Commercial License Agreement

Effective Date. This Agreement becomes effective on the date the Member's annual subscription is active and this certificate is downloaded.

1. Agreement Parties

This Commercial License Agreement (the “Agreement”) is entered into by and between:

2. Definitions

2.1“AI-Generated Music” refers to all musical works created using the Provider's artificial intelligence technology.

2.2“Commercial Use” means any use intended for commercial advantage or monetary compensation, including without limitation monetization, licensing, distribution, public performance, adaptation, and the creation of derivative works.

3. License Scope

3.1Subject to the terms of this Agreement, each Member with an active annual subscription receives a perpetual, worldwide commercial license for AI-generated music created through the Provider's platform during that active annual subscription term. Rights granted for qualifying works remain in effect after the relevant subscription term ends.

3.2Without limitation, the license granted under this Section includes the right to:

• Reproduce, publish, distribute, and otherwise exploit the music
• Publicly perform, display, and broadcast the music
• Edit, adapt, synchronize, and create derivative works
• Use the music in paid, promotional, and monetized content
• Sublicense or authorize third-party use in support of the Member's business

4. Member Responsibilities

4.1The Member shall comply with the Provider's published terms of service, policies, and usage guidelines.

4.2The Member shall not use AI-generated music in connection with unlawful, fraudulent, defamatory, or otherwise harmful activity.

5. Provider Guarantees

5.1The Provider represents that it possesses the rights and authority reasonably necessary to provide the services described in this Agreement.

5.2The Provider uses commercially reasonable efforts to operate the service in a manner intended to avoid unauthorized third-party copyright infringement.

5.3Consistent with the licensing terms applicable to the underlying AI models used by the platform, the Provider is authorized to grant Members commercial usage rights for eligible music created on the platform.

5.4Except as expressly stated in this Agreement, the AI-generated music is provided “as is” and without warranties of merchantability, fitness for a particular purpose, or uninterrupted availability.

6. Liability Limitations

6.1To the fullest extent permitted by law, the Provider shall not be liable for indirect, incidental, special, or consequential damages arising from the Member's use, distribution, or exploitation of AI-generated music.

6.2The Member remains responsible for final review, rights clearance where required, and the commercial use of any AI-generated music.

7. Certificate Scope

7.1This certificate serves as documentary confirmation of the commercial rights granted under this Agreement for eligible works created by the Member during an active annual subscription term.