IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITHOUT EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND MUSICFLOW THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 BELOW FOR DETAILS REGARDING ARBITRATION.
THESE TERMS AND CONDITIONS ALSO CONTAIN (A) A LIMITATION OF LIABILITY THAT MAY LIMIT THE AMOUNT OF DAMAGES TO WHICH YOU ARE ENTITLED; AND (B) INDEMNITIES WITH RESPECT TO LOSSES (AS DEFINED BELOW) THAT MUSICFLOW MAY SUFFER IN CONNECTION WITH YOUR USE OF THE SERVICES.
MUSICFLOW SHALL NOT BE RESPONSIBLE FOR THE INFRINGEMENT OF INTELLECTUAL PROPERTY OF THIRD PARTIES CAUSED BY YOUR USE OF THE GENERATED CONTENT (AS DEFINED BELOW) CREATED THROUGH THE SERVICES.
The following Terms and Conditions (“Terms”) govern your access or use of websites https://www.trymusicflow.com/ and https://www.app.trymusicflow.com/ (collectively, the “Website”), the information, and any content generated for you (the “Generated Content”) based on your User Content (as defined below) provided through the Website or other software (collectively, the “Services”) by MusicFlow or its subsidiaries (collectively, “MusicFlow”, “we”, “our” or “us”). In addition, when using the Services, you will be subject to any guidelines or rules applicable to such Services that MusicFlow may post from time to time. All such guidelines or rules are deemed to be part of these Terms.
By using the Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Services. If you are using the Services as a representative (a “Representative”) acting on behalf of a business, company, or other legal entity (in such event, for the purposes of these Terms, “you” and “your” will refer to apply to that business, company, or other legal entity), then you covenant that you have the right, power, and authority to enter into these Terms, perform your obligations, and grant the rights, licenses, and authorizations in these Terms and you will be responsible for any act or omission of any employees, contractors, or third-party agents using the Services (or providing services through the Services)
3. MODIFICATIONS TO THESE TERMS OR THE SERVICES
We may update the Terms from time to time at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Website and updating the date above. It’s important that you review the Terms whenever we update them, or whenever you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore.
MusicFlow reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that MusicFlow will not be liable to you or to any third party for the modification, suspension, or discontinuance of the Services or your access thereto.
4. ACCOUNT AND REGISTRATION; ACCURACY OF INFORMATION; PERMITTED USERS
In consideration of your access to the Services, you agree to:
a) provide true, accurate, current, and complete information about yourself as prompted by the online registration form (“Registration Data”) when you sign up for the Services by purchasing a subscription plan; and
b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, materially inaccurate, or incomplete, or if you do not keep it current, or if MusicFlow has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, MusicFlow has the right to suspend or terminate your account and your Subscription and refuse your access to or use of the Services.
We reserve the right to decline to provide Services to any person who breaches these Terms.
You may use the Services only if you are 18 years or older and capable of forming a binding contract with MusicFlow, and not otherwise barred from using the Services under applicable law.
For mentioning the website specifically, you would change “the Website” to trymusicflow.com like this:
If we do, we’ll let you know by posting the updated Terms on trymusicflow.com and updating the date above.
5. PASSWORDS AND SECURITY
You are responsible for maintaining the confidentiality of your password and account, and you are fully responsible for all activities that occur when your password or account is used. You agree to immediately notify MusicFlow of any unauthorized use of your password or account or any other breach of security; and ensure that you exit from your account (or lock your device) at the end of each session. MusicFlow will not be liable for any loss or damage arising from your failure to comply with these Terms.
6. INDEMNITY; DAMAGE CLAIMS BY THIRD PARTIES
You agree to indemnify and hold MusicFlow, its subsidiaries and affiliates, and each of their respective directors, officers, employees, and agents (collectively, the “Indemnified Parties”) harmless from any and all losses, costs (including reasonable legal fees), obligations, liabilities, awards, judgements, fines, penalties, damages, or other charges (collectively, “Losses”) with respect to any claim, action, proceeding, demand, lawsuit, cause of action, or investigation of any nature whether at law or equity (collectively, “Claims”) by a third party arising from or related to your negligence or wilful misconduct, your violation of these Terms, or your violation of any rights of another person.
You also agree to indemnify and hold the Indemnified Parties harmless for any Losses arising from or related to your violation of these Terms. The foregoing shall apply to direct Claims.
a) Subscription Fees: If you purchase a Subscription, you will be charged the subscription fee, plus any applicable taxes and other charges (“Subscription Fees”), at the time and frequency applicable to your selected Subscription plan. By purchasing a Subscription, you authorize us (or our third-party payment processor) to charge your payment method for recurring payments and you agree to the pricing, payment, and billing policies applicable to such Subscription Fees, as posted or otherwise communicated to you. Such recurring payments are non-refundable, regardless of if the Services were used or accessed during the billing period, except as expressly provided for in these Terms. You will continue to be charged for the Subscription Fees until you cancel your Subscription.
b) Trial Offers: We may offer paid or free trials for a specific period of time. To subscribe to a free trial, you may still be required to provide a payment method, but your payment method will not be charged until the free trial period ends. We may conduct an authorization on your credit card, which will result in a temporary charge that will be removed within 2 to 3 business days. Unless you cancel your Subscription prior to the end of the trial period, you will be responsible to pay the Subscription Fees and we (or our third-party payment processor) will begin charging your payment method on a recurring basis (monthly or annually) for the applicable Subscription plan, along with any applicable taxes and other charges, until you decide to cancel your Subscription. Trials are available exclusively to new users.
c) Refunds: If you have subscribed to an annual plan, you may cancel your Subscription within 14 days to receive a full refund of the Subscription Fees by contacting our customer service team at firstname.lastname@example.org. Any cancellation request received after this 14-day period will not be eligible for a refund. The refund will be processed to your original method of payment within 10 to 15 business days from the date of the cancellation request. Please note that monthly Subscription plans are not eligible for any type of refund.
d) Cancellation: If you wish to cancel your Subscription, you may do so at any time via your billing portal in the MusicFlow app. You may also cancel your Subscription by emailing us at email@example.com at least 3 business days before your next billing period with your full name and the email associated with your account. If you do not notify us at least 3 business days before your next billing period, we cannot guarantee your subscription will be cancelled before the next billing period. Your failure to cancel in due time or your continued use of the Services reaffirms that MusicFlow is authorized to charge you for, and you are responsible for paying all Subscription Fees. If you cancel your Subscription or trial, your right to use the Services will continue until the end of the then-current billing period or the end of the trial and will then terminate without further charges, except that you will remain responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current billing period.
e) Currency: All fees, including Subscription Fees, applicable taxes, and other charges, if any, are payable in United States dollars. If the currency in which you pay for any purchases from the Services is different than your payment method’s billing currency, then your bank or credit card company (or other third party that you use to pay for your purchase) may convert the payment amount to your billing currency associated with your payment method, based on an exchange rate and fee amount determined solely by such third party. As a result, the amount listed on your payment statement issued by such third party may be a different amount than that shown at checkout on the Services. Please contact your bank or credit card company (or the other third party that you use to pay for your purchase) if you have any questions about these fees or the applicable exchange rate.
8. USER CONTENT
Our Services may allow you to store or share content such as text, files, documents, graphics, images, music, software, audio, and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. MusicFlow does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content, (such as posts or comments you make), may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
By making any User Content available through the Services, you grant to MusicFlow, its licensors, and their affiliates a non-exclusive, transferable, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license, with the right to sublicense, to use, host, store, copy, communicate, modify, create derivative works based upon, distribute, publish, publicly display, and publicly perform your User Content in connection with MusicFlow, its licensors, and their affiliates providing, operating, securing, and improving their services.
You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant to MusicFlow the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by MusicFlow on or through the Services will infringe, misappropriate, or violate any third parties intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Subject to your compliance with these Terms, MusicFlow hereby grants you a non-exclusive, worldwide, license, with the right to sublicense, to use, copy, modify, sell, create derivative works based upon, distribute, publicly display, and publicly perform Generated Content for your lawful business purposes.
We may make available through the Services content that is subject to intellectual property rights, including Generated Content. We and our licensors (as applicable) retain all rights to that content.
10. USAGE REQUIREMENTS; GENERAL PROHIBITIONS; ENFORCEMENT RIGHTS
a) You agree that you will use the Services:
- Only in a lawful manner and in compliance with all applicable laws;
- In accordance with the Terms, the license granted in Section 9 and any documentation, usage guidelines, parameters, and other requirements provided to you by MusicFlow or its licensors, as may be modified by MusicFlow or its licensors from time to time;
- In a manner that does not infringe, misappropriate, or otherwise violate any of MusicFlow or its licensors’ rights or those of any other person or entity; and
- As it relates to Generated Content, in a manner that is consistent with the OpenAI mission and Charter and OpenAI API Usage Guidelines, as determined by OpenAI in its sole discretion.
b) You agree not to do any of the following:
- Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; or (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
- Use the Services in connection with any spyware, malware, virus, worm, trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device;
- Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by MusicFlow;
- Use web scraping, web harvesting, or web data extraction methods to extract data from the Services (including Generated Content), or MusicFlow, its licensors’, and their affiliates’ software, models, or systems;
- Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Decipher, decompile, disassemble, reverse assemble, reverse compile, decompile, translate, or reverse engineer any component or software used to provide the Services, discover the source code of any component of the Services, or attempt to do any of the foregoing;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; and
- Encourage or enable any other individual to do any of the above.
MusicFlow is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
11. COPYRIGHT AND DMCA
We respect the intellectual property rights of others. If you believe that any material located on or linked to the Services violates your copyright or other intellectual property rights, please send a notice of claimed infringement to firstname.lastname@example.org.
12. LINKS TO THIRD-PARTY WEBSITES OR RESOURCES
The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at email@example.com.
14. WARRANTY DISCLAIMERS
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW:
a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MUSICFLOW EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
b) MUSICFLOW MAKES NO WARRANTY THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, MUSICFLOW MAKES NO WARRANTY WITH RESPECT TO THE SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICES. MUSICFLOW DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY, OR ABILITY OF THIRD-PARTY PROVIDERS, INCLUDING THIRD PARTIES WHO PROVIDE SERVICES THROUGH OR IN CONNECTION WITH THE SERVICES.
c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED BY YOU AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MUSICFLOW OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY OR OBLIGATION NOT EXPRESSLY STATED IN THESE TERMS.
You will indemnify and hold Musicflow, its licensors, their affiliates, and each of their officers, directors, employees, representatives, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services; (b) your User Content; (c) your violation of these Terms; or (d) your actual or alleged infringement, misappropriation, or violation of Musicflow's, its licensors’, or any third party’s intellectual property or proprietary rights.
16. LIMITATION OF LIABILITY
a) MUSICFLOW AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS (COLLECTIVELY, THE “MUSICFLOW PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND (EVEN IF ONE OR MORE OF THE MUSICFLOW PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) YOUR ACCESS OR USE, OR YOUR INABILITY TO USE, THE SERVICES, (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICES.
b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL MUSICFLOW’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100).
c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MUSICFLOW AND YOU.
d) THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
e) YOU ACKNOWLEDGE THAT THE MUSICFLOW PARTIES ARE THIRD PARTY BENEFICIARIES OF THESE TERMS AND HAVE THE RIGHT TO ENFORCE THESE TERMS AGAINST YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL, OR OTHER TYPES OF DAMAGES. IN THOSE JURISDICTIONS, THE WARRANTIES AND CONDITIONS OF MUSICFLOW WILL BE THE MINIMUM REQUIRED BY LAW AND THE LIMITATION OF LIABILITY WILL BE AS BROAD AS MAY BE CONSTRUED BY APPLICABLE LAW.
We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
You agree that any dispute (“Dispute”) shall be submitted to and determined by binding arbitration in accordance with the Simplified Arbitration Rules as follows:
a) The number of arbitrators shall be one, and the parties shall mutually agree and appoint an arbitrator within 10 days of the delivery of the notice of arbitration.
b) The language of the arbitration shall be English.
c) The decision of the arbitrator shall be final and binding upon the parties. The decision of the arbitrator shall be executory, and judgment thereon may be entered by any court of competent jurisdiction.
d) The arbitration proceeding and any decision by the arbitration panel shall be confidential unless disclosure is required by applicable law.
e) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
YOU AND MUSICFLOW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.
a) Reservation of Rights: MusicFlow and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. MusicFlow’s licensor, OpenAI LLC, exclusively owns all right, title, and interest in and to Generated Content. MusicFlow claims no ownership of Generated Content. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.
b) Entire Agreement: These Terms constitute the entire and exclusive understanding and agreement between MusicFlow and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between MusicFlow and you regarding the Services.
c) Severability: If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
d) Notices: Any notices or other communications provided by MusicFlow under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
e)Waiver of Rights: Musicflow’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Musicflow. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact us at firstname.lastname@example.org