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End User License Agreement​

Effective date: July 1, 2025

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This End User License Agreement (the “Agreement”) is a legal contract between you (“You” or “User”) and Soundpiece Ltd (“Soundpiece”, “we”, or “us”). By accessing or using our platform at https://www.soundpiece.co.uk and all associated subdomains and services (the “Platform”), you agree to be bound by this Agreement.  Please read this Agreement carefully before using the Platform. If you do not agree to these terms, do not use the Platform. Questions may be directed to business@soundpiece.co.uk.

 

1. Definitions

The following terms have the meanings set out below throughout this Agreement:

  • “Audio Composition” means an audio file (in MP3 or WAV format) generated by You using the Platform.

  • “MIDI Composition” means a MIDI file generated by You using the Platform.

  • “Composition” means any Audio Composition and/or MIDI Composition created by You using the Platform.

  • “User Content” means any text prompts, inputs, or other materials You submit to the Platform to generate a Composition.

  • “Paid Plan” means any active subscription to a Standard Monthly or Pro Monthly plan, as listed on the Platform.

  • “Free Plan” means the free tier of access to the Platform, subject to the limitations described herein.

 

2. Intellectual Property and Ownership of Compositions

 

2.1 Soundpiece Platform

All intellectual property rights in and to the Platform - including its underlying software, algorithms, interfaces, branding, and any technology used to generate Compositions - remain the exclusive property of Soundpiece. Nothing in this Agreement transfers any rights in the Platform to You.

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2.2 Ownership by Paid Plan Users

If You are subscribed to a Paid Plan at the time a Composition is generated, Soundpiece hereby assigns to You all right, title, and interest in and to that Composition, including all applicable copyright. You own the Composition outright. You may use it for any lawful purpose, including commercial use, without paying royalties to Soundpiece, subject only to the restrictions set out in Section 4 of this Agreement.

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For the avoidance of doubt, this means Paid Plan Users may:

  • Synchronise a Composition with any moving image, film, video, or multimedia project.

  • Distribute, sell, or license a Composition to third parties.

  • Incorporate a Composition into a wider musical work.

  • Monetise a Composition on streaming platforms, social media, or any other distribution channel.

  • Use a Composition in advertising, commercial campaigns, or client deliverables.

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2.3 Free Plan Users

If You generate a Composition under the Free Plan, Soundpiece grants You a personal, non-exclusive, worldwide, royalty-free licence to use that Composition for non-commercial purposes only. This includes:

  • Personal listening and enjoyment.

  • Sharing on personal social media accounts (with no direct commercial gain).

  • Use as background music in non-monetised personal video projects.

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Free Plan Compositions may not be sold, licensed, or used in any commercial context without upgrading to a Paid Plan. Soundpiece retains copyright in all Compositions generated under the Free Plan.

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2.4 Attribution

Where attribution is required or appropriate, we encourage — but do not mandate for Paid Plan Users — crediting “Created with Soundpiece” alongside the Composition.

 

3. Your Content and Inputs

You retain ownership of any User Content you submit to the Platform. By submitting User Content, you grant Soundpiece a limited, royalty-free licence to process that content solely for the purpose of generating your requested Composition. We do not claim ownership of your inputs, and we will not use your User Content to train our models or share it with third parties without your consent, except as required by law.

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You represent and warrant that your User Content does not infringe the intellectual property rights or other rights of any third party. You are solely responsible for ensuring your inputs are lawful.

 

4. Prohibited Uses

The following activities are strictly prohibited and will result in immediate termination of your account and licence, without refund:

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4.1 Platform Integrity

  • Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, algorithms, or infrastructure of the Platform.

  • Removing, bypassing, or circumventing any security, access control, or protection mechanism of the Platform.

  • Making unauthorised calls to any private API hosted by Soundpiece. API access for commercial or integration purposes requires a separate written agreement with Soundpiece.

  • Using bots, automated scripts, click-bot algorithms, or any software that simulates or automates human interaction with the Platform. Any Composition generated through automated or non-human interaction is not licensed to or owned by the User, and Soundpiece reserves the right to void any such licence without notice.

  • Bypassing subscription plan limits, including by registering accounts using temporary, disposable, or alias email addresses.

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4.2 Competitive and Commercial Misuse

  • Using the Platform, its underlying software, or any Composition to build, train, or operate a service that competes with or replicates the core functionality of the Platform.

  • Using any Composition, Audio, MIDI, or audio sample as part of a training dataset for any machine learning, deep learning, or artificial intelligence model, without entering into a separate written licensing agreement with Soundpiece.

  • Incorporating any Composition into a large-scale commercial music database or catalogue beyond the scope of individual use, without prior written consent from Soundpiece.

  • Selling, renting, leasing, or sub-licensing access to the Platform itself (as distinct from Compositions You own) to any third party.

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4.3 Unlawful Use

  • Using the Platform or any Composition in a manner that infringes the copyright, trademarks, or other intellectual property rights of any third party.

  • Generating content that is defamatory, obscene, fraudulent, or otherwise unlawful.

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It is your sole responsibility to verify that any Composition you use - including in commercial contexts - does not infringe third-party rights. Soundpiece makes no warranty in this regard.

 

5. Accounts and Subscriptions

To access the Platform, you must create an account. You agree to provide accurate, complete, and current registration information and to keep it up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

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You must not share your account with any other person or entity. If you are a corporate subscriber, access is limited to individuals within your organisation.

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Soundpiece reserves the right to modify the features, benefits, and pricing associated with any subscription plan at any time, with reasonable notice where practicable. Continued use of the Platform after any modification constitutes acceptance of the updated plan terms.

 

6. Territory and Term

The licences granted under this Agreement apply worldwide and, in the case of Compositions owned by Paid Plan Users (Section 2.2), in perpetuity. Licences granted to Free Plan Users remain in effect for the duration of this Agreement, subject to termination as described in Section 8.

 

7. Refunds and Cancellations

You are eligible for a refund only if you have not used any paid features of the plan you subscribed to. Once you have used any paid feature, the right of withdrawal is waived and no refund will be issued.

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We recommend using the Free Plan to evaluate the Platform before subscribing. You are responsible for cancelling or downgrading your subscription before the next billing cycle if you no longer wish to be charged. Soundpiece will not issue refunds for charges arising from a failure to cancel on time.

 

8. Termination

This Agreement remains in effect until terminated. Your rights under this Agreement will terminate automatically and without notice if you breach any term of this Agreement. Upon termination, you must immediately cease all use of the Platform and delete all Compositions in your possession that were generated under a Free Plan licence.

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Soundpiece reserves the right to suspend or terminate your account at its discretion, including in cases of suspected misuse, fraud, or violation of this Agreement. Where permitted by law, Soundpiece may seek injunctive relief or other remedies for material breaches.

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Ownership rights in Compositions lawfully acquired by Paid Plan Users under Section 2.2 prior to termination shall survive termination of this Agreement.

 

9. Modifications to the Agreement and Platform

Soundpiece may modify this Agreement at any time. Where changes are material, we will endeavour to provide reasonable notice (for example, by email or prominent notice on the Platform). Your continued use of the Platform following any modification constitutes your acceptance of the revised Agreement.

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Soundpiece also reserves the right to modify, suspend, or discontinue the Platform or any feature thereof at any time, with or without notice, and shall not be liable to you for any such modification, suspension, or discontinuation.

 

10. Disclaimer of Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOUNDPIECE DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

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SOUNDPIECE DOES NOT GUARANTEE THAT ANY COMPOSITION IS FREE FROM THIRD-PARTY COPYRIGHT CLAIMS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE SUITABILITY AND LEGALITY OF ANY COMPOSITION YOU USE.

 

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SOUNDPIECE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR ANY COMPOSITION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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SOUNDPIECE’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO SOUNDPIECE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

 

12. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

 

13. General

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement constitutes the entire agreement between You and Soundpiece with respect to your use of the Platform and supersedes all prior agreements, representations, and understandings.

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Failure by Soundpiece to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

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