Soundlabs AI Terms of Use/End User License Agreement   Last Updated: December 2024 This Terms of Use and End User License Agreement (“Agreement”) is between Soundlabs AI, Inc. (“Soundlabs AI,” “we,” “our” or “us”) and you, an individual user (“you”). The Soundlabs AI website located at and Soundlabs AI’s other affiliated sites, subdomains, mobile versions and any associated applications, as well as web plug-ins and other Soundlabs AI-created tools and software, are referred to in this license as the “Site.” As the use of certain machine learning and other artificial intelligence tools are new to the creation of music, sound and vocal information, you understand that you are subject to the specific terms set forth herein regarding training and inference, and which may be revised or amended at the sole discretion of Soundlabs AI, for the benefit and protection of performers, songwriters, record labels, music publishers and otherwise, in pursuit of the ethical use of artificial intelligence, as Soundlabs AI sees fit. Minors. If you are younger than eighteen (18) years of age, you are not authorized to access or use the Site without the consent of a parent or legal guardian. NOTICE: Visit www.OnGuardOnline.gov for tips from the Federal Trade Commission on protecting children’s privacy online. Privacy Notice. Your privacy is important to Soundlabs AI. Soundlabs AI’s Privacy Policy available at https://www.soundlabs.ai/ (the “Privacy Policy”), which address our information collection and use policies with respect to the privacy of your account information, are incorporated into this Agreement by reference for all purposes. Please read the Privacy Policy carefully for information relating to Soundlabs AI’s collection, use, and disclosure of your personal information. Account Information. If you register with us, or otherwise provide user information, you must complete the registration process by providing us with complete and accurate account information. You grant to us and to all other persons and entities involved in the operation of the Site the right to use, store, monitor, retrieve and transmit your account information in connection with the operation of the Site and as otherwise provided herein. You acknowledge, consent, and agree that Soundlabs AI may access, preserve and disclose your account information and User Content if required to do so by law or in a good-faith belief that such access, preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Agreement; (c) respond to any claim that User Content violates the rights of third parties; (d) provide certain customized features of the Site to you, if any; (e) respond if you contact Soundlabs AI for any reason; or (f) protect the rights, property, or personal safety of Soundlabs AI, its other users, and the public. Password. If you register with us, you may be asked to provide a password. As you will be responsible for all activities that occur under your account, you should keep your password confidential. The Site may implement technology that enables us to recognize you as the account holder and provide you with direct access to your account when you revisit the Site. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your device(s), and you agree to accept responsibility for all activities that occur under your account or password. Where possible, users of public or shared devices should log out at the completion of each visit. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your email address or password), you shall immediately notify Soundlabs AI. Then, you should report this incident to all your card issuers, as well as your local law enforcement agency. YOU ARE SOLELY LIABLE FOR LOSSES INCURRED BY YOU, SOUNDLABS AI OR OTHERS DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT. Ownership; Proprietary Rights. The Site, including all content, visual interfaces, interactive features, audio, video, digital content, information, text, graphics, design, compilation, computer code, products, software, services, proprietary information, copyrights, service marks, trademarks, trade names, distinctive information such as logos, the selection, sequence, “look and feel,” arrangement of items, and all other elements of the Site, including all intellectual property and proprietary rights therein and associated therewith, that are provided by Soundlabs AI (“Soundlabs AI Materials”) are owned and/or licensed by Soundlabs AI and are legally protected, without limitation, under U.S. federal and state laws and regulations, as well as applicable foreign laws, regulations and treaties. Soundlabs AI Materials do not include Third-Party Materials (as defined below). Except as expressly authorized by Soundlabs AI, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, reverse engineer, decompile, disassemble or otherwise alter any software or otherwise make unauthorized use of the Site or Soundlabs AI Materials. Soundlabs AI reserves all rights not expressly granted in this Agreement. You shall not acquire any right, title or interest in or to the Soundlabs AI Materials, except for the limited rights expressly set forth in this Agreement. Scope of License. This license granted to you by Soundlabs AI for this Site is limited to a non-transferable license to use the Site solely as permitted herein. You may not rent, lease, lend, sell, redistribute or sublicense the Site. You may not copy (except as expressly permitted by this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Site, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components (if any) included with the Site). Any attempt to do so is a violation of the rights of Soundlabs AI. If you breach this restriction, you may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Soundlabs AI that replace and/or supplement the original Site unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.  Services. The Site will allow you to use generative AI tools to enable existing curated data sets to train audio and voice information and to also use those tools to create audio and voice outputs (the “Services”). As between the parties, You shall own the audio and voice outputs created through Your use of the Services (the “Outputs”). Soundlabs AI may use the Outputs for any lawful business purpose, including to provide, maintain, develop, improve and/or market the Services, comply with applicable law, enforce our terms and policies, and keep our Services safe. You hereby grant Soundlabs AI a perpetual, royalty-free, fully-paid up, non-exclusive right and license to use the Outputs solely for the purposes described above. You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Services at your sole risk and that Soundlabs AI shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable. To the extent that any portion of the Services will include data sets or inference-based modeling using information of, about or concerning known performers, the terms of such use shall be subject in each instance to a separate order supplementing this Agreement containing terms agreed between you and Soundlabs AI, including the scope of permitted uses of such known performer information, as well as royalty participation and the cost for accessing such data sets and information. Other models provided by Soundlabs AI that do not contain information of, about or concerning known performers will be clearly marked as such and may be provided without any additional cost or royalty participation by Soundlabs AI. User Content. General. The Site may now or in the future permit you and other users to submit, post or link media, text, ideas, questions, audio and video recordings, photos, graphics, commentary or other information or content (“User Content”), and to host and/or share such User Content. Soundlabs AI makes no representations that your User Content will remain available via the Site in any way. We may remove your User Content at our sole discretion. YOU UNDERSTAND THAT ANY USER CONTENT THAT YOU POST FOR USE OR VIEWING ON THE SITE MAY BE MADE PUBLICLY AVAILABLE TO USERS OF THE SITE, AND SOUNDLABS AI DOES NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY SUCH USER CONTENT, NOR DOES IT GUARANTEE THAT YOUR INTELLECTUAL OR PROPRIETARY RIGHTS IN SUCH USER CONTENT WILL NOT BE INFRINGED OR MISAPPROPRIATED. Grant of Rights. By submitting User Content to Soundlabs AI, you hereby grant Soundlabs AI a worldwide, non-exclusive, fully paid-up, royalty-free, transferable license, with the right to grant and authorize sublicenses, to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, perform, and otherwise exploit your User Content in connection with the Site and Soundlabs AI’s (and its successors’, transferees’, sublicensees’ and their respective affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You grant Soundlabs AI, and any of its transferees and sublicensees (and its and their respective affiliates) the right to use the name that you submit in connection with such User Content if they choose. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You also hereby grant to each user of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, and perform such User Content as permitted by the functionality of the Site and this Agreement. You understand and agree, however, that even following termination of your account, Soundlabs AI may retain and use, but not display or perform, server copies of such User Content. Notwithstanding anything to the contrary herein, the above licenses granted by you are perpetual and irrevocable. Your Representations and Warranties Regarding User Content. You shall be solely responsible for your own User Content and the consequences of submitting and/or posting such User Content. In connection with User Content, you affirm, represent, and/or warrant that: (i) your User Content is not confidential or secret; (ii) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Soundlabs AI to use, all patent, trademark, copyright, or other intellectual property or proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated by Soundlabs AI and this Agreement, and to grant the rights and licenses set forth in this Section; (iii) you shall not use any data sets that contain or consist of information or material that constitutes the intellectual property of, or which embodies any other proprietary rights of, any third-party, without express authorization, for the purpose of creating audio and voice outputs, or otherwise; (iv) the data sets you use and your User Content, Soundlabs AI’s use of such User Content pursuant to this Agreement, and Soundlabs AI’s exercise of the license rights set forth in this Section, do not and will not: (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person, or (C) violate any applicable law or regulation; and (v) you have no expectation of compensation or confidentiality of any nature with respect to your User Content and we, our affiliates, our licensors and/or their affiliates may already have projects under consideration or are independently developing projects that are similar to your User Content. For the avoidance of doubt, you undertake and agree to: (1) fully comply with all applicable laws and any other contractual terms that govern your use of the Site (and any related interaction or transaction), including those specific laws applicable to you or any of your end users in any of your geographical locations; (2) Soundlabs AI having the sole discretion as to the means, manner, and method for performing the Services, including those regarding any hosting, transmission, publication and/or display of any platforms and/or content; (3) regularly and independently save any of your User Content and the information that is being processed by you regarding your platform(s), including with respect to end users, products, and any applications and/or third party services used by you; (4) Soundlabs AI having the right to offer the Services in alternative price plans and impose different restrictions for the upload, storage, download and use of the Services in each price plan, including, without limitation, restrictions on network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, number of subscribers to your content, etc.; (5) allow Soundlabs AI to use in perpetuity, worldwide and free of charge, any version of your User Content (or any part thereof) for any of Soundlabs AI’s marketing and promotional activities, online and/or offline, and modify it as reasonably required for such purposes, and you waive any claims against Soundlabs AI or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your User Content with respect to such limited permitted uses; (6) be solely responsible and liable with respect to any of the uses of the Services that occur under your account and/or platform(s) and for any of your User Content (including for any consequences of accessing, importing, uploading, copying, using or publishing such User Content on or with respect to the Services); and (7) receive from time to time promotional messages and materials from Soundlabs AI or its partners, by mail, e-mail or any other contact form you may provide us with (including your phone number for calls or text messages). If you wish not to receive such promotional materials or notices – please just notify us at any time. Prohibited Uses of User Content. Except as otherwise permitted by this Agreement, in connection with your User Content, you further agree that you will not publish, post, submit, transmit through or otherwise make available to the Site: (i) any falsehoods or misrepresentations that could damage Soundlabs AI or any third-party; (ii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, creates a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to yourself, to any other person, or to any animal or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iii) advertisements or solicitations of business, products, or services; or (iv) any material that would be harmful to minors in any manner. No Responsibility for User Content. Except for the limited license granted above, we do not obtain or control any rights in, and do not exert editorial control over, User Content. Nothing herein obligates us to verify, and we have not necessarily verified, the representations and warranties made by users with respect to User Content. Third-Party Materials. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third-Party Materials”) or provide links to certain third-party sites, subdomains, mobile versions and any associated applications, as well as web plug-ins (“Third-Party Sites”). By using the Services, you acknowledge and agree that Soundlabs AI is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or Third-Party Sites. Soundlabs AI does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third-Party Materials or Third-Party Sites, or for any other materials, products, or services of third parties. Third-Party Materials are provided solely as a convenience to you. You agree that the Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Soundlabs AI is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services. In addition, third-party Services, Third-Party Sites and Third-Party Materials that may be accessed from, displayed on or linked to from your phone or other electronic device are not available in all languages or in all countries. Soundlabs AI makes no representation that such Services, Third-Party Sites or Third-Party Materials are appropriate or available for use in any location. To the extent you choose to access such Services, Third-Party Sites or Third-Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Soundlabs AI, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Soundlabs AI be liable for the removal of or disabling of access to any such Services. Soundlabs AI may also impose limits on the use of or access to certain Services, in any case and without notice or liability.  Consent to Use of Data. You agree that Soundlabs AI, and those authorized by Soundlabs AI, may use any content that you submit through the Site as permitted in this Agreement, but that Soundlabs AI is under no obligation to use or retain anything you submit. You further agree that Soundlabs AI may collect and use technical data and related information, including but not limited to, technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Site. Soundlabs AI may use this information, if it is in a form that does not personally identify you, for the purposes outlined in the Privacy Policy and to improve its products or to provide services or technologies to you.  Maintenance and Support. The Site is provided “AS IS” and no maintenance or support services will be guaranteed by Soundlabs AI.  Termination. This Agreement is effective until terminated by you or Soundlabs AI. Your rights under this Agreement will terminate automatically without notice from the Soundlabs AI if you fail to comply with any term(s) of this Agreement. Upon termination of the Agreement, you shall cease all use of the Site, and destroy all copies, full or partial, of the Site.  Feedback. You agree that with respect to any contest entries, feedback, analysis, suggestions and comments to Soundlabs AI provided by you (collectively, “Feedback”), IN CONSIDERATION OF SOUNDLABS AI PROVIDING ACCESS TO THE SITE, YOU HEREBY GRANT TO SOUNDLABS AI THE EXCLUSIVE, PERPETUAL, IRREVOCABLE AND WORLDWIDE RIGHT TO USE, COPY, DISPLAY, PERFORM, TRANSLATE, MODIFY, LICENSE, SUBLICENSE AND OTHERWISE EXPLOIT ALL OR PART OF THE FEEDBACK OR ANY DERIVATIVE THEREOF IN ANY EMBODIMENT, MANNER OR MEDIA NOW KNOWN OR HEREAFTER DEVISED WITHOUT ANY REMUNERATION, COMPENSATION OR CREDIT TO YOU. You represent and warrant that you have the right to make the foregoing grant to Soundlabs AI and that any Feedback which is provided by you to Soundlabs AI does not infringe any third-party intellectual property or any other rights. Notwithstanding the foregoing, Soundlabs AI grants to you a non-exclusive, non-transferable, non-sublicensable, worldwide, perpetual and irrevocable license to use the Feedback for your own personal, non-commercial purposes that do not compete, directly or indirectly, with our use of such Feedback. INDEMNIFICATION; HOLD HARMLESS. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SOUNDLABS AI AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS, LEGAL FEES, ACCOUNTING FEES AND AMOUNTS PAID IN SETTLEMENT) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE SITE OR NON-SOUNDLABS AI CONTENT; (II) YOUR USER CONTENT OR ITS POSTING ON, OR SUBMISSION TO, THE SITE, INCLUDING SOUNDLABS AI’S USE, DISPLAY OR OTHER EXERCISE OF ITS LICENSE RIGHTS GRANTED HEREIN WITH RESPECT TO YOUR USER CONTENT; (III) YOUR VIOLATION OF THIS AGREEMENT; (IV) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY, INCLUDING CLAIMS THAT ANY USER CONTENT INFRINGES OR VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; (V) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS; AND (VI) ANY UNAUTHORIZED USE OF YOUR ACCOUNT. SOUNDLABS AI RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER GIVING RISE TO YOUR INDEMNIFICATION OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF SOUNDLABS AI. SOUNDLABS AI WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT. DISCLAIMERS; NO WARRANTIES. ACKNOWLEDGMENT. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION ‎15, AND SECTIONS ‎16 AND ‎17 BELOW, THE TERM “SOUNDLABS AI” INCLUDES EACH OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS AND SUBCONTRACTORS. NO WARRANTIES. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SOUNDLABS AI DISCLAIMS ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SOUNDLABS AI OR THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS.” YOU EXPRESSLY AGREE THAT THE USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, SOUNDLABS AI MATERIALS, USER CONTENT AND NON-SOUNDLABS AI CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE,” “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. SITE OPERATION AND NON-SOUNDLABS AI CONTENT. SOUNDLABS AI DOES NOT WARRANT THAT THE SOUNDLABS AI MATERIALS, USER CONTENT, NON-SOUNDLABS AI CONTENT, SITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, HACKING, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. LOSS OF CONTENT AND DATA. If your account or any Services are cancelled (whether at your request or at Soundlabs AI’s discretion, including, but not limited to, if you or Soundlabs AI decommissions your account for any reason or if you fail to timely make any required payment), it may cause or result in the loss of certain content, features, or capacity of your account, including any User Content or other usage data retained therein (“Content Loss”). Soundlabs AI shall not be liable in any way for such Content Loss, if any, or for saving a backup of your account or User Content. Please also note that additional fees may apply to the reactivation of an account and/or any Soundlabs AI Services following their cancellation, as determined by Soundlabs AI in its sole discretion. ACCURACY. SOUNDLABS AI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. HARM TO YOUR COMPUTER. YOU UNDERSTAND AND AGREE THAT YOUR USING, ACCESSING, DOWNLOADING, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE USE OR DOWNLOAD OF, OR OTHER ACCESS TO SUCH MATERIAL OR DATA. SOUNDLABS AI MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE COMPATIILITY OF ANY DEVICE WITH OUR SERVICES. Additional disclaimers or limitations of liability may be contained in the various software end license agreements you have agreed to by using our Services. LIMITATION OF LIABILITY AND DAMAGES. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SOUNDLABS AI OR ITS THIRD PARTY COLLABORATORS, LICENSORS OR SUPPLIERS, BE LIABLE FOR PERSONAL INJURY OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, ENHANCED OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM YOUR USE OF, OR THE INABILITY TO USE, THE SOUNDLABS AI MATERIALS AND USER CONTENT ON THE SITE, THE SITE ITSELF, OR ANY OTHER INTERACTIONS WITH SOUNDLABS AI, EVEN IF SOUNDLABS AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIMITATION OF DAMAGES. IN NO EVENT SHALL SOUNDLABS AI OR ITS THIRD-PARTY COLLABORATORS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS (USD $100). LIMITATIONS BY APPLICABLE LAW; BASIS OF THE BARGAIN. LIMITATIONS BY APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED. BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT SOUNDLABS AI HAS OFFERED ITS SERVICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SOUNDLABS AI, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SOUNDLABS AI. YOU ACKNOWLEDGE AND AGREE THAT SOUNDLABS AI WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS. Pricing; Payment; Intent to be Bound. Please carefully read all pricing terms that allow you to purchase our Services. You acknowledge that entering a transaction electronically (including without limitation all records relating to such transactions) constitutes your agreement and intent to be bound by and to pay for such agreements and transactions. We are not responsible for typographic errors. The price for each respective Service will be clearly marked on the page and clearly marked when you enter your credit card information to purchase. A third-party payment processor will collect your name, email address, contact details and credit or debit card information. You agree to pay all fees and applicable taxes incurred by you or anyone on behalf of you. We may revise the pricing for Services offered through the Site at any time. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. EXCEPT AS OTHERWISE SET FORTH IN ANY REFUND POLICY APPLICABLE TO OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR OUR SERVICES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES. We reserve the right to refuse any order you place with us. We may, at our sole discretion, limit or cancel orders placed by a person, per household or per order. These restrictions may include orders placed using the same credit card, and orders that use the same billing and/or shipping address. If we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or other contact information provided at the time the order was made. Discontinuation of the Services. We may, in our sole discretion and without liability to you, with or without prior notice and at any time, discontinue the Services, temporarily or permanently. For individual subscribers, a prorated refund will be issued based on the time remaining in your subscription within sixty (60) days of our notice to discontinue the Services. Enterprise Subscribers. For refunds and discontinuations, please refer to your individual sales contracts. Export. You may not use or otherwise export or re-export any aspect of the Site or Services except as authorized by United States law and the laws of the jurisdiction in which the Services were delivered. In particular, but without limitation, the Site and Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Site, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Site or Services for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of weapons.  Digital Millennium Copyright Act (“DMCA”) Compliance. Infringement Claims. If you are a copyright owner or an agent thereof, and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the DMCA by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative listing of such works or a link or URL to all such works; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Our designated Copyright Agent to receive notifications of claimed infringement is: Soundlabs AI, Inc. 235 Park Ave. S FL9 New York, NY 10003 Hello@soundlabs.ai FAILURE TO INCLUDE ALL OF THE ABOVE INFORMATION, ESPECIALLY SPECIFIC INFORMATION ABOUT WHERE INFRINGING CONTENT MAY BE FOUND, WILL RESULT IN A DELAY IN THE PROCESSING OF YOUR DMCA NOTIFICATION AND MAY RESULT IN YOUR HAVING TO REPEAT SOME OR ALL OF THE ABOVE PROCESS. Notice and Takedown. If we receive proper notification of claimed copyright infringement, we will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing, as described below, or to be the subject of infringing activity. We will also comply with the appropriate provisions of the DMCA in the event a counter-notification is received, as described below. We may, at our discretion, deny access to the Site by, or disable and/or terminate the accounts of, users who may be infringers. Copyright Counter-Notices. If content you posted on the Site was removed for copyright or intellectual property infringement, and you would like to dispute that removal, the process for counter-notifications, which is governed by Section 512(g) of the DMCA, is as follows: To file a counter-notification with us, you must provide our Copyright Agent, at the address set forth above, with a written communication that sets forth the items specified below Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination, in appropriate circumstances, of the accounts of (or access privileges by) users who are infringers. Accordingly, if you are not sure whether certain material infringes your copyright or the copyrights of others, we suggest that you first contact an attorney. Elements of Counter-Notification. To expedite our ability to process your counter- notification, please use the following format (including section numbers): Identify the specific URLs of (or other information sufficient to allow us to identify) material that Soundlabs AI has removed or to which Soundlabs AI has disabled access. Provide your full name, address, telephone number, email address and, if you are a registered user, the username of your Soundlabs AI account. Provide a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located and, if your address is outside of the U.S.A., the Federal District Court for the Southern District of New York, located in New York County, New York, and that you will accept service of process from the person who provided notification to our Copyright Agent in accordance with the process outlined above or an agent of such person. Include the following statement: “I swear, under penalty of perjury, that I have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.” Sign the notice. If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the following address: Soundlabs AI, Inc. 235 Park Ave. S FL9 New York, NY 10003 Hello@soundlabs.ai Counter-Notification Processing. After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes any of your identifying information set forth in the counter-notification. By submitting a counter-notification, you consent to having such identifying information revealed in this way. We will not forward the counter-notification to any party other than the original claimant. After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Site. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s). Foreign Counter-Notification. If you reside outside of the United States, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of access privileges for users who are infringers. If you are not sure whether content you posted on the Site is being infringed, or are otherwise unsure of whether to file a counter-notification using these procedures, we strongly recommend you first contact a lawyer knowledgeable in the laws of the United States and the State of New York. If you do wish to file a counter-notice, you should follow the process set forth above under the heading “Elements of Counter-Notification.” Disclaimer. WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY. Legal Compliance: You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.  Notice for California Users. Under California Civil Code Section 1789.3, users of our Site from California are entitled to receive the following information on how to resolve a complaint regarding the Site or to receive further information regarding use of the Site: The name, address, and telephone number of the provider of Site. Any charges to the consumer imposed by the provider for the use of the Site. The procedures a consumer may follow to resolve a complaint regarding the Site or to receive further information regarding use of the Site, including the telephone number and address of the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs. Such complaints or requests may be submitted to Soundlabs AI via email at: Hello@soundlabs.ai. Third Party Terms of Agreement: You must comply with applicable third-party terms of agreement when using the Site, such as those of your internet provider.  Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. Jurisdiction. You agree that any action at law or in equity arising out of or relating to this Agreement or the Site shall be filed only in the state or federal courts in and for New York County, State of New York and you hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action. You agree that you will not file or participate in a class action against us. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION UNDER THIS AGREEMENT, YOUR USE OF THE SITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY. Claims. YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If, for any reason, we believe, have reason to believe, suspect or are notified of any act, omission or circumstances which may or could (a) compromise or endanger the health, well-being or safety of any person; (b) cause or lead to damage to persons or property (tangible or intangible); (c) adversely affect, infringe upon or misappropriate the rights of others; (d) harass or interfere with any other user or person, firm or enterprise; (e) interfere with or bypass our security or other protective measures applicable to our systems, networks and communications capabilities; (f) breach or violate this Agreement; or (g) violate any law or regulation, we have the right, reserving cumulatively all other rights and remedies available to us at law, in equity and under this agreement with you, to report and provide information to any and all regulatory and law enforcement authorities and agencies and take any action permitted by law. Class Action Waiver. You shall not have the right to bring any claim against Soundlabs AI as a plaintiff or a member of a class, consolidated or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others). All disputes between user and Soundlabs AI shall be resolved on an individual basis. Waiver. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Soundlabs AI to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Severability. If any provision of this Agreement is or becomes unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Assignment. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Soundlabs AI without restriction. Any assignment attempted to be made in violation of this Agreement shall be void. Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. Entire Agreement. This is the entire agreement between you and Soundlabs AI relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with Soundlabs AI. This Agreement shall not be modified except in writing, signed by both parties, or by a change to this Agreement made by Soundlabs AI. All rights not expressly granted in this Agreement are reserved to us. Copyright © 2024. Soundlabs AI, Inc. All Rights Reserved.