Terms & Conditions

These API Terms and Conditions, together with any ordering document signed by you and Jen Music AI and any webpage that you use to purchase the Services (each an “Order Form”), and any other terms or conditions referenced herein, including our Privacy Policy (collectively, this “Agreement”), are agreed between Jen Music AI, Inc. (“we”, “us”, “our”, or “Jen Music AI”) and you, including the entity or organization that you represent or otherwise are employed by (“you”, “your”, or “Customer”, and Jen Music AI and you each, a “Party”, and collectively, the “Parties”).  This Agreement applies to your access or use of our application programing interface(s) (“API(s)”) to integrate our Jen music generative AI model (the “Jen Model”) into your products, services, or offerings (each a “Customer Application” and, for clarity, excluding in each instance our APIs and the Jen Model as may be integrated into such Customer Application), including your access or use of any of our websites, portals, mobile or desktop applications, or services (collectively, our “Platform(s)”) in connection or associated with such APIs (collectively, the APIs, the Jen Model, and Platforms, the “Services”).  Different terms and conditions may apply when you access or use any of our or our affiliates’ other websites, platforms, products, or services, including those accessed via a Platform (e.g., our other software, services, platforms, experiences, games, competitions, products, and associated materials). 
BY SIGNING AN ORDER FORM OR CLICKING “I ACCEPT”, “I AGREE” WITH RESPECT TO AN ORDER FORM, OR BY OTHERWISE ACCESSING OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT, EITHER ON BEHALF OF YOURSELF OR ON BEHALF OF THE ENTITY OR ORGANIZATION THAT YOU REPRESENT OR ARE OTHERWISE EMPLOYED BY; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS AND CONDITIONS HEREIN.  IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

Your access to the Services may require a “Pass” account.  By accessing or using the Services, to the extent that such access or use requires a Pass account, you acknowledge that you have read and accepted this Agreement and the terms and conditions of Pass (which can be found at https://www.futureverse.com/legal/pass-t-cs), which are hereby incorporated by reference.  If there is any inconsistency between this Agreement and the terms applicable to Pass, this Agreement will take precedence to the extent of the inconsistency with respect to your use of the Services.  However, the Pass terms and conditions shall prevail over this Agreement in the event of any inconsistency to the extent of any other use of your Pass account not in connection with your use of the Services.  Please check periodically for updates to this Agreement so you are aware of any changes.  We will notify you of any changes to this Agreement that materially modify your rights or obligations (“Material Modifications”) by e-mail to the address provided to us or by posting a notice to a Platform.  Any Material Modifications will be effective upon your acceptance of the modified Agreement, or upon your continued use of the Services after we send or post a notice of the changes, whichever is earlier.  Changes to this Agreement that do not materially modify your rights or obligations will be effective immediately upon publication.  If you do not agree to the changes that we make to this Agreement pursuant to this paragraph, then you must immediately cease all use of the Services, close your account with us, and this Agreement will automatically terminate.  However, any disputes arising under this Agreement will be resolved pursuant to the version of this Agreement in effect at the time the dispute arose.  Except for an update to comply with Applicable Law, updates to this Agreement will not apply to: (a) events giving rise to a dispute or claim between you and Jen Music AI arising prior to the update; or (b) Order Forms signed by you and Jen Music AI (as opposed to an automated ordering page) (a “Signed Order Form”) prior to us notifying you of the update.  However, to the extent an update relates to a Service or feature launched after an Order Form is signed, such update will be effective upon your first use of such Service.  “Applicable Law” means any and all applicable laws, regulations, decrees, directives, or other enactments, orders, mandates, or resolutions issued or enacted by any government entity (including any domestic, foreign, supra-national, national, state, county, municipal, local, territorial, or other government) or any arbitrator, court, or tribunal of competent jurisdiction, including all regulations, guidance, guidelines, or other requirements of regulatory authorities.

You are responsible and liable for all acts and omissions that occur in connection with your account and use of the Services, including the activities of any End User accessing the Services directly or indirectly through a Customer Application as if such acts and omissions were your own.  “End User(s)” means the end users that access the functionality of the Services through your account, including through use of Customer Applications.  End Users’ use of the Services shall also be subject to our Jen Music AI Terms of Use as found at https://www.jenmusic.ai/terms-of-use (“End User Terms”) and, prior to any End Users’ use of the Services, you shall notify and require End Users to acknowledge and agree that their use of the Services is subject to the End User Terms.

Information and Changes:
The information provided by us or on any Platform is intended only as an introduction and guide to the Services and our other available offerings.  We use reasonable efforts to keep the information accurate and up to date, but we do not guarantee the accuracy or completeness of the information provided.

We may change and update the content, capabilities, features, and material of the Services at any time without prior notice.  In the unlikely event that an unauthorized person makes changes to the Services, we shall not be liable and do not accept responsibility for those changes.  You agree that we may update or modify the Services or any portion thereof from time to time in our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the Services or otherwise implement the applicable Update (in which case you will comply with such requirement).  Updates may adversely affect how the Customer Application communicates with the API or other third-party applications.  You are required to make, and are responsible for making, any changes to the Customer Application that are required for integration as a result of such Update at your sole cost and expense.  You acknowledge and agree that your continued use of the Services shall be deemed acceptance of any Updates and if you do not accept an Update, then you must immediately cease all use of the Services, close your account with us, and this Agreement will automatically terminate.

Permissions:
Subject to and conditioned on your (a) payment of applicable fees, (b) compliance with this Agreement, and (c) compliance with other agreements or legal terms as between you and us or any of our affiliates, we hereby grant to you a limited, revocable, non-exclusive, non-sublicensable (except solely to the extent of End Users’ use of the Jen Model in a Customer Application), non-transferable permission to access and use the Services in accordance with this Agreement. 

Customer Content:
You or End Users may submit or input instructions, prompts, information, audio files (including any sound recordings, compositions, melodies, rhythms, sounds, or other information or material that may, in whole or in part, be embodied therein), and other materials to the Services (“Input”) and generate musical output tracks from the Services based on the Input (“Generated Tracks”).  For the avoidance of doubt, for the purposes of this Agreement, Generated Tracks are the unmodified output from the Services and do not include any modifications, changes, or alterations as a result of processing by the Customer Application or any other third-party software, tool, or application.  Input and Generated Tracks, together with any other content, information, or materials that you or End Users submit, input, or otherwise upload to the Jen Model are “Customer Content”.  You are responsible for all Customer Content, including ensuring that it, and any use thereof, does not violate any Applicable Law or this Agreement.  You agree that your and End User(s) use of the Services will not create, receive, maintain, transmit, process, or otherwise provide us access to personal data, including information that includes or constitutes sensitive personal data or “Protected Health Information” under Applicable Law.  You are required to provide notice to End Users about how the Service works, including any processing of their data or content via the Services and obtain all necessary consents for such processing.

You represent and warrant that you have and at all relevant times will have all rights, licenses, and permissions to all Customer Content necessary and sufficient (including from your End Users) for (a) the processing of the same to generate the Generated Tracks, (b) us to otherwise use all Customer Content in connection with the Services as contemplated by this Agreement, or (c) you to use all Customer Content, whether in connection with the Services as contemplated by this Agreement or otherwise.  We make no claim to any right, title, or interest in or to the Generated Tracks that are created by you or your End Users using the Services.  Although it is highly unlikely, due to the nature of generative artificial intelligence, you acknowledge and agree that the Jen Model may generate or provide similar Generated Tracks for you or End Users as it generates or provides for other users of the Services.  For clarity, music tracks generated through use of the Services by other users are not considered your Customer Content. We may, but have no obligation to, monitor and review the Customer Content you or End Users submit or create using the Services.  You acknowledge and agree that we have the right, though not the obligation, in our sole discretion, to refuse or remove any Customer Content that violates this Agreement or that is in any other way harmful or objectionable.  As between you and us, all fees, revenues, costs, expenses, or royalties, however designated, payable at any time in connection with Customer Content and any use thereof, including the use of Input by you or End Users to create Generated Tracks, are your sole responsibility.  We hereby disclaim all responsibility and liability, and you agree that we shall not be responsible or liable, for any payments made or not made, whether to you or any writers, performers, artists, or other rights owners, administrators, or other third parties that may control any applicable rights in or to Customer Content.

You hereby grant to us and our affiliates a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sublicensable (through multiple tiers of sublicenses) license to use, modify, store, transmit, reformat, perform, display, reproduce, distribute, create derivative works or other derivatives of, and otherwise use Customer Content (including any intellectual property or other proprietary rights therein) to provide the Services.  For clarity, we will not train the Jen Model on your Customer Content.

You agree that you will not, and will not permit End Users to, represent any such Generated Tracks as fully human-authored. 

Use Restrictions:
You shall not, and shall not permit End Users to, use the Services for any purposes beyond the scope of the access or use expressly permitted in this Agreement.  You shall not, and shall not permit End Users to, at any time, directly or indirectly: (a) use the Services or Generated Tracks that are generated through the use thereof for any unlawful purpose or to solicit others to perform or participate in any unlawful, fraudulent, or misleading acts; (b) use the Services or Generated Tracks generated through use thereof to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate, including based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (c) submit false or misleading information to the Services; (d) copy, modify, or create derivative works or other derivatives of the Services, in whole or in part; (e) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available; (f) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (g) remove, alter, or conceal any proprietary notices of the Services; (h) upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services, third-party products and services, or the Internet, including a virus, trojan horse, worm, adware, spyware, crimeware, online graffiti tagger, dropper, rootkit, keylogger, bot, or any other harmful software program or program element; (i) use any program or automated script to screen-scrape or “crawl” through the Services, in whole or in part; (j) use the Services or Generated Tracks generated through use thereof for any obscene or immoral purpose; (k) use the Services or Generated Tracks generated through use thereof (in each case, in whole or in part) as the basis for developing competitive solutions, services, or content (or contract or engage with a third party to do so);  (l) use the Services or any Customer Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law; (m) attempt to bypass any of the limitations or constraints placed on the Services, including where such circumvention is used to force the Services to provide outputs outside of its intended uses and limitations or make the Services ignore previous instructions or perform unintended actions; or (n) buy, sell, or transfer API keys from, to, or with a third party (each of the foregoing (a) – (n), a “Prohibited Act”).

You will monitor the use of the Services through the Customer Application for any activity that violates Applicable Law or this Agreement, including any Prohibited Acts, and promptly restrict any offending End Users of the Customer Application from further use.  

Reservation of Rights:
You hereby agree that: (a) the Services are solely owned by Jen Music AI, including all rights, title, and interest in and to the Services, including any intellectual property and other proprietary rights embodied therein or thereby, excluding, for clarity, Customer Content and Customer Applications; (b) excepting Customer Content and Customer Applications, all worldwide right, title, and interest that may have been or may be acquired in or to the Services, including any intellectual property and other proprietary rights embodied therein or thereby, is hereby assigned by you to us; (c) if you retain any right, title, or interest in or to the Services that cannot be assigned to us as a matter of law, then an exclusive, irrevocable, perpetual, paid-up, royalty free, transferable, sublicensable (through multiple tiers), worldwide, and unlimited license with respect to any such right, title, or interest, to the Services (together with all intellectual property or other proprietary rights therein) for any and all purposes and through any and all means, now known or hereafter created or discovered, without restriction or obligation (including no obligation to account), is hereby granted by you to us; (d) you will not dispute or challenge, or assist any person or entity in disputing or challenging, our right, title, and interest in and to the Services; (e) we and our affiliates own all rights, title, and interest in and to the Services and we reserve all rights not expressly granted in this Agreement; (f) except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any intellectual property rights or other right, title, or interest in or to the Services; and (g) the Services will not be used, in whole or part, except as expressly permitted herein and solely in accordance with this Agreement and no copyright, trademark, or other proprietary notices contained in or on any content associated with the Services will be removed. 

Term and Termination:
The term of this Agreement will commence upon the earlier of your acceptance of these API Terms and Conditions, the Effective Date stated in an applicable Order Form, or the date you first use the Services, and will remain in effect until terminated pursuant to this Section.

Unless you purchase Services for a committed period of time, you may terminate this Agreement at any time by deleting your account.  Unless otherwise specified in a Signed Order Form, we may terminate this Agreement at any time, for any reason, including for extended periods of inactivity of your account.  Either Party may terminate this Agreement upon written notice (a) if the other Party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach or (b) if the other Party ceases its business operations or becomes subject to insolvency proceedings.

Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration.  Upon termination or expiration of this Agreement, (a) the licenses granted by us to you shall immediately cease; (b) you shall cease all use of the Services; (c) you shall immediately pay all amounts owing to us; and (d) the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, indemnity, and disclaimers.  Upon termination of this Agreement, you will immediately cease all use of the Services and we may delete all Customer Content from our systems, unless we are legally required to retain it.

Suspension:
Notwithstanding anything to the contrary in this Agreement, we may terminate or temporarily suspend your (or any End User’s) access to any portion or all of the Services with or without notice to you if any of our service providers have suspended or terminated our access to any of the services or products required to host the Services or enable you to access the Services, or if we reasonably suspect or determine that: (a) there is a threat or attack on the Services; (b) your (or any End User’s) use of the Services disrupts or poses a security risk to the Services or to any other user or vendor of the Services; (c) you (or any End User) are using or have used the Services for a Prohibited Act; (d) you have breached any terms of this Agreement; or (e) we determine in good faith that our provision of the Services to you (or any End User) may be prohibited by Applicable Law.  We shall not be liable for any damages, liabilities, losses (including any loss of data or profits), reimbursement for fees, costs, or any other consequences that you or any End User may incur as a result of a such suspension of the Services.

DMCA Notices for Claims of Copyright Infringement:
Under the United States Digital Millennium Copyright Act, notifications of claimed infringement may be submitted to our designated agent using the following contact information: Jen Music AI, Inc. Attn.  DMCA Notice Email: [email protected] Address:  611 Wilshire Blvd Suite 900 #1181 Los Angeles, CA 90017 United States Telephone:  +1-855-426-6500

Payments, Subscription Packages, Credits:
Except to the extent that we make features, functionalities, or other aspects of the Services available to you free of charge, in order to access, and in consideration of our provision of, the Services, you agree to pay, via our selected payment processor, the stated fees applicable to your use of the Services, including, where applicable, the purchase of a Subscription Package (defined below) or Credits (defined below).  You agree to provide to our payment processor complete and accurate billing information, including a valid payment method.  Payment may be made via credit card, debit card, or cryptocurrency.  Payment will be charged to your chosen payment method at the confirmation of purchase and at the start of every new billing cycle, unless cancelled.  Except as may be otherwise stated in a Signed Order Form, we reserve the right to modify the applicable fees, subscription pricing, and payment methods at any time in our sole discretion.  All dollar amounts set forth herein are in United States dollars, and all payments and computations shall be in United States dollars (or such other currency to which we, in our sole discretion, may indicate).

We may offer free and paid (i.e., ongoing/recurring payment) subscription plans or options in connection with the Service (each a “Subscription Packages”).  If available, the applicable conditions and limitations of each Subscription Package option will be disclosed to you at the time of, but prior to, subscribing, and are hereby incorporated by reference into this Agreement.  We reserve the right to modify the features, functionalities, or services, or the applicable conditions and limitations of each Subscription Package we provide as part of any of our Subscription Package options, including any applicable conditions or limitations, from time to time and for any reason. For paid Subscription Packages, you will be billed on a recurring basis (whether monthly or annually) depending on the type of billing cycle you select when purchasing a paid Subscription Package.  Your paid Subscription Package will automatically renew on a monthly or annual basis, as applicable, unless prior to such renewal date you cancel it or we cancel it.  In the event of a change to subscription prices or the applicable conditions and limitations of any Subscription Package, we will attempt to notify you in advance of such changes.  If you do not wish to accept such pricing change, or conditions or limitations change, then you may cancel your subscription prior to the upcoming billing cycle.

You may cancel your subscription at any time and you will have continued access to the applicable Subscription Package through the end of the then-current billing cycle.  You must cancel your subscription before it renews to avoid being charged for the subsequent cycle’s fee.  If you do not timely cancel your Subscription Package, then your Subscription Package will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for such amounts.  You may choose to upgrade your Subscription Package at any time, and upgrades will take effect immediately with prorated charges.  When you choose to upgrade, you will receive the full Credit amount applicable to your upgraded Subscription Package immediately upon upgrading, but any unused Credits from your previous Subscription Package may not be carried over. 

Unless otherwise set forth in an Order Form, you may also choose to downgrade your Subscription Package at any time, and downgrades will take effect at the end of the applicable billing cycle.  When you choose to downgrade, you will retain access to the features of your current Subscription Package until the end of the applicable billing cycle.  Once the billing cycle resets, you will receive the lower Credit allocation of the downgraded Subscription Package and any unused Credits of your previous Subscription Package may not roll over.    

 
Unless otherwise set forth in an Order Form, you may also choose to adjust your billing cycle from a monthly to annual subscription basis.  When you choose to adjust your billing cycle to an annual basis, your new annual subscription plan will start immediately.  You will not lose any remaining days in your current monthly cycle; instead, any unused portion of your monthly subscription plan will be prorated and credited toward the annual Subscription Package.  You will be billed for the annual Subscription Package immediately, minus the prorated Credits for the unused portion of the current month.  If we choose to offer a free trial for your Subscription Package, it will be subject to the specified terms of the applicable free trial.  At the conclusion of the stated period of the free trial, unless you cancel your subscription before the end of your free trial, your first applicable payment will be charged to your chosen payment method.  The terms of the free trial will be provided at the time that you register and you will not receive a separate notice that your free trial is about to end or had ended, unless otherwise required by law. Any credits purchased on a Platform (“Credits”) may only be redeemed on such Platform for use of the Jen Model, or our API, as applicable.  Credits are not legal tender or currency, redeemable, refundable, or exchangeable for any sum of money or monetary value.  Credits have no equivalent value in fiat currency, do not act as a substitute for fiat currency, and do not constitute or confer upon you any personal property right.  Credits are non-transferable and non-refundable.  For the avoidance of doubt, Credits do not operate or serve as stored value facilities in any way.  You may not transfer, trade, gift, sell, or otherwise exchange Credits.  Evidence of any attempt to use, sell, or transfer Credits in any manner violates this Agreement and may result in revocation, termination, or cancellation of the Credits or your use of the Services without refund of (a) such Credits or (b) any fee you may have paid to us for your use of the Services or immediate suspension or termination of your access to the Services, including any API Key or associated Pass account.  Credits may be valid for only a limited time as described in the applicable promotional terms thereof.  Credits expire immediately upon the cancellation or termination of your account.

Disclaimers:
The Services are provided “as is” and we hereby disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of non-infringement, merchantability, or fitness for a particular purpose.  Without limiting the foregoing, we specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice.  We make no warranty of any kind that the Services or results of the use thereof, including Generated Tracks, will meet your or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free.

You acknowledge and agree that Generated Tracks may not be protectable under copyright or other intellectual property, proprietary rights, or other law.  We make no warranties or representations, express or implied, that any Generated Track is protectable under any law.

We make no representations or warranties about the accuracy or completeness of content available through the Services or the content of any social media platform or third-party website associated with, linked to, or integrated with the Services.  You agree that we shall have no liability for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury, property damage, or other harm resulting from access to or use of the Services; (c) any unauthorized access to or use of the Services, its servers, any personal information, or Customer Content; (d) any interruption of transmission to or from the Services; (e) any bugs, viruses, trojan horses, or the like that may be transmitted on or through the Services; or (f) any damages, losses, costs, expenses, or liabilities of any kind are incurred as a result of any content or the use of or reliance on any content posted or shared through the Services.

You acknowledge and agree that any digital token representing Customer Content that is minted or created as a result of your use of our R3CORD™ feature is an intangible digital asset and that such token exists only by virtue of the ownership record maintained on the applicable blockchain or distributed ledger network.  Such tokens are not convertible virtual currencies and in no case may any such token be fractionalized or capable of use as an investment, security, or other financial instrument or knowingly marketed or used in any other manner that would cause transactions related to these terms and conditions to be governed by any applicable securities laws, including the Securities Act of 1933, as amended.  Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within the applicable network.  We do not guarantee that we or any third party can effect the transfer of title or right in any such token or the Customer Content associated with such token.

You acknowledge and agree that (a) the characterization and regulatory scheme governing digital tokens, cryptocurrencies, and blockchain technology is uncertain and continually evolving, and is accompanied by inherent risks, including risks related to faulty or insufficient hardware, software, or internet connections, introduction or intrusion of malicious code or software, hacking or unauthorized access to your Pass account, API Key, or digital wallet or information stored therein, or of theft or diversion of funds therefrom, volatility and unstable or unfavorable exchange rates, and the risk of unfavorable regulatory intervention or tax treatment in relation to transaction in cryptocurrency; and (b) digital assets are highly experimental, risky, and volatile, and your purchase of digital assets may carry substantial financial risk, including the risk of loss in trading digital assets.  By using the Services, you represent that you have sufficient knowledge, sophistication, and experience with respect to digital tokens, cryptocurrency, and blockchain technology, to independently evaluate of the merits and risks of any transaction conducted via the Services or any digital asset associated with such transaction.  Under no circumstances will the operation of all or any portion of the Services by us be deemed to create a relationship that includes the provision or tendering of investment advice.

The Services may include links to external third-party resources (such as websites, mobile applications, payment processors, etc.) or reference third-party intellectual property (such as any third-party trademarks, logos, copyrighted works, etc. that may be associated with us or the Services).  Any such third-party resources are not under our control, and we are not responsible for, and we make no representations or warranties concerning the contents, services, or any business or individual related to any third-party resource.  Such links are provided to you for informational and convenience purposes only, and the inclusion of any link does not imply any recommendation, endorsement, verification, affiliation, or certification by us of the linked website or any third-party content.  You are responsible for your access and use of any third-party resources, platforms, or websites, and you should review the terms and conditions, including any privacy policy and data gathering practices, applicable to any other website to which you would navigate from the Services or relating to any applications you use or install from that site (“Additional Terms”) before use.  If you do not agree to abide by the Additional Terms of any such third-party products or services, you should not use such third-party products or services.  To the extent that the Additional Terms conflict with this Agreement, this Agreement will govern to the extent applicable to the Services. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to you to the extent prohibited by Applicable Law.

Compliance with Applicable Law:
Each of you and Jen Music AI will comply with all Applicable Laws with respect to the provision (for us) and use (for you) of the Services.  In the event that any change in Applicable Laws or any enforceable decision issued by a competent authority affects (a) your ability to lawfully use or benefit from the Services in connection with the Agreement; (b) our ability to lawfully provide the Services in connection with the Agreement; or (c) the operation or effectiveness of the Services, then in each case of (a)–(c) above, we will use commercially reasonable efforts to further develop, re-engineer, or otherwise adapt the affected Services as necessary or appropriate to enable the continued lawful and effective use of the Services.  In the event that we do not further develop, re-engineer, or otherwise adapt the affected Services for continued lawful and effective use thereof, as contemplated hereunder, then we may make any additions or changes to this Agreement that may be necessary or appropriate to enable your continued lawful use of and benefit from such services; provided that, if such continued lawful use of the Services is not possible, then we may terminate this Agreement upon written notice to you; provided further that you shall pay us any fees due and owing to us for Services performed up to the time of such termination.

Confidentiality:
Each Party (the “Receiving Party”) acknowledges that, in connection with this Agreement, it will gain access to information disclosed by the other Party (the “Disclosing Party”) that is labeled as confidential by such other Party or that by its nature or the nature of its disclosure would reasonably be considered confidential, including information about its business affairs, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, including the terms of the Agreement, business operations and strategies, marketing, creative elements, visual representations, research material and data, specifications, processes, and technological developments, whether orally or in written, electronic, or other form or media (collectively, “Confidential Information”).

Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of the terms of this Agreement by the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party before being disclosed by or on behalf of the Disclosing Party; or (d) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information. 

The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except: (i) to the Receiving Party’s officers, employees, agents, consultants, legal advisors, and subcontractors (collectively, “Representatives”) who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement, provided that such Representatives are bound by confidentiality obligations consistent with those herein to protect such Confidential Information; or (ii) pursuant to applicable federal, state, or local law or regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, provided that the Receiving Party shall first make commercially reasonable efforts to provide the Disclosing Party with: (A) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (B) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

Limitations of Liability:
To the fullest extent permitted by law, in no event will we, our affiliates, or their or our licensors, service providers, employees, agents, officers, or directors be liable under or in connection with the Services or this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether we were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.  To the fullest extent permitted by law, in no event will our or our affiliates’ aggregate liability arising out of or related to this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the total amounts paid to us by you under this Agreement in the three-month period preceding the event giving rise to the claim.

Force Majeure: 
In no event will Jen Music AI be liable or responsible, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Jen Music AI’s reasonable control and without the fault or negligence of Jen Music AI (a “Force Majeure Event”), including (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns; and (h) cyber security incidents. 

Privacy:
We have explained how we process personal information in our Privacy Policy, found at https://www.futureverse.com/legal/privacy.  By using the Services, you acknowledge our Privacy Policy.

Feedback:
If you give us feedback or submit ideas about the Services, whether by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including ideas for new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), you: (a) grant us the perpetual and irrevocable right to use, modify, or develop that Feedback to improve the Services and for any other purposes, without restriction; (b) confirm that we will not be obliged to seek your permission or to provide you with payment or any other compensation with respect to our use of Feedback; and (c) waive any moral rights and attribution or authorship rights that may exist in any Feedback.  To the extent any rights in Feedback are obtained, you hereby grant to us and our affiliates a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works and other derivatives of, and otherwise use and exploit in any manner (including commercially), any and all Feedback.

Aggregated Statistics:
Notwithstanding anything to the contrary in this Agreement, we may monitor your use of the Services and may collect and compile data and information related to your use of the Services in an aggregated and anonymized manner (“Aggregated Statistics”), including to compile statistical and performance information related to the provision and operation of the Services.  Without limiting our rights in Customer Content or the Services, as between you and us, all right, title, and interest in Aggregated Statistics, including all intellectual property rights therein, belong to and are retained solely by us, and, to the extent you have or obtain any such right, title, or interest in or to Aggregated Statistics, you hereby assign all such right, title, and interest to us.  You acknowledge that we may compile Aggregated Statistics based on Customer Content.  You acknowledge and agree that we may use Aggregated Statistics for any lawful purpose. 

Account and Password:
You shall be responsible for keeping your Pass account name and password, and any security key that we make available for you to access the API (each an, “API Key”), confidential.  You are also responsible for any Pass account and API Key that you have access to and for any activity occurring in such account, whether or not you have authorized such activity.  You shall immediately notify us via email at [email protected] of any unauthorized access or use of your account or API Key.  We are not responsible for any losses due to stolen or hacked passwords or API Keys.  We do not have access to your current password, and, for security reasons, we may only provide you with instructions on how to reset your password.  We have the right to update any of your contact information in your account for billing purposes.  In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Services, is and will remain complete and accurate.  We may contact you, or any seat, authorized user, or login added to your account, based on the information provided in your account.

Indemnification:
Jen Music AI hereby agrees to, at its own expense, defend, indemnify, and hold harmless you and your officers, directors, employees, successors, and permitted assigns (each a, “Customer Indemnified Party”) from and against any and all finally awarded or settled liabilities, losses, damages, judgments, settlements, costs, penalties, fines, and expenses (including all legal fees and expenses calculated on full indemnity basis) (“Losses”) for any third-party claim, charge, demand, suit, investigation, action, or dispute (“Claim”) based on allegations that the Jen Model, as provided, or our use of training data in developing the Jen Model, infringe, misappropriate, or violate a third party’s intellectual property rights. 

However, notwithstanding anything to the contrary in the immediately preceding paragraph, you acknowledge and agree that Jen Music AI will have no liability under this Agreement for any Claim or Losses to the extent arising out of or relating to (a) Generated Tracks, including any use or application of a Generated Track; (b) Inputs; (c) the operation of your products, platforms, or services, including any Customer Application; (d) your indemnification obligations under this Agreement; (e) any use of the Services (including by any End User) in violation of this Agreement (or that is otherwise unauthorized), including any Prohibited Act; or (f) any modification or combination of the Services with other materials or products, including fine-tuning, by or on behalf of any third party, including you, or where we have specifically set out a restricted modification or combination. 

You hereby agree to, at you or your affiliates own expense, defend, indemnify, and hold harmless Jen Music AI, and its affiliates, officers, directors, employees, successors, and permitted assigns (each a, “Jen Music AI Indemnified Party”) from and against any and all Losses arising out of or relating to any Claim arising out of or relating to (a) a Customer Application, including any End User’s use of the Services through a Customer Application; (b) any allegation that a Customer Application or your or an End User’s use of a Generated Track infringes, misappropriates, or violates a third party’s intellectual property or other proprietary rights; (c) your or an End User’s breach of this Agreement, including any warranty, representation, covenant, or other obligation; (d) any modification or combination of the Services with other materials or products, including fine-tuning, by or on behalf of you; or (e) your or an End User’s gross negligence, illegal conduct, fraud, or willful misconduct in connection with this Agreement. 

A Customer Indemnified Party or Jen Music AI Indemnified Party seeking indemnification hereunder (each, an “Indemnified Party”) shall promptly notify the Party from whom it is seeking indemnification (“Indemnifying Party”) on becoming aware of a Claim with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement (“Indemnified Claim”).  The Indemnifying Party shall promptly assume control of the defense and investigation of the Indemnified Claim, with counsel of its own choosing, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection therewith, in each case at the Indemnifying Party’s sole cost and expense.  The Indemnified Party may participate in the defense of such Indemnified Claim, with counsel of its own choosing and at its own cost and expense.  The Indemnifying Party will not settle any Indemnified Claim without the Indemnified Party’s prior written consent (which consent may not be unreasonably withheld, conditioned, or delayed).  If the Indemnifying Party fails or refuses to assume control of the defense of such Indemnified Claim, the Indemnified Party will have the right, but no obligation, to defend against such Indemnified Claim, including settling such Indemnified Claim after giving notice to the Indemnifying Party, in each case in such manner and on such terms as the Indemnified Party may deem appropriate.  Neither the Indemnified Party’s failure to perform any obligation under this Agreement, nor any act or omission of the Indemnified Party in the defense or settlement of any Indemnified Claim, will relieve the Indemnifying Party of its obligations under this Agreement, including with respect to any Losses, except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of the Indemnified Party’s failure to perform any obligation under this Agreement.

Dispute Resolution and Arbitration:
Any dispute, claim, or controversy 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 New York, New York before three arbitrators.  Each Party shall nominate one arbitrator in its demand for arbitration or answer to the other Party’s demand for arbitration, as applicable.  The two party-nominated arbitrators shall select the chairperson.  The arbitration shall be administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules.  Judgment on the award may be entered in any court having jurisdiction.  This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Governing Law:
This Agreement shall be governed by and will be construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York.  If a court of competent jurisdiction finds the arbitration provisions of the section titled “Dispute Resolution and Arbitration” invalid or inapplicable, you agree to the exclusive jurisdiction of the Federal and State courts located in New York County, New York, and you agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable claim or action.

Entire Agreement:
This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement between you and us with respect to your use of the Services and supersedes any prior or contemporaneous understandings, agreements, or advertisements between you and us. 

Severability:
If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Assignment:
We may, at any time, assign our rights and obligations under this Agreement, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, or other transaction, or by operation of law.  You may not assign any of your rights or delegate any of your obligations hereunder.  Any purported assignment or delegation in violation of this section will be null and void.

Equitable Relief:
You acknowledge and agree that your breach or threatened violation of our intellectual property or other proprietary rights in the Services would cause us irreparable harm for which monetary damages may not be an adequate remedy and agree that, in the event of such breach or threatened breach, we will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.  Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Export Control:
You may not use, export, import, or transfer any part of the Services except as authorized by U.S.  law, the laws of the jurisdiction in which you use or access the Services, or any other Applicable Laws.  In particular, but without limitation, no part of the Services may be exported or re-exported: (a) into any country embargoed by the U.S. or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List.  By using the Services, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties.  You acknowledge and agree that products, services, and technology provided by the Services are subject to the export control laws and regulations of the U.S.  You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer the Services, either directly or indirectly, to any country in violation of those laws and regulations.

Languages:
Where this Agreement is translated from English into other languages, to the extent there is any inconsistency between the English version and any translated version, the English version of this Agreement will be used to confirm any interpretation, translation, or other inconsistencies.

Interpretation:
The terms “e.g.,” “such as,” “include,” “includes,” and “including” are not limiting and shall be deemed to be followed by the words “without limitation.”  The terms “hereof,” “hereto,” “hereunder,” and terms of similar import refer to this Agreement in its entirety and not to any particular provision of this Agreement.  Except where the context otherwise requires, wherever used, the word “or” is used in the inclusive sense (and/or).

Relationship of the Parties:
The Parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 

Third Party Beneficiaries:
Except as expressly set forth in the Section titled “Indemnification” of this Agreement, there are no third-party beneficiaries to this Agreement and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

Last updated March 2025.