include an allocation of Subscription Credits as part of the Subscription benefits; the number of Subscription Credits included in each tier (if any) is described on the Service pricing page and may be modified from time to time.

Subscription Benefits and Subscription Credits. If you are a Subscriber, certain Service features may be included in your Subscription without requiring Credit redemption, and your Subscription tier may include an allocation of Subscription Credits each Billing Period. The scope of features and the number of Subscription Credits (if any) included in each Subscription tier (e.g., Plus Tier, Pro Tier) is described on the Service pricing page and may be modified from time to time. Subscription Credits are allocated at the beginning of each Billing Period and expire at the end of that Billing Period as set forth in Section 4.8(c).

Credits for Subscription Overage. If your Subscription tier includes usage limits (e.g., minutes of transcribed audio per month), you may, at Company's sole discretion, have the option to use Credits to access additional usage beyond your Subscription limits. Company will disclose whether and when such overage redemption is available on the Service.

Subscription Cancellation. Cancellation of your Subscription Service will not affect your Purchased Credit balance, which will remain available for redemption on the A La Carte Service so long as your account remains active and in good standing, subject to the expiration and forfeiture provisions in Section 4.8. Upon cancellation of your Subscription, any unused Subscription Credits will expire immediately and will not be refunded, converted to Purchased Credits, or otherwise compensated. You will not receive any new Subscription Credits after the effective date of cancellation.

4.11 California Consumer Disclosures

No Expiration for California Residents (Purchased Credits Only). If you are a California resident, your Purchased Credits will not expire solely due to the passage of time or account inactivity, in accordance with California law. Your Purchased Credits may, however, be forfeited upon termination of your account for breach of these Terms or as otherwise permitted by law. For the avoidance of doubt, Subscription Credits are not “purchased” within the meaning of California Civil Code Section 1749.5 and are instead a component of your Subscription Service benefit; accordingly, Subscription Credits will expire at the end of each Billing Period as set forth in Section 4.8(c), regardless of your state of residence.

No Service Fees. Company will not impose any service fee, dormancy fee, inactivity fee, or other periodic charge that reduces your Purchased Credit balance solely due to the passage of time or inactivity, except as required for remittance to the State of California under unclaimed property (escheatment) laws. The monthly expiration of Subscription Credits under Section 4.8(c) is not a “service fee” or “inactivity fee” but is instead a feature of the Subscription Credit benefit structure.

Cash Redemption. If you are a California resident and your Purchased Credit balance has a cash value of less than ten dollars ($10.00), you may request that Company redeem your remaining Purchased Credits for cash. To request cash redemption, contact Company at support@songscription.ai with your account information and a statement requesting cash redemption. Company will process valid requests within a reasonable period, not to exceed thirty (30) days, and will remit payment to you by check, ACH, or another reasonable method. Subscription Credits are not eligible for cash redemption because they are not purchased and have no independent cash value.

Right of Rescission. Except as required by applicable law, there is no “cooling-off” period for Credit Purchases, and all Credit Purchases are final upon completion. California residents may, however, have additional rights under the California Consumer Privacy Act (CCPA) and California Civil Code Section 1789.3. If you are a California resident and have a complaint regarding the Service, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210.

Disclosure of Terms. The material terms governing Credits—including purchase, redemption, expiration, forfeiture, and non-transferability—are set forth in this Section 4 and are incorporated into these Terms. Company will provide clear disclosure of Credit pricing and redemption rates on the Service at the time of purchase and redemption.

5.1 Limited License

Subject to your complete and ongoing compliance with these Terms, Company grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

(a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control;

(b) access and use the Service.

5.2 License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not:

(a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service;

(b) make modifications to the Service;

(c) interfere with or circumvent any feature of the Service, including any security or access control mechanism;

(d) use the Service to distribute, sell, license, or otherwise commercialize User Content in a manner that violates applicable copyright laws or the rights of any third party.

If you are prohibited under applicable law from using the Service, then you may not use it.

5.3 Feedback

We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to use the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

The Service is owned and operated by Company. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Company (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Company or its third-party licensors. Except as expressly authorized by Company, you may not make use of the Materials. There are no implied licenses in these Terms and Company reserves all rights to the Materials not granted expressly in these Terms.

7.1 Third-Party Services and Linked Websites

Company may provide tools through the Service that enable you to export information, including User Content, to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service, such as Facebook or X, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize that Company transfer that information to the applicable third-party service. Third-party services are not under Company’s control, and, to the fullest extent permitted by law, Company is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Company’s control, and Company is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Company will have no control over the information that has been shared.

7.2 Third-Party Software

The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

7.3 Mobile Application Distribution and Third-Party Platform Terms

The App may be made available through third-party application distribution platforms, including the Apple App Store and Google Play Store (each, an “App Store”). Your use of the App is subject to the usage rules and terms of service of the applicable App Store from which you download the App. In the event of any conflict between these Terms and the applicable App Store terms with respect to your use of the App, the App Store terms shall govern solely to the extent required by such App Store. You acknowledge that these Terms are between you and Company only, and not with any App Store operator. The App Store operator is not responsible for the App, its content, or any claims related thereto.

7.4 Mobile Device Permissions

The App may request access to certain features and data on your mobile device, including: (a) Microphone: to record Audio Recordings of your practice sessions for comparison against Transcriptions; (b) Storage: to save Transcriptions, Audio Recordings, and Performance Data locally on your device; (c) Camera: to scan sheet music or other materials; and (d) Network Access: to sync your data with the Service, upload Audio Recordings to our servers for processing, download content, and enable online features. You may manage these permissions through your device settings. Certain features of the App may not function properly if you deny or revoke the requested permissions. Your grant of permissions does not expand the license you grant to Company beyond what is set forth in Section 8.2.

7.5 Offline Functionality

Certain features of the App may be available for offline use, including accessing previously downloaded Transcriptions, reviewing cached Performance Data, and creating new Audio Recordings. Offline functionality may be limited and may require periodic internet connectivity to sync data, upload Audio Recordings for processing, validate your subscription status, or access certain features. Content created or modified while offline will be synced to the Service when internet connectivity is restored, subject to your account status and storage limitations. Company is not responsible for any data loss resulting from failure to sync offline content or from deletion of locally stored data.

7.6 Third-Party Analytics and Crash Reporting

The App uses third-party analytics services, including Amplitude, to collect information about how users interact with the App. This information helps us understand usage patterns, improve the App, and troubleshoot issues. We may also use crash reporting tools to collect diagnostic information when the App experiences errors. The information collected by these third-party services may include device identifiers, usage data, and technical information about your device and operating system. For more information about how these third parties handle your data, please refer to their respective privacy policies. Our use of your information is also governed by our Privacy Policy.

8.1 User Content Generally

Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including video, or audio (including sound or voice recordings, Audio Recordings, and musical recordings embodied in the video or audio), images, folders, data, text, Transcriptions, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.

8.2 Limited License Grant to Company

By Posting User Content to or via the Service, you grant Company a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, train or improve our AI or machine learning models, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed solely to operate, provide, maintain, protect, improve, and promote the Service. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Company’s exercise of the license set forth in this Section.

8.3 Ownership of Performance Data

Performance Data is generated by the Service based on your Audio Recordings and Transcriptions. You acknowledge and agree that Performance Data is derived content created by Company’s proprietary algorithms and technology. As between you and Company, Company owns all right, title, and interest in and to the Performance Data, including any aggregated, anonymized, or statistical analyses derived therefrom. Company grants you a limited, non-exclusive, non-transferable license to access and view your Performance Data through the Service solely for your personal, non-commercial use. Company may use Performance Data (in aggregated, anonymized, or de-identified form) to improve the Service, develop new features, and for research and analytical purposes.

8.4 Specific Rules for Musical Works and for Recording Artists

If you are a composer or author of a musical work and have granted non-exclusive rights to a Performing Rights Organization (“PRO”), then you must notify your PRO of the royalty-free license you grant through these Terms to Company. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher or a PRO, then you must obtain the consent of that music publisher or PRO to grant the royalty-free license(s) set forth in these Terms or have that music publisher or PRO enter into these Terms with Company. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant Company the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you have to your record label, including if you create any new recordings through the Service that may be claimed by your label. Finally, if you wish to perform a cover song and Post it to the Service, you are responsible for securing all rights in and to the underlying musical work before Posting your recording or performance of that musical work to the Service.

If you use the App to create Transcriptions or record Audio Recordings, you represent and warrant that: (a) you have all necessary rights to create Transcriptions of any musical works you transcribe, including any rights required from music publishers, PROs, or other rights holders; (b) any Audio Recordings you create do not infringe the rights of any third party, including the owners of any musical works you perform; and (c) you will not use the App to circumvent technological protection measures or to create unauthorized copies of copyrighted works. You acknowledge that creating a Transcription of a copyrighted musical work may require a license or permission from the rights holder, and that the Service does not grant you any such license or permission.

8.5 You Must Have Rights to the Content You Post; User Content Representations and Warranties

You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content, including in all ambient music and underlying musical works embodied in any sound recording. Company disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

(a) You are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Company and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Company, the Service, and these Terms;

(b) Your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not:

(i) Infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right;

(ii) Slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person;

(iii) Include objectionable, obscene, or pornographic content; or

(iv) Cause Company to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties.

(c) Your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

(d) Your use of the Service, including any Output, is strictly for your own private, non-commercial use. If you make User Content or related Output available publicly or share it beyond private use, you represent and warrant that such sharing does not require payment by Company of any royalties, fees, or other amounts to any third party, and that you have all necessary permissions for public display, performance, and communication to the public of the content as shared. Without limiting the foregoing, you may not use any Output to train, finetune, or develop any machine learning or artificial intelligence model or otherwise ingest Output into any machine learning or artificial intelligence model.

(e) To the extent your User Content or related Output embodies the works of third parties, nothing about your use of the Service grants you additional rights to such works.

(f) Company shall have the right to include watermarks or other identifying marks or data in Output, and you agree not to remove or circumvent such measures.

8.6 User Content Disclaimer

We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Company may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. Company shall have no obligation to you, including to make any refunds, for the removal of User Content or Outputs or inability to access such User Content or Output, which may vary by user and location. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Company with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Company does not permit infringing activities on the Service.

8.7 Monitoring Content

Company does not control and does not have any obligation to monitor:

(a) User Content;

(b) any content made available by third parties;

(c) the use of the Service by its users.

You acknowledge and agree that Company reserves the right to, and may from time to time, monitor any and all information, including User Content, transmitted or received through the Service for operational and other purposes. If at any time Company chooses to monitor the content, then Company still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Company may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service or related Output without any liability to the user who Posted such User Content to the Service or to any other users of the Service.

8.8 Sharing

Sharing and Visibility. The Service may enable you to share User Content and Outputs (including sheet music and audio playback) with others, including by link sharing, collaborator invitations, embeds, and public galleries. You control whether your User Content is private, shared by link, shared with specific collaborators, or made public, via the visibility settings we provide. When you choose to share or make content public, you direct us to display, transmit, and perform that content to the selected audience.

User Acknowledgment for Public Sharing. If you elect to make User Content public or share it beyond private use, you represent and warrant that you have all necessary rights to do so, including any rights in underlying musical works or sound recordings, and you acknowledge that public sharing may enable indexing, redistribution via embeds, and viewing or performance by the public or the platforms where you share.

Feature Changes. We may add new sharing features over time (for example, public galleries or embeds). Your selections in visibility settings will govern whether your content is included in those features.

8.9 Deletion

Deletion by You. You may remove your User Content from the Service at any time, and you may terminate the license granted to Company by deleting your User Content. Following deletion, Company will cease use of the deleted content except for: (a) archived/back-up copies retained for a limited time; (b) use necessary to comply with law, enforce these Terms, or resolve disputes; and (c) where your User Content has been shared with others through features you selected and they have not deleted it.

8.10 Publicity

Publicity License (Opt-In). We may invite you to allow us to feature your User Content or outputs (for example, on our website, in social media posts, product showcases, case studies, or marketing emails). We will only use your User Content for these publicity purposes if you opt in through a control we provide (for example, a ‘Feature my content’ toggle or consent prompt). You may withdraw your consent at any time, and we will cease new publicity uses; prior materials already distributed may continue to be displayed.

9.1 Email

We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

BY USING THE SERVICE, YOU AGREE NOT TO:

10.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;

10.2 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;

10.3 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

10.4 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Company;

10.5 interfere with security-related features of the Service, including by:

(i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or

(ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

10.6 interfere with the operation of the Service or any user’s enjoyment of the Service, including by:

(i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code;

(ii) making any unsolicited offer or advertisement to another user of the Service;

(iii) collecting personal information about another user or third party without consent; or

(iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

10.7 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;

10.8 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials;

10.9 use any part of the Service, including Output, to train, finetune, develop, or otherwise into a machine learning or artificial intelligence model otherwise ingest any Output or part of the Service into a machine learning or artificial intelligence model; or

10.10 attempt to do any of the acts described in this Section 10 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 10 (Prohibited Conduct).

11.1 Respect of Third Party Rights

Company respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

11.2 DMCA Notification

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:

Songscription, Inc. Attn: Legal Department (IP Notification)
550 California St
Suite 750
San Francisco, CA 94104
Email: support@songscription.ai

11.3 Procedure for Reporting Claimed Infringement

If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

(b) a description of the copyrighted work or other intellectual property right that you claim has been infringed;

(c) a description of the material that you claim is infringing and where it is located on the Service;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and

(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.

Your Notification of Claimed Infringement may be shared by Company with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Company making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

11.4 Repeat Infringers

Company’s policy is to:

(a) remove or disable access to material that Company believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and

(b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights.

Company will terminate the accounts of users that are determined by Company to be repeat infringers. Company reserves the right, however, to suspend or terminate accounts of users in our sole discretion.

11.5 Counter Notification

If you receive a notification from Company that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Company with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Company’s Designated Agent through one of the methods identified in Section 11.2 (DMCA Notification), and include substantially the following information:

(a) your physical or electronic signature;

(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Company may be found, and that you will accept service of process from the person who provided notification under Section 11.2 (DMCA Notification) above or an agent of that person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

11.6 Reposting of Content Subject to a Counter Notification

If you submit a Counter Notification to Company in response to a Notification of Claimed Infringement, then Company will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Company will replace the removed User Content or cease disabling access to it in 10 business days, and Company will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Company’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Company’s system or network.

11.7 False Notifications of Claimed Infringement or Counter Notifications

The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Company relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.”

Company reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service. Except as expressly permitted in this Section 12 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

13.1 Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 13.2 (Termination).

13.2 Termination

If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Company may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time contacting customer service at support@songscription.ai.

13.3 Effect of Termination

Upon termination of these Terms:

your license rights will terminate and you must immediately cease all use of the Service;

you will no longer be authorized to access your account or the Service;

you must pay Company any unpaid amount that was due prior to termination, including any outstanding Credit Purchase charges;

all unused Credits in your account (including both Purchased Credits and Subscription Credits) will be forfeited without refund, except as required by applicable law; and

all payment obligations accrued prior to termination and Sections 4.5–4.11 (Credit Terms), 5.3 (Feedback), 6 (Ownership; Proprietary Rights), 13.3 (Effect of Termination), 14 (Indemnity), 15 (Disclaimers; No Warranties by Company), 16 (Limitation of Liability), 17 (Dispute Resolution and Arbitration), and 18 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

13.4 Modification of the Service

Company reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Company will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Company, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Company Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with:

(1) your unauthorized use of, or misuse of, the Service;

(2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;

(3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or

(4) any dispute or issue between you and any third party.

(5) your creation, upload, or use of any Transcriptions or Audio Recordings through the App, including any claim that such content infringes the intellectual property rights of any third party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

15.1

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING:

(a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND

(b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

COMPANY DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COMPANY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

15.2

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR COMPANY ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE COMPANY ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

15.3 App-Specific Disclaimers

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO WARRANTY THAT: (A) THE APP’S AUDIO CAPTURE OR PROCESSING FUNCTIONALITY WILL ACCURATELY DETECT, ANALYZE, OR COMPARE YOUR PERFORMANCE TO ANY TRANSCRIPTION; (B) PERFORMANCE DATA WILL BE COMPLETE, ACCURATE, OR ERROR-FREE; (C) THE APP WILL BE COMPATIBLE WITH YOUR MOBILE DEVICE OR OPERATING SYSTEM; (D) ANY TRANSCRIPTIONS, AUDIO RECORDINGS, OR OTHER USER CONTENT STORED LOCALLY ON YOUR DEVICE WILL BE PRESERVED OR RECOVERABLE IN THE EVENT OF DEVICE FAILURE, APP DELETION, OR OTHER DATA LOSS; OR (E) THE APP WILL FUNCTION PROPERLY IN OFFLINE MODE OR THAT OFFLINE DATA WILL SYNC CORRECTLY WHEN CONNECTIVITY IS RESTORED. YOU ACKNOWLEDGE THAT THE APP’S LISTENING AND FEEDBACK FEATURES ARE PROVIDED FOR EDUCATIONAL AND PRACTICE PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR INSTRUCTION FROM A QUALIFIED MUSIC TEACHER.

15.4

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 15 (DISCLAIMERS; NO WARRANTIES BY COMPANY) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Company does not disclaim any warranty or other right that Company is prohibited from disclaiming under applicable law.

16.1

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY COMPANY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

16.2

EXCEPT AS PROVIDED IN SECTIONS 17.5 (COMMENCING ARBITRATION) AND 17.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPANY ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF:

(a) THE AMOUNT YOU HAVE PAID TO COMPANY FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; AND

(b) US$100

16.3

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17.1 Generally

Except as described in Section 17.2 (Exceptions) and 17.3 (Opt-Out), you and Company agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

17.2 Exceptions

Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to:

(a) bring an individual action in small claims court;

(b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available;

(c) seek injunctive relief in a court of law in aid of arbitration; or

(d) file suit in a court of law to address an intellectual property infringement claim.

17.3 Opt-Out

If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Songscription, Inc., Attention: Legal Department – Arbitration Opt-Out, 550 California St, Suite 750, San Francisco, CA 94104 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Company receives your Opt-Out Notice, this Section 17 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

17.4 Arbitrator

This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by Judicial Arbitration and Mediation Services, Inc (“JAMS”) under its Comprehensive Arbitration Rules & Procedures (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling JAMS at +1-415-982-5267, or by contacting Company.

17.5 Commencing Arbitration

Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Company’s address for Notice is: Songscription, Inc., 550 California St, Suite 750, San Francisco, CA 94104. The Notice of Arbitration must:

(a) identify the name or account number of the party making the claim;

(b) describe the nature and basis of the claim or dispute; and

(c) set forth the specific relief sought (“Demand”).

The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Company may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Company will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

17.6 Arbitration Proceedings

Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted:

(a) solely on the basis of documents submitted to the arbitrator;

(b) through a telephonic or video hearing; or

(c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence.

During the arbitration, the amount of any settlement offer made by you or Company must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

17.7 Arbitration Relief

Except as provided in Section 17.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Company before an arbitrator was selected, Company will pay to you the higher of:

(a) the amount awarded by the arbitrator and

(b) US $10,000.

The arbitrator’s award shall be final and binding on all parties, except:

(1) for judicial review expressly permitted by law or

(2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law.

Judgment on the award may be entered in any court having jurisdiction.

17.8 No Class Actions

YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

17.9 Modifications to this Arbitration Provision

If Company makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Company’s address for Notice of Arbitration, in which case your account with Company will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

17.10 Enforceability

If Section 17.8 (No Class Actions) or the entirety of this Section 17 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Company receives an Opt-Out Notice from you, then the entirety of this Section 17 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 (Governing Law) will govern any action arising out of or related to these Terms.

18.1 General Terms

These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Company regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent as part of the operation of the Service. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

18.2 Governing Law

These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Company submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the City and County of San Francisco, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

18.3 Privacy Policy

Please read the Company Privacy Policy at https://www.playanything.com/privacy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Company Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

18.4 Additional Terms

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

18.5 Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

18.6 Contact Information

The Service is offered by Songscription, Inc., located at 550 California St, Suite 750, San Francisco, CA 94104. You may contact us by sending correspondence to that address or by emailing us at support@songscription.ai.

18.7 Notice to California Residents

If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

18.8 No Support

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

18.9 International Use

We operate the Service from the United States, but the Service may be accessible worldwide. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited. You are responsible for compliance with all local laws. These Terms are governed by California law, and the exclusive jurisdiction and venue provisions set forth in Section 18.2 apply.

18.10 Digital Services Act

In accordance with Article 11 and Article 12 of Regulation (EU) 2022/2065 of the European Parliament and of the Council (the “Digital Services Act” or “DSA”), Songscription (trading as Songscription; Anything Piano; Play Anything), which delivers, or targets the delivery of, a digital service in European Union and European Economic Area, has appointed DataRep as its Legal Representative for the purposes of the Digital Services Act in the EU/EEA.

Songscription takes its obligations to deliver a safe and legal service seriously and has appointed DataRep as its Legal Representative in the European Union so that you can contact them directly about concerns you may have, and to report illegal content which you identify.

If you want to raise a question to Songscription regarding these issues, you may do so by:

• sending an email to DataRep at digitalrequest@datarep.com quoting “Songscription; Anything Piano; Play Anything” in the subject line,
• contacting us on our online webform at www.datarep.com/data-request,
• mailing your inquiry to DataRep at DataRep, The Cube, Monahan Road, Cork, T12 H1XY, Republic of Ireland, or
• phone call to +353 (1) 919 8899 (we will ask you to follow up by email to ensure our understanding of your request).

PLEASE NOTE: when mailing inquiries, it is ESSENTIAL that you mark your letters for ‘DataRep’ and not ‘Songscription; Anything Piano; Play Anything’, or your inquiry may not reach us. Please refer clearly to Songscription; Anything Piano; Play Anything in your correspondence.

If you have any concerns over how DataRep will handle the personal data we will require to undertake our services, please refer to our privacy notice at www.datarep.com/privacy-policy.

This Section 19 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Company only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including:

(1) product liability claims;

(2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or

(3) claims arising under consumer protection or similar legislation.

Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.