Terms of Use

Acceptance of the Terms of Use of Services

These terms of use constitute a legal agreement between you and Sureel Inc. ("Sureel," "we," "our"). The following terms and conditions, together with any expressly incorporated documents and/or additional terms (collectively, these "Terms of Use"), govern your access to and use of, including any content and features offered on or through Sureel’s websites and platforms. By using the Services, you also agree to be bound by Sureel’s Privacy Policy, available here.

The services and associated platform make available certain services and outputs based on the subscription for which you have paid (each, a “Service”). The Services are broken down into distinct packages and programs which offer different features and plans(each, a “Program”). Separately, Sureel may offer a Program through which certain generative tools are made available to you for integration within a website or application under your control (“GenAI Service”). Each Program offers different pricing and features more fully described here (“Program Guide”). You acknowledge that Sureel may make changes to the Programs and Services. Sureel will make reasonable efforts to notify you of any changes. The Program Guide is incorporated by reference in these Terms of Use.

The Services analyze content submitted by you (“Assets”), which consist of music recordings, lyrics and other data related to the Assets. Depending on the Program to which you are subscribed, the Services will provide output related to the Assets, as set out in these Terms of Use and the Program Guide (“Output”).

By registering an account and making use of the Services, you agree to be bound by and to comply with these Terms of Use. If you do not agree to these terms of use, or do not have authority to bind the customer on behalf of which you are registering, you must not access or use the Services. You agree to make use of the Services solely in accordance with these Terms of Use.

These conditions apply to all Assets, content, materials, and information that a user submits, posts, displays, or transmits to the Services. Without limiting the foregoing, you warrant and agree that the Assets used in connection with the Services and your use of the Services do not (i) violate these Terms of Use; (ii) violate or infringe upon the rights of any third party, including in connection with any third-party website or platform; and (iii) condone or encourage any third party to do so.

Intellectual Property Rights and Ownership

You understand and agree that the Services and all of theirs contents, features, and functionalities, including, but not limited to, all information, software, code, data, text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, layout of the Website, the selection and arrangement of the Website (“Sureel Materials”), are Sureel’s property or that of its licensors, or other providers of such material. Sureel Materials are protected under all forms by intellectual property laws, including, but not limited to, copyright, trademark, patent, trade secret, and any other proprietary rights.

Sureel Materials do not include the Assets as such. You acknowledge that the Output may embody certain characteristics of the Assets.

You do not have any rights in and to the Output, except as specifically set out in this Agreement. The fact that Sureel makes Output available to you does not entitle or guarantee any access to the underlying technology, derivative works or other materials generated as part of the Services. Output may not be protectable subject-matter under applicable statutes and regulations, and Sureel makes no representation to that effect.

It is possible that the Services may refer you to direct sources of documents or information provided by third parties (including websites) ("Third-Party Content"). Consequently, your use of the Services may be subject to additional terms of use applicable to the Third-Party Content, and it is your responsibility to comply with those terms. Sureel makes no representations or warranties regarding such Third-Party Content.

Sureel’s name, logos, designs, images, taglines and other marketing materials are Sureel’s property. You must not use such materials without Sureel’s prior written permission. The Sureel Materials, Third-Party Content and the Output include copyright, trademark or other notices. It is forbidden to modify or remove such notices. Any removal or modification made results in voiding any warranty made by Sureel under these Terms of Use.

If your use of the Services violates these Terms of Use, your right to use them will terminate immediately and you must, at our option, return or destroy all copies of the materials in your possession. You have no right, title, or interest in the Services and all rights not expressly granted are reserved by Sureel. Any use of the Services that is not expressly authorized by these Terms of Use constitutes a breach of these conditions and may violate or infringe the copyrights, trademarks, and other intellectual property or other proprietary rights laws.

Acceptable Use of the Services

Your use of the Services is subject to these Terms of Use, which include the following acceptable uses and limitations. You must not: (i) use the Services in any way so as to create a separate service or to otherwise replicate the Services features or capabilities; (ii) scrape or use other aggregate or extraction techniques in conjunction with the Services; (iii) reverse engineer, reverse assemble, decompile, modify or otherwise investigate any source or object code of any part of the Services, or circumvent or attempt to circumvent any protections or restrictions to the Output or the Services; (iv) use the Services in conjunction with any Assets that are abusive, libelous, defamatory, obscene, or that promote or incite violence, terrorism or illegal acts, or that is otherwise objectionable as determined by Sureel; (v) use the Services in conjunction with any Assets that are illegal or in violation of regulations, court orders or other reasonably demonstrated restriction; (vi) use or introduce to the Services any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component; (vii) sell, resell or monetize your access to the Services or the Outputs for the benefit of third parties (or any party that has not granted you sufficient rights to use Assets in conjunction with the Services); (viii) use the Services with any automation tools (including for submitting Assets or obtaining Output), except as expressly permitted by Sureel or enabled as part of the Services; and (ix) use the Services for fraudulent, abusive purposes or in any prohibited or abusive commercial practice.

Additionally, you shall not circumvent or undermine the security measures and controls of the Services (for example, jailbreak or prompt injection bypass tactics), or attempt to do. You shall not attempt to obtain unauthorized access or use the Services in a manner aimed at disrupting any service, data, account, network, including notably by attempting to circumvent measures taken to configure the Services and Output.

License Grant

The Services have interactive features allowing Assets to be submitted by you. In doing so, you should assume that the submissions and Assets cannot be treated as entirely confidential or under any privilege or theory such as attorney-work product or otherwise.

Sureel makes no claim of ownership to the Assets – they are and remain your property.'

Except as may be specified otherwise in the Program Guide, by providing any Assets to the Services, you grant us and our affiliates, and each of their and our licensees, successors, and assigns the right to a worldwide, royalty-free, perpetual, irrevocable, and non-exclusive license to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for the purpose of providing the Services and improving them (including by using the Assets for training and developing features for the Services). Notwithstanding the foregoing, with respect to the GenAI Services only, you may opt out for all or part of the Assets to be excluded from Sureel’s rights granted under this section (provided that any such opt out cannot extend to attribution features of the Services, which require such rights to be granted to Sureel).

Notably, Assets and data related to your use of the Services are used for statistical purposes and for improving Sureel’s products and services, including the Output.

By submitting Assets to the Services, you represent and warrant that you own or have the rights necessary to do so in accordance with these Terms of Use. You understand and agree that you, and not Sureel (nor its subsidiaries, affiliates, or their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors) are fully responsible for any Asset you submit or your use of the Output as permitted, and you are fully responsible, including to any third party, for Sureel’s use of the Assets in providing the Services and, insofar as they are part of the Output, the Output itself.

Use of Outputs

Except for Output created using the GenAI Service, Outputs are provided for internal business purposes only. Any disclosure or publication of the Outputs is subject to Sureel’s prior written consent. Any use of the Output as part of legal, judicial or arbitration proceedings are subject to additional terms and applicable fees.

Except as set out in these Terms of Use with respect to the GenAI Service, the Services, Output and other content made available by Sureel must not be framed on any other site or otherwise displayed, nor may you create a link to any part of our Services in a manner (i) to imply that the Services are operated by you, or (ii) that would allow third parties to use the Services without registering directly with Sureel.

Program-specific Terms

The Program Guide sets out the different features, pricing, plans, usage and other terms related to each Program. In addition to the terms of the Program Guide, the following apply respectively to the Programs and their features. You acknowledge that:

• Sureel cannot guarantee the outcomes of any “opt out”, notification or other consent-management features provided by Sureel, namely because Sureel cannot bind third parties to respect them and applicable legislation may not provide for a binding mechanism to acknowledge opt-outs.

• Any certification-related feature is provided for informational purposes only and that the reliability of attribution or registration of Assets may vary on a case-by-case basis.

• Any information provided on revenue or other financial information cannot exclusively be relied upon to confirm or finalize any claim with respect to same. Such financial information may vary by territory or by the nature of the rights associated with the Assets.

• Any Output or features of the Services that addresses similarity, attribution or identification are based on the Services’ technical capabilities. Any determination, judicial or otherwise, may be based on factors outside of the scope of the Services and outside of Sureel’s control, such as varying interpretations of applicable legislation, the variability of musicology as a science as well as other subjective factors.

• Any reporting related to usage and attribution metrics for the Assets is based on sources accessible to Sureel and may not conclusively determine such usage and attribution in all media, territories or formats.

• Any business development or monetization undertaken by way of the Services cannot guarantee any results and Sureel makes no representations as to any potential revenue or other advantages that may be gained from same.

• Any agreement or legal documentation provided by Sureel as part of the Services is provided for informational purposes only and it is your sole and exclusive responsibility to seek appropriate legal advice to confirm whether such agreement or documentation should be used by you.

GenAI Service

The GenAI Service is made available to you for integration either for internal use only or in a website or application pre-approved by Sureel. In order to make available the GenAI Service to any third party, you must: (i) if music, ensure that the Output cannot be downloaded or recorded by end users; (ii) end users are bound by terms and conditions consistent with these Terms of Use; (iii) end users are made aware of the nature of the GenAI Service, its characteristics and limitations, as provided in these terms and the Program Guides; and that the way that the Output is created and made available is compatible with third-party rights in the Assets being used. You will also name Sureel as a third party beneficiary to such terms and conditions.

The integration of the GenAI Service and use of the Output by you or your authorized users is permitted solely as part of the website or application pre-approved by Sureel, without any capacity to download any Output created by the use of the GenAI Service. In addition to the permissions granted under these terms, you are granted a limited, revocable, non-assignable and non-transferable license to use the GenAI Service to generate Output to generate and make use of Output (without the right to download, scrape or otherwise extract same) for private purposes (without a right to communicate or display publicly).

As part of any integration or framing of the GenAI Service, you shall not remove any notices, features or content made available by Sureel. In addition to your obligations under these Terms of Use, you agree to explicitly confirm with all third parties holding any rights to the Assets used for the GenAI Service that such Assets will be used in conjunction with the GenAI Service. Unless Sureel has agreed in writing to provide you the GenAI Service under as a white-label service, Sureel’s name and logos shall remain part of the integration or framing of the GenAI Service.

Monitoring of the Website and Law Enforcement, Suspension, and Termination

Sureel has the right, without notice:

• At any time, to take any necessary or appropriate action regarding any Asset, in our sole discretion, including, without limitation, in the case of a violation of these Terms of Use.

• To take appropriate legal action, including, without limitation, referring to law enforcement authorities or courts, or informing any third party of any illegal or unauthorized use of the Services.

• Without limiting the foregoing, we have the right to fully cooperate with law enforcement authorities or any court order requesting or directing us to disclose the identity or other information of any person using the Services.

• To terminate or suspend your access to all or part of the Services for any reason or no reason, including, without limitation, in the case of a violation of these Terms of Use.

YOU WAIVE AND HOLD HARMLESS SUREEL AND ITS SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUREEL OR ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATION CONDUCTED BY SUREEL OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

We have no obligation, nor any responsibility to you, to monitor your use of the Services or that of your users, including with respect to the content submitted to the Services. We have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

The Services, the information made available by Sureel, the Output, and any other material on this Website may be modified, withdrawn, or terminated at any time, at our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Services is completely or partially unavailable to users at any time or for any period or if the Services do not generate Output in a timely manner in response to an interaction.

Limitation of Liability

The Services and Output are provided for general information purposes only. The content provided by using the Services (including Output), does not constitute legal or business advice on which you should rely. You are required to exercise judgment and, as needed, obtain more specific or professional advice before taking, or refraining from, any action or inaction based on the content of the Services or the Output.

We make no representations, warranties, or guarantees, whether express or implied, that the Services are accurate, complete, or up-to-date. The technologies underpinning the Services are experimental in nature and Sureel cannot guarantee their reliability or accuracy. Your use of the Services is at your own risk and neither Sureel, nor its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any liability or obligation of any kind for your use of the Services.

You acknowledge that, though certain information provided as part of the Services and the Output relate to copyright and other associated rights and privileges associated to the Assets, access to the Services and the Output does not constitute legal advice and should not be relied upon in that capacity. Further, you acknowledge that there is inherent variability in how such rights are interpreted (including based on the jurisdiction to which they are subject). The Services and Output strive to present technical and compositional analysis of the Assets, but are not exhaustive.

Geographic Restrictions

This Website is not intended for use in any jurisdiction where its use is not authorized. Any use of the Services is at your own risk and you are responsible for compliance with any applicable law.

Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND OUTPUT IS AT YOUR OWN RISK AND THAT THEY ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR RELIANCE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NEITHER SUREEL NOR ITS SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT AS TO THE COMPLETENESS, AVAILABILITY SECURITY, RELIABILITY, SUITABILITY, ACCURACY, TIMELINESS, OR AVAILABILITY OF THE WEBSITE OR ITS CONTENT. Limitation of Liability EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, IN NO EVENT WILL SUREEL, NOR ITS AFFILIATES, DIRECTORS, OFFICERS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY HAD BEEN ADVISED OR HAD REASONS TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SERVICES, ANY WEBSITE LINKED TO IT OR SUCH OTHER THIRD-PARTY WEBSITE, OR ANY WEBSITE CONTENT, MATERIALS, DISPLAY, OR INFORMATION THEREON.

Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Sureel, as well as its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, your Assets, any use of the Outputs, Services, and products other than as expressly authorized in these Terms of Use.

Changes to the Terms of Use

We reserve the right, in our sole discretion, to review and update these Terms of Use from time to time. All changes are effective immediately upon posting and apply to all access to and continued use of the Services. You agree to review the Terms of Use regularly to be aware of any changes, and your continued use will constitute your acceptance of those changes.

Governing Law and Jurisdiction

The Services and these Terms of Use will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the State of Delaware or any other jurisdiction) and notwithstanding your domicile, residence, or physical location. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in California before a single arbitrator. The arbitration shall be confidential and administered by the American Arbitration Association pursuant to its rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude Sureel from seeking provisional remedies in aid of arbitration or other injunctive or equitable relief from a court of appropriate jurisdiction.

Waiver

Except as provided in these Terms of Use, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms of Use shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege under these Terms of Use preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Severability

If any term or provision of these Terms of Use is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction.

Entire Agreement

These Terms of Use constitute the sole and entire agreement between you and Sureel regarding the l Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding this subject matter.

Reporting and Contact

This Website is operated by Sureel Inc.

All feedback, requests for technical support, and other communications related to the Website should be directed to support@sureel.ai.