OpenMusic AI Commercial License Agreement

1. Parties

This Agreement is entered into between:

Licensor: OpenMusic AI, Inc. ("OpenMusic AI", "Platform", "we", "us", or "our")

Licensee: The individual or entity that purchases or uses a paid subscription to the Platform ("User", "you", or "your") .

If the User is a company, institution, agency, nonprofit, or other organization ("Organizational User"), this Agreement also applies to its employees, contractors, representatives, and agents who use the Platform on its behalf. The Organizational User is responsible for ensuring compliance with this Agreement by all such persons.

2. Definitions

2.1 Generated Music

"Generated Music" means any music, audio, instrumental work, background music, or related musical output created by the User through the Platform during an active paid subscription period.

2.2 Commercial Use

"Commercial Use" includes, without limitation, monetization, advertising, promotion, brand content, distribution, licensing, public performance, broadcasting, streaming, synchronization, resale, and any use that directly or indirectly generates revenue or other commercial benefit.

2.3 Subscription Period

"Subscription Period" means the period during which the User maintains an active paid subscription to the Platform.

3. License Grant

Subject to this Agreement, OpenMusic AI grants the User a non-exclusive, worldwide, perpetual, non-transferable license to use Generated Music created during the User's active paid Subscription Period for personal and commercial purposes.

This license includes the right to:

• use, copy, download, store, and modify the Generated Music;
• distribute, publish, stream, and display the Generated Music through any media or platform;
• create derivative works based on the Generated Music;
• use the Generated Music in videos, social media posts, advertisements, podcasts, broadcasts, films, games, apps, branded content, and other commercial projects;
• publicly perform, synchronize, and communicate the Generated Music to the public.

For clarity:

• the license applies only to Generated Music created during an active paid Subscription Period;
• music generated under free plans or unpaid access is not licensed for commercial use;
• the license survives expiration or cancellation of the paid subscription for qualifying Generated Music already created during the active paid period.

4. Scope and Restrictions

The User may use Generated Music commercially, provided that the User does not:

• use the Generated Music in violation of applicable law or regulation;
• use the Generated Music in connection with unlawful, fraudulent, defamatory, hateful, violent, exploitative, or otherwise harmful content;
• input or submit copyrighted lyrics, protected melodies, or other third-party content without having sufficient rights to do so;
• intentionally imitate a specific copyrighted song, recording, composition, or distinctive artist identity in a way that may infringe third-party rights;
• register the Generated Music in any Content ID system, fingerprinting database, copyright registry, collecting society, or similar rights-management system in a manner that prevents, restricts, or interferes with other users' lawful use of similar outputs;
• claim exclusive ownership over Generated Music beyond the rights expressly granted under this Agreement;
• resell, sublicense, or redistribute access to the Platform itself.

5. Organizational Use

Organizational Users may use Generated Music for internal and external business purposes, including official brand channels, social media content, promotional videos, advertisements, presentations, and event materials, subject to this Agreement.

Organizational Users are solely responsible for:

• verifying that their intended use complies with internal policies, platform rules, and applicable laws;
• ensuring that all employees, contractors, and representatives using the Platform on their behalf comply with this Agreement;
• obtaining any additional legal review they consider necessary for large-scale campaigns, broadcast usage, or institutional deployment.

6. User Responsibilities

The User agrees that:

• the User is solely responsible for the prompts, inputs, instructions, and materials submitted to the Platform;
• the User is solely responsible for reviewing Generated Music before publication or distribution;
• the User must ensure that their use of Generated Music does not infringe third-party rights, including copyright, trademark, privacy, publicity, or other proprietary rights;
• the User must comply with the terms of service, monetization rules, and content policies of third-party platforms such as YouTube, Instagram, TikTok, Spotify, and similar services.

7. AI Output Disclaimer

The User acknowledges and agrees that:

• Generated Music is produced using artificial intelligence and automated systems;
• the legal treatment of AI-generated content may vary across jurisdictions and may evolve over time;
• OpenMusic AI does not guarantee that any Generated Music is eligible for copyright protection in any particular jurisdiction;
• OpenMusic AI does not guarantee that Generated Music will be free from all third-party claims, allegations, takedowns, content-matching issues, or platform enforcement actions;
• platforms such as YouTube and other distribution services may apply automated review, fingerprinting, or Content ID systems that could affect the availability, monetization, or distribution of Generated Music.

8. No Warranty

Except as expressly stated in this Agreement, the Platform and all Generated Music are provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, OpenMusic AI disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, or error-free operation.

OpenMusic AI does not warrant that:

• any Generated Music will meet the User's expectations or commercial needs;
• any Generated Music will be unique;
• any Generated Music will not resemble other AI-generated or human-created works;
• any Generated Music will remain continuously available on third-party platforms.

9. Limitation of Liability

To the fullest extent permitted by law, OpenMusic AI shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of revenue, profits, goodwill, business opportunity, data, or reputation arising out of or related to the use of the Platform or Generated Music.

This includes, without limitation:

• copyright disputes;
• Content ID claims;
• takedowns or demonetization;
• account suspensions by third-party platforms;
• reputational damage;
• business interruption.

In any event, OpenMusic AI's total aggregate liability under this Agreement shall not exceed the total amount paid by the User to OpenMusic AI for the paid subscription during the twelve (12) months immediately preceding the event giving rise to the claim.

10. Indemnification

The User agrees to defend, indemnify, and hold harmless OpenMusic AI, its affiliates, officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or related to:

• the User's use of the Platform or Generated Music;
• the User's prompts, inputs, or uploaded materials;
• the User's breach of this Agreement;
• the User's violation of any law or third-party right.

11. Termination

OpenMusic AI may suspend or terminate this Agreement or the User's access to the Platform at any time if the User breaches this Agreement or uses the Platform in a manner that creates legal, operational, or reputational risk.

Upon termination:

• the User must stop creating new commercial works using the Platform unless otherwise permitted;
• the User may continue using qualifying Generated Music that was lawfully created during an active paid Subscription Period prior to termination, unless such use itself violates this Agreement or applicable law.

12. Changes to this Agreement

OpenMusic AI may update or modify this Agreement from time to time.

Material changes may be communicated through the Platform, by email, or by posting an updated version on the website. Continued use of the Platform after the effective date of the updated Agreement constitutes acceptance of the revised terms.

13. Entire Agreement

This Agreement constitutes the entire agreement between the User and OpenMusic AIregarding the commercial use of Generated Music and supersedes all prior or contemporaneous understandings relating to the same subject matter.

If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.