Terms of Service

1. Agreement and Acceptance

1.1 Binding Agreement

By accessing or using Musikai Puerto Rico LLC's ("Musikai," "we," "us," "our") services (the "Service"), you ("User," "you," "your") agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and any additional terms for specific features or plans. If you do not agree to all terms, you may not use the Service.

You accept these Terms by creating an account (including through Google sign-in), by purchasing a plan, or by otherwise accessing or using the Service. No separate checkbox or signature is required. A link to these Terms is shown when you create an account and is available at all times at the bottom of every page.

1.2 Modification of Terms

Musikai reserves the right to modify these Terms at any time. We will provide notice of material changes via email or in-Service notifications at least 15 days before the changes take effect. Your continued use of the Service after such notice constitutes acceptance of the modified Terms. If you do not agree to modifications, you must discontinue use and may cancel your subscription.

1.3 Eligibility

You must be at least 18 years old and legally able to enter into binding contracts to use the Service. By using the Service, you represent and warrant that you meet these requirements.

1.4 Business vs. Individual Use

If you are using the Service on behalf of a business, organization, or legal entity, you represent that you have authority to bind that entity to these Terms, and "you" refers to that entity.

2. Definitions

• "User Content" or "Submissions" means text, lyrics, prompts, melodies, audio files, or any other content you upload, input, or provide to Musikai.
• "Generated Content" or "Output" means music, audio recordings, melodies, vocals, instrumentals, or other content produced by Musikai's AI or human producers in response to your Submissions.
• "AI-Generated Content" means Output created solely or primarily by Musikai's artificial intelligence without substantial human creative input from Musikai's producers.
• "Production Work" or "Master Recording" means Output created with substantial creative input from Musikai's human music producers, whether through Musikai Production or a producer request made from a Musikai Studio plan.
• "Service" means all features, tools, content, APIs, user interfaces, dashboards, and Musikai's platform, including Musikai PostScore and Musikai Studio.
• "Plan" means the level of Service on your account: Free, Creator, Pro, Musikai Studio ("Studio"), or Musikai Production (also listed as "Enterprise").
• "Self-Serve Plans" means the Free, Creator, Pro, and Studio Plans, where Output is generated primarily by AI. "Paid Plans" means the Creator, Pro, and Studio Plans.
• "Musikai Production" means the custom-priced, done-for-you service where Musikai's human producers create Production Works under a written order or agreement.
• "Credits" means the units of Service usage included with each Plan and spent on generations and other operations, as described in Section 10.
• "Commercial Exploitation" means any use of Output for monetary gain, including but not limited to: streaming on Spotify/Apple Music, sync licensing, background music for commercial videos, advertisements, or any revenue-generating purpose.

3. Plans and Services

Current prices, monthly Credit allotments, and feature limits for each Plan are shown on our Pricing page and at checkout. Those details form part of these Terms for the Plan you choose.

3.1 Free Plan

• A monthly Credit allotment at no charge (currently 1,000 Credits, about three instrumental generations)
• Access to AI music generation and PostScore within the limits shown on the Pricing page
• Personal, non-commercial use only (see Section 4.5). Output may include a watermark
• No credit card required

3.2 Paid Plans (Creator, Pro, and Studio)

• A larger monthly Credit allotment, billed monthly or annually
• AI-generated music based on your prompts, videos, and edits
• You may provide original lyrics or use AI-generated lyrics
• A commercial use license whose scope depends on your Plan (see Section 4.5)
• Studio adds professional editing tools, stem separation, and the ability to send tracks to a Musikai producer
• IMPORTANT: AI-Generated Content may not qualify for U.S. copyright protection (see Section 4.3)

3.3 Musikai Production (Custom Pricing)

• Musikai's human producers create Production Works for you
• Scope, deliverables, revisions, timeline, and price are set in your order or written agreement
• Work Made for Hire: Musikai owns 100% of each Production Work (see Section 4.6)
• You receive a full commercial use license for each Production Work (see Section 4.6)

3.4 Service Availability

Musikai reserves the right to modify, suspend, or discontinue any Plan or feature at any time with 30 days' notice to active subscribers.

4. Intellectual Property Rights

4.1 User Content Ownership

You retain ownership of any User Content you provide, including original lyrics, melodies, or prompts you create.

4.2 Grant of License to Musikai

By submitting User Content, you grant Musikai a non-exclusive, worldwide, royalty-free, sublicensable license to:

• Use, reproduce, modify, and distribute User Content for operating and improving the Service
• Use User Content for training AI models and safety filters
• Display User Content in promotional materials (with your consent for attribution)

This license terminates when you delete specific User Content, except for archival copies retained for legal compliance.

4.3 COPYRIGHT DISCLOSURE: AI-Generated Content (Self-Serve Plans)

4.4 TWO SEPARATE COPYRIGHTS IN MUSIC

IMPORTANT: Music involves TWO distinct copyrights:

a) Sound Recording Copyright (Master Recording)

• The actual recorded audio/phonogram
• Symbol: (P) (Phonogram)
• Controls: Streaming, physical sales, sync licensing of that specific recording

b) Musical Composition Copyright (Publishing)

• The underlying musical work (lyrics, melody, harmony)
• Symbol: (C) (Copyright)
• Controls: Performance royalties, mechanical royalties, covers, sheet music

These are INDEPENDENT rights that may be owned by different parties.

4.5 Self-Serve Plans: License of Use (Not Ownership)

Because AI-Generated Content may lack copyright protection, Musikai does not transfer "ownership" of AI-Generated Content. Instead, Musikai grants you a non-exclusive, worldwide license to use the AI-Generated Content you create, with a scope that depends on the Plan you are on when you create it:

a) Free Plan: Personal, Non-Commercial Use Only

• Allowed: personal listening, demos, and non-monetized personal posts
• Not allowed: any Commercial Exploitation, including monetized videos or channels, streaming releases, advertising, or client work

b) Creator Plan: Online Creator Use

• Allowed: your own monetized content on YouTube, TikTok, Instagram, and similar online platforms; podcasts; and releases under your own name on streaming services (such as Spotify and Apple Music)
• Not allowed: paid advertising; television, film, or broadcast use or sync; or work produced for or on behalf of third-party clients

c) Pro and Studio Plans: Full Commercial Use

• Allowed: all Commercial Exploitation, including paid advertising, client projects, commercial videos, broadcast, and sync, subject to Sections 5 and 7

Exclusivity: Musikai will not knowingly license the same Output to other users while your Paid Plan is active.

Upgrades: Moving to a higher Plan extends that Plan's license scope to Output you create after the upgrade. It does not retroactively expand the license for Output created on a lower Plan.

Revocation: Your commercial use license automatically terminates upon:

• Cancellation, downgrade, or non-payment of your Paid Plan (see Section 10.4, including the 30-day wind-down period)
• Violation of these Terms, including the anti-replication restrictions in Section 7

No Revenue Sharing: Self-Serve Plans do not require revenue sharing. You retain 100% of the income from licensed commercial use (to the extent the content is copyrightable).

4.6 Musikai Production: Work-for-Hire Ownership & Full Commercial License

This Section applies to every Production Work, whether commissioned through Musikai Production or created when a Musikai producer works on a track you send from a Studio Plan:

a) Musikai Ownership

• Musikai owns 100% of all right, title, and interest in each Production Work, including the Master Recording and the musical composition, as a work made for hire under 17 USC 101 or, where work-for-hire status does not apply, by assignment to Musikai
• Musikai is the employer/commissioning party for purposes of the work-for-hire designation

b) Full Commercial Use License

Musikai grants you a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, and publicly perform each Production Work for any Commercial Exploitation, including client work, broadcast, streaming, sync, and advertising, for as long as your Musikai Production engagement or Studio Plan is active, subject to Sections 5 and 7. When that engagement or Plan ends, the license winds down as described in Section 10.4.

c) No Revenue Sharing

There is no revenue split between you and Musikai. You pay the fee set in your order or Plan and keep 100% of any income from your licensed use.

d) License Scope

• Your order or written agreement may set a specific use case, territory, or term. Where it does, those terms control over this Section
• Requests to expand scope (for example, exclusivity or a perpetual license) may be arranged as a separate paid upgrade
• You may not resell, sublicense, or transfer a Production Work as a standalone product. The license covers use within your own or your clients' projects

4.7 Production Works: Composition Rights

The musical composition (lyrics and melody) created as part of a Production Work is owned by Musikai on the same work-for-hire basis as the Master Recording (Section 4.6), unless the parties agree otherwise in a separate written agreement before production begins. Original lyrics or melodies that you supply remain yours under Section 4.1.

Production work that does not create original composition elements, such as mixing, mastering, sound design, instrument selection, or other technical production decisions, relates only to the Master Recording and does not on its own affect composition ownership.

4.8 AI-Generated Composition Elements

If AI generates lyrics or melody with minimal human input:

• No copyright exists in the AI output on its own (per U.S. federal law)
• Only human modifications may be copyrightable as derivative works

If a Musikai producer makes substantial modifications to AI output for a Production Work:

• The resulting derivative work is owned by Musikai as part of the work-for-hire Production Work (Sections 4.6 and 4.7)

5. User Conduct, Submissions & Warranties

5.1 Representations and Warranties

You represent, warrant, and covenant that:

a) You own or have obtained all necessary rights, licenses, permissions, and consents to submit your User Content

b) Your User Content does not and will not:

• Infringe any third party's copyright, trademark, patent, trade secret, moral rights, privacy rights, or other intellectual property or proprietary rights
• Contain unlawful, defamatory, libelous, obscene, pornographic, or otherwise objectionable material
• Violate any applicable law, regulation, or third-party rights

c) You will not use the Service to generate content that:

• Deliberately imitates or impersonates specific copyrighted works without authorization
• Deliberately imitates the voice, style, or identity of living persons without authorization
• Contains hate speech, harassment, threats, or incitement to violence
• Violates export control laws or regulations

d) All information you provide (payment, contact, business details) is accurate and current

5.2 Prohibited Uses

You agree NOT to:

• Reverse engineer, decompile, or disassemble any portion of the Service or AI models
• Use the Service or Generated Content to train competing AI models or services
• Scrape, data mine, or extract data from the Service for benchmarking or competitive purposes
• Share, sell, or disclose prompts, configurations, or processes used to generate Output (see Section 9 - Confidentiality)
• Remove, obscure, or alter any proprietary notices, watermarks, or attribution requirements
• Use the Service in violation of any applicable laws or to facilitate illegal activity
• Create accounts using automated means or false information
• Interfere with or disrupt the Service's operation or servers

5.3 Content Moderation

Musikai reserves the right to review, monitor, and remove any User Content or Generated Content that violates these Terms, even if previously allowed. We may use automated tools and human review.

6. Revenue and Commercial Exploitation

6.1 Musikai Production

Musikai owns Production Works outright (Sections 4.6 and 4.7). There is no revenue sharing between you and Musikai. You keep 100% of any income from commercial use of a Production Work within the scope of your license.

6.2 Self-Serve Plans

Self-Serve Plans do not involve revenue sharing. You keep 100% of income from commercial use permitted by your Plan (Section 4.5), to the extent the AI-Generated Content is copyrightable (see Section 4.3). The Free Plan does not permit commercial use.

7. Anti-Replication and Re-Recording Restrictions

7.1 Purpose and Scope

To protect Musikai's ownership interests and investment in production, User agrees to the following restrictions.

7.2 Self-Serve Plans Anti-Replication (While Your Plan Is Active)

While you are on any Self-Serve Plan, you agree NOT to:

• Re-record, recreate, or produce alternative versions of compositions generated by Musikai's AI using substantially similar arrangements or melodies
• Use other AI services to recreate substantially similar music based on Musikai outputs
• Commission third parties to recreate music substantially similar to Musikai outputs

Upon cancellation or downgrade of a Paid Plan, or closing a Free account:

• All restrictions terminate immediately
• User may re-record or recreate freely
• Your commercial license to the original AI-Generated Content also ends, after the 30-day wind-down in Section 10.4

Limited Exception: User may create acoustic performances (e.g., live guitar/vocals) for non-commercial personal use while subscribed.

7.3 Production Work Re-Recording Restrictions (24 Months)

To protect Musikai's ownership of Production Works and the scope of your license:

During Active Engagement:

While a Musikai Production engagement or Studio Plan is active, you agree NOT to:

• Re-record, recreate, or produce alternative master recordings of any composition for which Musikai produced the original Production Work
• Commission third parties (producers, musicians, AI services) to create substantially similar recordings
• Create "soundalike" recordings that replicate the arrangement, instrumentation, or distinctive elements of Musikai's Master Recording

Post-Engagement (24-Month Restriction):

After the engagement or Studio Plan ends, the restrictions above continue for 24 MONTHS from delivery of each Production Work, as follows:

• All restrictions above remain in effect
• Your use of the original Production Work is governed by Section 4.6 and the wind-down in Section 10.4
• User may NOT create new recordings of the same composition during this period

After 24 months:

• The contractual anti-replication restriction expires
• Musikai continues to own the Master Recording and composition outright (Sections 4.6 and 4.7); expiration of this restriction does not transfer or grant User any copyright ownership
• If User wants a new, similar-sounding track after this period, User should commission a new engagement rather than attempt to independently recreate the original composition

7.4 Scope of Restrictions

Restrictions apply ONLY to re-recording the same musical composition.

User may:

• Create entirely new compositions with Musikai or other producers
• Commission covers/interpretations of third-party compositions
• Use the original track within the scope of your license (Sections 4.5 and 4.6)

Restrictions do NOT apply to:

• Live performances (User may perform compositions live)
• Acoustic versions for non-commercial personal use
• Entirely different compositions (even if similar style/genre)

7.5 Liquidated Damages for Violations

The parties agree that damages from re-recording violations are difficult to calculate. If you violate Section 7.2 or 7.3 during the restricted period:

Production Works:

• During an active engagement or Studio Plan: $10,000 per track
• During 24-month post-termination period: $7,500 per track

PLUS:

• All revenue earned from the violating recording
• Musikai's reasonable attorneys' fees and costs
• Injunctive relief (immediate court order to cease)

These are liquidated damages (pre-agreed, reasonable estimate of harm), not penalties.

Self-Serve Plans (AI-Generated Content): While your Plan is active: $2,500 per track

(Self-Serve Plans have no post-termination restrictions)

7.6 Injunctive Relief

Because monetary damages may be insufficient, User agrees Musikai may seek immediate injunctive relief (restraining order) to prevent or stop violations, without posting bond.

7.7 Evidence of Violation

Musikai may establish violation through:

• Substantial similarity analysis (musicological expert)
• Timing evidence (re-recording shortly after restriction period begins)
• User's own statements or admissions
• Metadata showing creation date

Affirmative Defense:

User may prove new recording was:

• Created before restriction period began, OR
• Substantially different composition (not substantially similar)

7.8 Restrictions Survive Termination

Production Work anti-replication restrictions survive termination for the full 24 months (Section 7.3).

Self-Serve Plan restrictions end upon cancellation.

8. Attribution and Marketing Rights

8.1 Mandatory Attribution (Production Works)

For all Production Works, you must include the credit:

"Produced by Musikai" or "Master Recording by Musikai"

In the following locations:

• Distribution metadata (Spotify, Apple Music, etc.) in the "Producer" or "Credits" field
• YouTube video descriptions (if used in videos)
• Physical media credits (if applicable)
• Liner notes or credits sections

Failure to include attribution is a material breach allowing Musikai to:

• Demand correction within 15 days
• Issue takedown notices if not corrected
• Revoke your license

8.2 Attribution for Self-Serve Plans (Optional but Encouraged)

For Self-Serve Plans, attribution is encouraged but not mandatory. However, including "Generated with Musikai" in your credits:

• Helps strengthen copyright claims by documenting the creation process
• May qualify you for promotional benefits or discounts

8.3 Musikai's Marketing Rights

Musikai reserves a non-exclusive, royalty-free, perpetual, worldwide license to use up to 30 seconds of any Generated Content (with or without your identifying information) for:

• Demonstrating platform capabilities on Musikai's website and social media
• Marketing and promotional materials
• Training materials and tutorials
• Trade show demonstrations

Your Right to Opt-Out: You may opt out of marketing use for specific tracks by emailing legal@musikai.com with track identifiers. Opt-out applies to future uses only (does not require removal of existing marketing materials).

8.4 Testimonials and Case Studies

If Musikai requests to feature your use case as a testimonial or case study (with your business name or personal details), we will obtain separate written consent. Section 8.3 does NOT authorize use of your identity for endorsement without permission.

9. Confidentiality and Trade Secrets

9.1 Confidential Information

You acknowledge that Musikai's AI algorithms, prompts, configurations, training data, code, processes, and business methods constitute valuable trade secrets and confidential proprietary information ("Confidential Information").

9.2 Non-Disclosure Obligations

You agree NOT to:

• Disclose prompts, settings, or configurations used to generate Output to any third party
• Reverse engineer or attempt to discover the underlying AI models or algorithms
• Use Confidential Information to develop or assist in developing competing AI music services
• Share or publish Musikai's internal processes, documentation, or trade secrets

9.3 Permitted Disclosures

You may disclose Confidential Information only:

• To your employees or contractors who need to know and are bound by confidentiality obligations
• As required by law or court order (with advance notice to Musikai if possible)

9.4 Duration

Confidentiality obligations survive termination indefinitely for information that qualifies as trade secrets under applicable law, and for 5 years for other Confidential Information.

9.5 Remedies

Breach of confidentiality may cause irreparable harm. You agree Musikai may seek injunctive relief without proving monetary damages or posting bond.

10. Plans, Credits, Payment & Cancellation

10.1 Plan Fees and Billing

The Free Plan has no charge. Paid Plans are billed in advance, either monthly or annually as you select at checkout, at the price shown when you subscribe. Paid Plans renew automatically at the end of each billing period until you cancel.

Musikai Production is billed as set out in your order or written agreement.

10.2 Credits

• Each Plan includes a monthly Credit allotment, shown on the Pricing page. The Free Plan currently includes 1,000 Credits per month
• Credits are refreshed every 30 days. On refresh, your balance is reset to your Plan's allotment. Unused Credits do not roll over
• Annual Paid Plans are billed once a year but still receive Credits monthly
• Each generation or operation costs the number of Credits shown in the Service before you confirm it. Musikai may change Credit costs with notice under Section 10.6
• If a generation fails for a technical reason on our side, the Credits spent on it are returned to your balance
• Credits have no cash value, are not your property, cannot be sold, transferred, or exchanged for money, and are forfeited when your account is closed

10.3 Payment Authorization

By purchasing a Paid Plan or Musikai Production, you authorize Musikai (through its payment processor, Stripe) to charge your payment method:

• Plan fees on each renewal date
• Any applicable taxes
• Musikai Production fees as set out in your order

10.4 Cancellation and Downgrades

Paid Plans:

• You may cancel at any time via your account settings. Cancellation stops future renewals
• Your Plan, Credits, and license remain active until the end of the billing period you have already paid for
• 30-day wind-down: When a Paid Plan ends (through cancellation, downgrade, or non-payment), your commercial use license for Output created under that Plan ends. You must stop new commercial distribution and remove that Output from commercial use within 30 days
• After a downgrade, your license for new Output follows your new Plan (Section 4.5)
• Self-Serve Plan re-recording restrictions end when the Plan ends (Section 7.2)

Musikai Production:

• You may decline future engagements at any time. Cancellation of work already in progress is governed by your order or written agreement
• Musikai's ownership of delivered Production Works is unaffected (Sections 4.6 and 4.7)
• Your commercial license to delivered Production Works winds down on the same 30-day basis described above, unless your order or written agreement grants a longer term
• Re-recording restrictions apply for 24 months from delivery of each track (Section 7.3)

10.5 No Refunds

All fees are non-refundable, including for partially used billing periods, unused Credits, and unused portions of annual Plans (annual Plans are not prorated). Cancelling stops the next renewal but does not refund the current period. The only exceptions are:

• Where a refund is required by applicable law
• Musikai Production refunds, which are governed solely by your order or written agreement

Billing questions may be sent to billing@musikai.com.

10.6 Price and Credit Changes

Musikai may change Plan prices, Credit allotments, or Credit costs with 30 days' notice. Changes apply to new subscriptions immediately and to existing subscriptions at the next renewal after the notice period.

You may cancel before renewal to avoid a change.

10.7 Taxes

You are responsible for all sales, use, VAT, or other taxes except Musikai's income taxes. If we are required to collect or pay taxes on your behalf, you will be charged accordingly.

10.8 Payment Failure

If a payment fails:

• Our payment processor may retry the charge over several days
• If payment is still unsuccessful, your account reverts to the Free Plan and its limits, and the 30-day wind-down in Section 10.4 begins
• Musikai may terminate an account with amounts outstanding for more than 30 days

11. Termination and Survival

11.1 Termination by You

You may terminate your account at any time via account settings. Termination does not relieve you of:

• Outstanding payment obligations
• Anti-replication restrictions (Sections 7.2-7.3)
• Confidentiality obligations (Section 9)

11.2 Termination by Musikai

Musikai may suspend or terminate your access immediately if:

• You breach any material term of these Terms
• Your account is inactive for 12+ months (Self-Serve Plans only)
• We reasonably believe your use violates law or third-party rights
• Required by law or court order
• You engage in abusive conduct toward Musikai staff

We will provide notice when practical, but immediate termination may occur for serious violations.

11.3 Effect of Termination

Upon termination by either party:

Self-Serve Plans:

• Your commercial use license ends (Section 4.5)
• You must cease commercial distribution within 30 days (Section 10.4)
• Re-recording restrictions terminate immediately
• Remaining Credits are forfeited (Section 10.2)

Musikai Production:

• Musikai's ownership of Production Works continues (Sections 4.6 and 4.7)
• Your commercial license to delivered Production Works winds down as described in Section 10.4, unless your order or written agreement says otherwise
• Re-recording restrictions remain in effect for 24 months from delivery of each track (Section 7.3)

All Plans:

• Access to Service and account data terminates
• Confidentiality obligations survive (Section 9)
• Payment obligations for services rendered survive
• Indemnification obligations survive (Section 12)
• Anti-replication restrictions survive per Section 7

11.4 Data Retention

After termination, Musikai may retain:

• Transaction records (7 years for tax compliance)
• Generated Content for legal compliance and archival purposes
• User Content as permitted by Section 4.2 license

You may request deletion of personal data under our Privacy Policy, subject to legal retention requirements.

12. Indemnification

12.1 Your Obligations to Musikai

You agree to hold harmless Musikai, its officers, directors, employees, contractors, and affiliates from and against any losses, liabilities, and expenses arising directly from your breach of these Terms or your violation of applicable law. For the avoidance of doubt, you are not obligated to defend or indemnify Musikai against any third-party claims.

Waiver of Claims. You agree that you will not bring any claim, action, suit, or proceeding of any kind against Musikai, its officers, directors, employees, contractors, or affiliates arising out of or related to: (a) your use of the Service; (b) any User Content you submit; (c) any Generated Content; or (d) your breach of these Terms. This waiver applies to all claims whether in contract, tort, statute, or otherwise.

12.2 Musikai's Indemnification of You (Limited)

Musikai will defend and indemnify you against third-party claims that Musikai's Service itself (the AI software and platform technology) infringes a valid U.S. patent or copyright, provided that:

• You promptly notify Musikai in writing of the claim
• You grant Musikai sole control of the defense and settlement
• You cooperate with Musikai's defense
• The claim does not arise from your modifications or misuse

Musikai's indemnification does NOT cover:

• Claims that Generated Content infringes third-party rights (that's your risk per Section 5.1)
• Claims arising from User Content you provided
• Claims arising from your violation of these Terms

Cap on Musikai's Indemnification: Musikai's total liability under this Section 12.2 shall not exceed the greater of: $10,000, OR Total amount you paid Musikai in the 12 months preceding the claim

12.3 Indemnification Procedure

The indemnified party must:

• Promptly notify the indemnifying party in writing
• Cooperate reasonably with defense
• Allow indemnifying party to control defense and settlement (provided settlement does not admit liability of indemnified party or impose obligations on indemnified party without consent)

13. Disclaimers and Limitation of Liability

13.1 No Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

MUSIKAI DISCLAIMS ALL WARRANTIES, INCLUDING:

• No Copyright Guarantee: We do not warrant that AI-Generated Content qualifies for copyright protection under U.S. law
• No Uniqueness Guarantee: We do not warrant that Generated Content is unique or free from similarity to existing works
• No Infringement Guarantee: We do not warrant that Generated Content does not infringe third-party rights (though we implement filters to reduce risk)
• No Commercial Success Guarantee: We do not warrant any particular revenue, streams, or commercial results from your use
• Implied Warranties Disclaimed: No implied warranties of merchantability, fitness for particular purpose, or non-infringement
• Service Availability: We do not guarantee uninterrupted, error-free, or secure service

13.2 Similarity and Infringement Risk

You acknowledge and accept that:

• Generative AI may inadvertently produce Output similar to existing copyrighted works
• Musikai implements similarity detection and filtering, but these tools are not perfect
• You are solely responsible for conducting your own clearance checks before commercial exploitation
• Musikai is not liable for claims that Generated Content infringes third-party rights

13.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Self-Serve Plan Users:

MUSIKAI'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE LESSER OF: (a) TOTAL AMOUNT YOU PAID MUSIKAI IN THE 6 MONTHS PRECEDING THE CLAIM, OR (b) $500 USD

Musikai Production Clients:

MUSIKAI'S TOTAL LIABILITY SHALL NOT EXCEED THE LESSER OF: (a) TOTAL AMOUNT YOU PAID MUSIKAI IN THE 12 MONTHS PRECEDING THE CLAIM, OR (b) $10,000 USD

Exclusions from Cap:

The above limitations DO NOT apply to:

• Musikai's indemnification obligations under Section 12.2
• Liability for gross negligence or willful misconduct by Musikai
• Violations of confidentiality obligations by Musikai
• Death or personal injury caused by Musikai's negligence
• Liabilities that cannot be limited under applicable law

13.4 Exclusion of Consequential Damages

IN NO EVENT SHALL MUSIKAI BE LIABLE FOR:

• Indirect, incidental, special, punitive, or consequential damages
• Lost profits, revenue, data, or business opportunities
• Cost of substitute services
• Damages for reputational harm

Even if Musikai has been advised of the possibility of such damages.

13.5 Basis of the Bargain

You acknowledge that Musikai has set pricing and entered into these Terms in reliance upon the disclaimers and limitations of liability, which allocate risk between the parties and form a basis of the bargain.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating arbitration or litigation, you agree to first contact Musikai at legal@musikai.com to attempt informal resolution. We will attempt good faith negotiations for 30 days.

14.2 Binding Arbitration (MANDATORY)

All disputes arising from or relating to these Terms or the Service must be resolved by binding arbitration, except as provided in Section 14.6.

"Dispute" includes any controversy or claim, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory.

14.3 Arbitration Procedures

Arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA), with the following modifications:

• Location: San Juan, Puerto Rico (or virtual via videoconference by mutual agreement)
• Arbitrator: One neutral arbitrator mutually agreed upon by the parties. If parties cannot agree within 14 days, AAA will appoint.
• Language: English
• Costs: Each party bears its own attorneys' fees. Arbitration filing fees and arbitrator compensation shall be split 50-50 unless applicable law requires otherwise or arbitrator allocates costs differently based on outcome.
• Discovery: Limited to documents and depositions necessary to the claim, at arbitrator's discretion
• Timeline: Parties will endeavor to complete arbitration within 6 months of filing

14.4 Arbitration Award

The arbitrator's decision is final and binding. The arbitrator may award any relief that a court could award, including damages, injunctive relief, and attorneys' fees if authorized by law or contract.

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

14.5 Class Action Waiver

YOU AND MUSIKAI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

You waive any right to participate in a class action lawsuit or class-wide arbitration against Musikai.

If a court finds the class action waiver unenforceable as to any particular claim, that claim must be severed and decided in court (not arbitration), while remaining claims proceed in arbitration.

14.6 Exceptions to Arbitration

Either party may bring an action in court for:

• Injunctive relief to protect intellectual property rights or confidential information (no bond required)
• Small claims court actions (if within that court's jurisdictional limits)

14.7 Governing Law

These Terms are governed by the laws of the Commonwealth of Puerto Rico and applicable federal laws of the United States, without regard to conflict of law principles.

The Federal Arbitration Act (FAA) governs the interpretation and enforcement of arbitration provisions.

14.8 Jurisdiction for Non-Arbitrable Claims

For any disputes not subject to arbitration (per Section 14.6), you consent to the exclusive jurisdiction of the federal and state courts located in San Juan, Puerto Rico. You waive any objection to venue or inconvenient forum.

14.9 License Transfer Requests (Production Works)

Because Musikai owns Production Works outright (Sections 4.6 and 4.7), you do not hold an ownership stake to sell or transfer. If a third party wishes to acquire rights beyond the scope of your License to Use Agreement, contact Musikai at legal@musikai.com to discuss a separate licensing arrangement.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy, the Plan details shown at checkout, and any Musikai Production order or written agreement, constitute the entire agreement between you and Musikai regarding the Service, and supersede all prior agreements, discussions, or representations.

15.2 Amendments

Musikai may amend these Terms as provided in Section 1.2. Amendments do not apply retroactively to disputes arising before the amendment.

15.3 Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without Musikai's prior written consent.

Musikai may freely assign these Terms to affiliates, successors, or in connection with a merger, acquisition, or sale of assets.

15.4 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

15.5 No Waiver

Musikai's failure to enforce any provision does not constitute a waiver of that provision or Musikai's right to enforce it later.

15.6 Force Majeure

Musikai is not liable for delays or failures in performance resulting from causes beyond reasonable control, including acts of God, war, terrorism, pandemics, internet disruptions, or government actions.

15.7 Independent Contractors

You and Musikai are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

15.8 Third-Party Beneficiaries

These Terms do not confer any rights on third parties except as expressly stated (e.g., indemnified parties under Section 12).

15.9 Notices

Musikai may provide notices to you via:

• Email to the address associated with your account
• Posting on the Service or website
• In-app notifications

You agree such notices constitute valid legal notice.

You may send legal notices to Musikai via:

Email: legal@musikai.com

15.10 Interpretation

Headings are for convenience only and do not affect interpretation. "Including" means "including but not limited to." "May" denotes permission, not obligation.

15.11 Survival

The following sections survive termination of these Terms:

• Section 4 (Intellectual Property Rights - as applicable)
• Section 7 (Anti-Replication - for specified durations)
• Section 9 (Confidentiality)
• Section 12 (Indemnification)
• Section 13 (Disclaimers and Limitations)
• Section 14 (Dispute Resolution)
• Section 15 (General Provisions)

15.12 Export Compliance

You may not use the Service if you are located in a country subject to U.S. embargo or designated as a "terrorist supporting" country by the U.S. government, or if you are on any U.S. government list of prohibited or restricted parties.

15.13 Accessibility

If you have difficulty accessing these Terms due to a disability, contact accessibility@musikai.com for assistance.

15.14 Language

These Terms are drafted in English. Any translation is for convenience only. In case of conflict, the English version controls.

16. Contact Information

Musikai Puerto Rico LLC

Email Support: support@musikai.com

Legal Inquiries: legal@musikai.com

Billing Questions: billing@musikai.com