User Terms and Conditions
Seshy AI, Inc. d/b/a Soundbreak AI
Seshy AI, Inc. d/b/a Soundbreak AI (“Soundbreak”) is an artificial intelligence platform (the “Platform”) that provides creators with the tools and technology to create musical compositions (“Compositions”) and sound recordings (“Recordings”) with their favorite artists.
In order for you to use the Platform, you must accept these Terms and Conditions which govern the Platform. As used in these Terms and Conditions, the Platform, tools, and services offered by Soundbreak shall include all features and functionalities, website, and user interfaces, as well as all content and software associated with the service.
Acceptance of Terms and Conditions of Use
Services.
You shall set up a “creator” profile on the Platform (“Creator Account”). Soundbreak shall have the right to store your identification metadata, e-mail, and profile details, and Soundbreak shall have the right to run a verification of profile procedure to confirm the accuracy of such data. Personally identifying information is subject to Soundbreak’s Privacy Policy. Please review Soundbreak’s Privacy Statement at https://soundbreak.ai/privacy-policy.
You shall have sole access and control over your Creator Account via a personal password or other identification technology (e.g., fingerprint). You shall be responsible for updating and maintaining the accuracy of the information you provide Soundbreak relating to your Creator Account.
Ownership/Intellectual Property.
By using the Platform, all rights and interests, including the applicable copyright, in the Compositions and Recordings created by the Platform (individually and collectively, “Creator Content”) shall, as between Company and you, be equally owned 50/50 at the instance of creation. To the extent, if any, that either party is deemed the sole “author” of such Creator Content, or to the extent that authorship and/or ownership is otherwise allocated by law or policy, each party shall assign to the other party such percentage of ownership and rights so that each party shall be equal owners of such Creator Content.
Notwithstanding the foregoing, you hereby grant to Company, its subsidiaries, designees, licensees and assigns, the sole, exclusive and unlimited right throughout the world to distribute, publicly perform, license, administer, and otherwise exploit the Compositions and Recordings in any format or technology, and via any form of media, including via the Platform. You shall not have the right, nor shall you authorize, license, or otherwise grant any person, to use, perform or otherwise exploit any of the Creator Content, or sell your share of the Creator Content to any standalone sound libraries or sample packs; provided, however, you may download the Creator Content solely for your personal, private, non-commercial use.
Soundbreak shall have the exclusive right to copyright the Creator Content in Company and your name as the owners and authors thereof, and to secure any and all renewals and extensions of such copyright throughout the world.
“Underlying Service Provider Technology” shall mean (i) Soundbreak’s know-how, processes, methodologies, inventions, know-how, user interface designs, architecture, libraries, documentation (both printed and electronic), copyrights and trademarks, and (ii) any improvements, developments, derivatives, enhancements or extensions of the foregoing conceived, reduced to practice, or developed by Soundbreak that are not uniquely applicable to the Creator Content and that have general applicability in the art. Any and all rights in and to the Underlying Service Provider Technology shall be owned, controlled, and reserved by Soundbreak.
You grant Soundbreak the right to use your name (or related trademarks) in connection with the promotion and advertising of the Creator Content and Platform.
You acknowledge and agree that the Creator Content may be used by the Platform to learn and build upon its technology for future output and use by Soundbreak and creators.
User Compensation.
Soundbreak shall credit to your Creator Account with fifty percent (50%) of Net Revenue derived from the exploitation of the Composition(s) and Recordings(s).
“Net Revenue” shall mean the currency exchanged for the purchase, streaming, or transmission of the Composition(s) and Recordings(s) less creation costs, distribution fees and costs, administration expenses with respect to the operation of the Platform and exploitation of the Creator Content, including accounting and legal fees, processing fees and transaction costs, licensing or distribution fees payable to any record company, music publisher or administrator, and any other reasonable third-party costs, fees, or expenses.
Soundbreak shall account to you within the later of (i) ninety (90) days after each semi-annual period ending June 30 and December 31st or (ii) forty-five (45) days after Soundbreak’s receipt of statements from its then-current distributor, and shall pay you the amount of royalties due, if any, for such period.
Each statement submitted by Soundbreak to you shall be binding upon you and not subject to any objection by you for any reason unless notice containing specific written objection is sent by you to Soundbreak within thirty (30) months after the date such statement is rendered. You may not and shall not maintain any action, suit or proceeding of any nature against Soundbreak with respect to any royalty statement or other accounting rendered by Soundbreak hereunder or with respect to the accounting period to which said statement or accounting relates unless you commence said action, suit or proceeding against Soundbreak in a court of competent jurisdiction within thirty-six (36) months after the date the applicable statement was rendered. Absent a finding a fraud, if you commence suit on any controversy or claim concerning royalty accountings rendered to you, the scope of the proceeding will be limited to determination of the amount of the royalties due for the accounting periods concerned, and the court will have no authority to consider any other issues or award any relief except recovery of any royalties found owing.
You (or a certified public accountant or other qualified representative on your behalf) shall have the right to audit Soundbreak’s books and records as to each statement within a period of two (2) years after such statement is rendered. You may only examine a particular statement once, not more than once a year, during Soundbreak’s usual business hours at the location where such books are maintained, and upon not less than thirty (30) days prior written notice.
Warranties and Representations/Acknowledgements/Indemnification.
You warrant and represent that (i) you are the sole and exclusive owner of any Creator Content pursuant to this agreement, (ii) you are over the age of 18 and have the right to enter into this agreement and to assign all rights in and to the Creator Content to Soundbreak, (iii) no materials, ideas, artwork, or other properties of any kind that are furnished or designated by you as embodied, associated, or used in connection with the Creator Content will violate or infringe upon the rights of any person or company; (iv) no waivers, licenses, permissions or rights are required for the use and exploitation of the Creator Content, or to the extent that any waivers, licenses, or permissions are required, you shall be solely responsible for securing all third-party rights, including the compensation required for such third-party rights; and (v) you shall be solely responsible for any royalties or payments due to any third parties that may have been involved in the creation of the Creator Content.
As a condition of your use of the Platform, you warrant and represent that you will not use the Platform for any purpose that is unlawful or prohibited by this agreement, including without limitation, our Acceptable Use Policy, which is incorporated herein by reference. You agree not to use the Platform in any manner that could damage, disable, overburden or impair the website, or interfere with any user’s enjoyment of the Platform. You agree not to re-record, reproduce, distribute, modify, or otherwise use content or information contained on or obtained from or through the Platform without the required licenses, waivers, or permissions from all applicable rights holders. You also agree not to do any of the following: Circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Platform; use any robot, spider, scraper or other automated means to access the Platform; revise engineer or disassemble any software or other products or processes accessible through the Platform; insert any code or product to manipulate the content available on the Platform, or use any data mining or extraction methods. In addition, you agree not to upload, post, e-mail, or otherwise send or transmit any material or code designated to interrupt, destroy, or limit the functionality of software, hardware, or other equipment or technology associated with the Platform, including any viruses, malware, code or programs.
By participating in the creation of Creator Content via the Platform, you are not endorsing the Platform. You shall not make any post or disclosure that would cause the public to believe that you are endorsing the Platform in exchange for some form of consideration.
You hereby expressly waive and release any and all claims, now known or hereafter known, against Soundbreak, its affiliates and their officers, directors, manager(s), employees, agents, shareholders/members (collectively, “Releasees”), related to the creation and exploitation of Creator Content. You covenant not to make or bring any such claim against Soundbreak or any other Releasees, and forever release and discharge Soundbreak and all other Releasees from liability under such claims.
SOUNDBREAK MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE PLATFORM, ANY CONTENT AND SOFTWARE ASSOCIATE THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES; THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. SOUNDBREAK DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERUPED OR ERROR-FREE.
IN NO EVENT SHALL SOUNDBREAK OR ANY OF ITS OWNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTELLECTUAL PROPERTY INFRINGEMENT, PRICE DEPRECIATION, LEGAL OR REGULATORY ENFORCEMENT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT AND YOUR USE OF THE PLATFORM.
Subject to the terms and conditions of this agreement, each party hereto (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party and its officers, managers, directors, owners, members, agents, employees, representatives, and their respective successors and assigns (each, an “Indemnified Party”), from and against any and all claims, liabilities, damages, costs, and expenses, including reasonable outside attorneys’ fees, witnesses’ fees and related costs incurred by such Indemnified Party and arising from any claim, action or demand by a third party against the Indemnified Party to the extent caused by (i) the Indemnifying Party’s breach of its warranties, representations, or agreements hereunder, or (ii) the Indemnifying Party or its representatives’ gross negligence, fraud or willful misconduct.
Suspension/Termination Rights.
Without limiting any other remedy available at law or equity, Soundbreak may suspend your account and/or terminate this agreement and your right to use the Platform, effective immediately, if (a) you materially breach any of the provisions of this agreement, (b) you are not a verified user, (c) in the event of a third party claim or anticipated claim, or if Soundbreak believes that any of the Creator Content has been reproduced in a way that constitutes copyright infringement, or (d) Soundbreak reasonably believes there is fraudulent activity occurring with your account, or (e) Soundbreak may otherwise be exposed to any legal risk or liability.
Miscellaneous.
Soundbreak may test various aspects of the Platform, including the website, user interfaces, services and features. Soundbreak shall have the right to make changes from time to time and without notice in how Soundbreak offers and operates the Platform.
Soundbreak may use any comments, information, ideas, concepts, reviews or techniques contained in any communication or feedback from you with respect to the operation, functionality, or improvement of the Platform, including responses to questionnaires or postings through any public forum, without any acknowledgement or compensation to you.
This agreement may not be modified or amended without the written consent of the parties. This agreement, including any schedules hereto, constitutes the sole agreement of the parties and supersedes all verbal negotiations and prior writings with respect to the subject matter hereof.
This agreement shall be governed by and construed pursuant the laws of the State of Tennessee without regard for conflict of law principles. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Davidson County, Nashville, Tennessee. You consent to the jurisdiction of such courts and agree that process may be served in the manner provided herein for giving notices or otherwise as allowed by Tennessee or United States federal law.
No waiver by either party of any breach by the other party of any of the provisions of this agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing.
For more information about the Platform or if you need any assistance with your account, please visit the support link at support@soundbreak.ai.
Soundbreak may, from time to time, change these Terms and Conditions; such revisions shall be effective immediately. Soundbreak shall endeavor to post changes to the Terms and Conditions on the Platform website.
By using the Platform, you consent to receiving electronic communication from Soundbreak relating to your account. These communications may involve sending you e-mails or posting communications on the Platform. You agree that any notices, agreements, or other communications sent electronically will satisfy any legal or contractual notice requirements. You also consent to receiving certain communications regarding features, offers, and promotions; provided that you shall be able to manage your account settings accordingly.
All notices to you may be given electronically at the e-mail addresses provided in your registration profile. All notices to Soundbreak shall be sent to support@soundbreak.ai.
I certify that I have read, understand and comply to agree with all rules and regulations of Soundbreak’s User Terms and Conditions.