End User License Agreement

Effective date: July 1, 2020

The following End User License Agreement (the "Agreement") is a contract between you (the "Licensee", the "User", ”you”) and soundpiece (the "Licensor", "soundpiece", “we”).  By using our website and services, located at https://www.soundpiece.co.uk and all of its subdomains (the "Services"), you agree to be bound by the terms and conditions of this Agreement.  Please make sure to read this agreement carefully, and feel free to reach out to us at business@soundpiece.co.uk. If you do not agree to the terms of this Agreement, do not use the Services.

 

Definitions
Throughout this Agreement, the following words and phrases shall have the meanings set out below:

•    MIDI Composition: a score of music generated for Licensee by soundpiece
•    Audio Composition: an audio file (MP3or WAV format) generated for Licensee by soundpiece
•    the Compositions: refers to both the MIDI & Audio Compositions

Licensing Process
All intellectual property rights, such as the copyrights and trademark rights relating to the Services and the programs that constitute the Services, belong to soundpiece.  When a User generates a song they like, they can download the song in wav, mp3 or midi format. For these songs, the ownership is retained by soundpiece, but the User is granted a license to use that song for the following purposes: (i) to sync the song to a moving image (for example, use as background music in YouTube videos), (ii) to share the song on social media, (iii) to incorporate the song or music loop into a wider music composition and in addition, to use the song for any reasonable non-commercial purpose.  The download type and number of downloads is limited depending on the User’s subscription plan.  The User will not be required to pay soundpiece any royalties to use the generated songs once downloaded. 

Subscription plans
To use the Service's free trial or paid version, a User account must be created according to the procedure specified by soundpiece. When registering your account, you must provide accurate information.   You must not use the account of another person without the permission of soundpiece. In addition, you must not allow other persons (or, if the User is a corporation, persons who do not belong to said corporation) to use your User account, nor must you transfer it, gift it, offer it as collateral or dispose of it in any other way.

Individuals are eligible for the Free, Standard Monthly and Pro Monthly plans that are shown on the Pricing section of the website (www.soundpiece.co.uk).  In the free trial version, you will only be able to use certain features of the Service that we specify.  Soundpiece reserves the right to change benefits associated with each subscription service at any time at its sole discretion.


Term and licensed Territory

Territory: The World

Term: Perpetuity

Technology & Limitations

Licensee shall not be permitted to remove or circumvent protection or security mechanisms that are designed to prevent unauthorised usage or protect other Users.

Licensee will not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code, the servers and any other infrastructure of the Licensor, or permit or induce the foregoing.
 
Licensee shall not be entitled to exploit the software, or parts of the software, for commercial purposes without the prior written consent of Licensor. This includes, but isn't limited to selling, renting or leasing the software to third parties. This does not apply to the Compositions created by Licensee, for which the other terms of this Agreement will apply.

Licensee is not permitted to make unauthorized calls to any private API that belongs to the Licensor, and hosted on the Licensor's server infrastructures. If the Licensee wishes to get access to the Licensor's APIs, this use case would be governed by a separate licensing agreement, to be negotiated and signed between the parties. Any Composition created using private APIs will not be licensed to or owned by Licensee.

 

Licensee is not permitted to use bots, click bot algorithms or any software that automates and fakes a human interaction with the User interface. If Licensee is found to be using such software, Licensor reserves the right to cancel any license given to Licensee, and to terminate Licensee's account without any prior notice or refund.

 

Licensee is not permitted to use the MIDI or Audio Compositions to set up a competing / similar service to that provided by soundpiece on the Site.

 

Licensee is not permitted to use any Audio and/or MIDI Composition, or any audio sample as part of a training dataset for any Machine Learning, Deep Learning or statistical algorithm. If the Licensee wishes to use any Audio and/or MIDI Composition as part of a training dataset, this use case would be ruled by a separate licensing agreement, to be negotiated and signed between the parties.

 

Licensee is not permitted to use any Audio, MIDI Composition, Chord files, or any audio sample as part of a large-scale database of music that is beyond the scope of this Agreement, and beyond the scope of individual use.

 

Licensee is not permitted to bypass limitations imposed by each subscription plan in any way, including but not limited to by registering for an account using temporary email addresses or aliases.


Termination of this Agreement
This Agreement is effective until terminated. Licensee rights under this Agreement will automatically terminate without notice from soundpiece if Licensee fails to comply with any terms of this Agreement. Upon the termination of this License, Licensee shall cease all use of the Services and delete all copies of MIDI and Audio Compositions in Licensee's possession (including on any and all Licensee devices).

Refunds
Customers are eligible for refunds if, and only if, they have not used any of the paid features of the plan they subscribed to. If Licensee has already started using paid features, Licensee understands that they are no longer eligible for a refund, and the sole act of using paid features will act as a waiver of Licensee's withdrawal right. Licensee shall use the Free trial in order to evaluate whether the paid offerings are suitable for them or not.

The Licensee is responsible for downgrading to the free plan and / or disabling auto-renewal of their subscription when Licensee no longer wishes to continue paying for the Services. No refund will be made if Licensee forgets to cancel their subscription.

Modification
soundpiece reserves the right, at its sole discretion, to modify, discontinue or terminate the Services. soundpiece may also modify the Agreement at any time and without prior notice. By continuing to access or use the Services, you indicate that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.

Disclaimer
THE SERVICES ARE ALL PROVIDED BY SOUNDPIECE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. SOUNDPIECE DOES NOT WARRANT OR REPRESENT THAT THE SERVICES, OR ANY PART THEREOF, WILL OPERATE UNINTERRUPTED OR ERROR-FREE. IN THE EVENT THAT YOUR USE OF THE SERVICE CAUSES DAMAGE TO A THIRD PARTY, YOU SHALL BE SOLELY RESPONSIBLE FOR RESOLVING ALL DISPUTES AND LITIGATION CONCERNING COMPENSATION FOR SUCH DAMAGES.  IT IS YOUR RESPONSIBILITY TO ENSURE THAT ANY COMPOSITION, CREATED PARTIALLY OR FULLY WITH THE SERVICES, DOES NOT INFRINGE THE COPYRIGHT OF OTHERS. YOU SHALL BE SOLELY RESPONSIBLE FOR THE ACCURACY AND QUALITY OF YOUR CONTENT, AND YOU UNDERSTAND THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES, OR YOUR RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES.

Governing Laws
The laws of England and Wales govern this agreement and any dispute is subject to the jurisdiction of the English courts.