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Terms of Service

Date of Last Revision: April 1, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST GROOVE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

1. Acceptance of These Terms of Service

Soundry AI Inc. ("Company," "Groove," "we," "us," or "our") provides our services (described below) and related content to you through our website(s) located at https://groove.fm/ (the "Site"), through any third-party social platforms, and through our mobile applications and related technologies ("Mobile Apps," and collectively, such Mobile Apps and the Site, including any content, tools, features, functionality and technology offered on or through our Site or Mobile Apps, the "Service"). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these "Terms of Service"). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. For purposes of these Terms of Service, "material changes" include changes to pricing, intellectual property rights, data usage practices, dispute resolution provisions, or any other terms that materially affect your rights or obligations. Material changes will become effective no earlier than thirty (30) days after we provide notice, except that changes addressing new functions of the Service or changes made for legal reasons may be effective immediately. Changes to the Arbitration Agreement (Section 14) are subject to the additional protections set forth in that section. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or otherwise use the Service.

Your Privacy: At Groove, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://groove.fm/privacy (the "Privacy Policy"). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

2. Description of the Service

2.1 Service Overview

The Service is designed to enable you to generate a remix of a given song (the "Original") into the style of a different song (the "Style Target"), using artificial intelligence and machine learning technology. You may provide input to the Service by uploading audio files or by providing links to audio on supported third-party platforms (such as YouTube or SoundCloud), in which case the Service will download the audio in the background for processing through our model. You will not have direct access to any audio file downloaded from a third-party platform; such files are used solely as input to generate your remix Output. All audio provided to the Service, whether uploaded directly or sourced via link, together with any other data, information, text, or content you provide as inputs to the Service, are collectively referred to as "Submissions." The Service will generate and return audio output based on your Submissions ("Output," and together with the Submissions, "Content"). The Service may also include features that permit Content to be shared with other users.

2.2 Artificial Intelligence and Machine Learning

The Service includes and utilizes artificial intelligence ("AI") and machine learning ("ML") to generate Outputs. Outputs are generated by the Service based on your Submissions and the Service's underlying models and algorithms. Due to the nature of AI and ML, Outputs may not be unique to you, may be provided to or generated for others, and may not be eligible for copyright or other intellectual property protection under applicable law. You should evaluate the Service and Outputs carefully and use them at your own risk.

2.3 Third-Party Audio Sources

The Service may enable you to provide links to audio on third-party platforms, including YouTube and SoundCloud. When you provide such a link, the Service will download the audio in the background for use as input to our model. You will not have direct access to any audio file downloaded from a third-party platform. Your use of any audio sourced from third-party platforms is subject to the terms, conditions, and restrictions of those third-party platforms. The Service does not grant you any rights to third-party content that you do not already possess. You are solely responsible for ensuring that you have the necessary rights to use any audio you provide to the Service via third-party links, and that such use complies with the applicable terms of service of those platforms and all applicable laws, including copyright law. We make no representations or warranties regarding the legality or permissibility of sourcing or using any content from third-party platforms through the Service.

3. Eligibility and Registration

3.1 Geographic Availability

The Service is currently available only to users located in the United States and its territories. You may not access or use the Service if you are located in the European Economic Area, the United Kingdom, or Switzerland. By creating an account, you represent and warrant that you are not located in any of those regions. If we expand availability to additional regions, we will update these Terms of Service to reflect the applicable requirements.

3.2 Minimum Age

You must be at least 13 years old to use the Service. In addition, if you are under 18 years old, you may use the Service only with the express consent of your parent or guardian, and you agree to provide true, accurate, current, and complete information as requested by the Company to confirm such express consent.

3.3 Registration

You may be required to register with Groove or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy.

3.4 Account Security

You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify the Company of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. The Company will not be liable for any loss or damage arising from your failure to comply with this paragraph.

3.5 Free Tier Accounts

We may, but are not obligated to, provide a free tier of the Service. You may not create more than one account to benefit from the free tier of the Service. If we believe you are not using the free tier in good faith, we may stop providing access to the Service.

4. Input Content Requirements

4.1 Ownership Requirement

It is very important that you only upload or otherwise provide Submissions that you have the rights to use as contemplated by this Agreement. By providing any Submission to the Service, including any Original or Style Target, you represent and warrant that:

  1. you own, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to submit and use (and allow us to use) such Submission in connection with the Service, including for the purpose of generating your Output and including the right to create derivative works based on such Submission;
  1. your Submissions and the use thereof by the Service, including to generate Output, will not violate any law or any third party's rights, terms and conditions associated with such Submission; and
  1. no other licenses, permissions, consents or authorizations must be obtained from or payments made to any other person or entity by us (or any third party deriving any rights or obligations from us) arising out of or related to our use of your Submissions, including to create your Output and/or to train, develop, fine-tune or otherwise improve the Service and any related artificial intelligence or machine learning models.

4.2 Derivative Works Authorization

You acknowledge that the Service generates Outputs that constitute derivative works of your Submissions. By providing Submissions to the Service, you represent and warrant that you possess all rights necessary to authorize the creation of derivative works based on each Submission, including both the Original and the Style Target.

Ownership of a copy of a sound recording or musical composition (for example, purchasing a song on iTunes or Amazon Music), a license to stream or play a sound recording or musical composition (for example, a subscription to Spotify, Apple Music, YouTube Music, or similar services), or any other limited-use license does not, by itself, constitute sufficient rights to provide such content as a Submission to the Service. Sufficient rights include, without limitation: being the original creator of the content; holding an explicit synchronization, remix, or derivative works license from the applicable rights holders (typically the music publisher for the composition and the record label for the sound recording); or using content that is in the public domain or licensed under a Creative Commons or similar open license that expressly permits the creation of derivative works (such as CC BY or CC BY-SA, but not CC BY-ND or CC BY-NC-ND).

4.3 Content Monitoring

We may, but are not obligated to, employ automated tools, including content identification or audio fingerprinting technologies, to identify copyrighted content uploaded to or processed through the Service. Such tools may not detect all copyrighted material, and we make no representations or warranties regarding the completeness or accuracy of any content identification measures. The existence or absence of any content identification measures does not alter or diminish your obligations under Section 4.1.

5. Content Rights and Licenses

5.1 License Grant to Company

You represent and warrant that you own all right, title and interest in and to your Submissions, including all copyrights and rights of publicity contained therein, and that you possess all necessary rights or have obtained all consents necessary to grant the Company the rights and licenses herein. By using the Service or otherwise transmitting Submissions to us, you grant to the Company and our affiliates, successors, assigns, and designees a worldwide, non-exclusive, fully paid-up, sublicensable (directly and indirectly through multiple tiers), assignable, royalty-free, perpetual, irrevocable right and license to use, reproduce, store, modify, distribute, create derivative works based on, perform, display, communicate, transmit and otherwise make available any and all Content (in whole or in part) in any media now known or hereafter developed, in connection with the provision, use, monetization, promotion, marketing, and improvement of our products and services, including the Service and the artificial intelligence and machine learning models related to the Service.

For the avoidance of doubt, this license authorizes us to make your Content available to and sublicense Content to other users of the Service as necessary to provide the Service, and you further grant to the Company the worldwide, fully paid-up, sublicensable, assignable, perpetual and irrevocable right to identify to the public (both on and off the Service) that Output (or any of it) was generated via the Service.

Such uses by the Company and other users of the Service are made without compensation to you or any other provider of the Submissions with respect to the Content, as the use of the Service by you is hereby agreed as being sufficient compensation for the Content and grant of rights herein. Furthermore, and for the avoidance of doubt, you irrevocably waive any and all so-called "moral rights" or "droit moral" that may exist in or in connection with the Content.

5.2 Output Ownership — Paid Users

Subject to your compliance with these Terms of Service, if you are a user who has subscribed to a paid tier of the Service, the Company hereby assigns to you all of its right, title and interest in and to any Output owned by the Company and generated from Submissions made by you through the Service during the term of your paid-tier subscription. However, due to the nature of machine learning, the Company makes no representation or warranty to you that any copyright will vest in any Output.

Paid users may download Outputs generated from their Submissions and use such Outputs for both personal and Commercial Use (as defined in Section 7), subject to compliance with these Terms of Service and all applicable laws.

5.3 Output Rights — Free Users

If you are a user of the free tier of the Service, you covenant and agree that you will only use Outputs generated from Submissions made by you through the Service solely for your lawful, internal, personal and non-commercial purposes, provided that you give attribution credit to Groove in each case. Free users may share hyperlinks to stream their Outputs on the Service but may not download Outputs or use them for any Commercial Use.

5.4 Download and Sharing Restrictions

Only paid users who created an Output may download that Output from the Service. No user may download Outputs created by another user. Recipients of shared streaming links may stream the applicable Output but may not download, reproduce, or otherwise copy the audio. You agree not to circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections, streaming restrictions, or download restrictions on the Service.

5.5 Non-Unique Outputs

Due to the nature of machine learning, Output may not be unique across users and the Service may generate the same or similar output for a third party. Other users may provide similar Submissions and receive the same output. Output that is requested by and generated for other users is not your Content.

5.6 Usage Data

You hereby authorize the Company and its third-party service providers to derive statistical and usage data relating to your use of the Service ("Usage Data"). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

5.7 AI Training

You acknowledge and agree that the Company may use your Submissions, Outputs, and related data to train, develop, fine-tune, or otherwise improve the Service and any related artificial intelligence or machine learning models, products, or services, during and after the term of your use of the Service.

The Company (or its licensors or designees) may analyze, aggregate, or anonymize any data or information relating to the Service, Submissions, or Outputs for analytical purposes and to monitor, improve, or expand the Service or other commercial offerings. Such de-identified data and AI learnings are the Company's (or its licensors' or designees') sole and exclusive property and may be combined and analyzed with other data for any lawful purposes during and after the term of this Agreement.

5.8 Feedback

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service ("Feedback") provided by you to the Company are non-confidential, and the Company will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

5.9 Content Preservation and Disclosure

You acknowledge and agree that the Company may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of the Company, its users, or the public.

6. User Conduct and Restrictions

You are solely responsible for any use of the Service and all Submissions that you make available, and for any Outputs that you generate via the Service. You assume all risk associated with Submissions, including the transmission thereof, and you have sole responsibility for the accuracy, quality, legality and appropriateness of Submissions. In no event will you use the Output to compete with the Company, including to create a competing product or service. You agree to not use the Service to:

  1. submit, upload, transmit or otherwise make available any Submissions or direct the Service to generate any Output that (i) infringes, violates or misappropriates any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload and use under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is (or is used for or in connection with any purpose, initiative, activity, product or service that is) unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose the Company or its users to any harm or liability of any type;
  1. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
  1. violate any applicable local, state, national, or international law, or any regulations having the force of law;
  1. impersonate any person or entity, or falsely state, imply or otherwise misrepresent your affiliation with any person or entity, including by generating, making available, promoting, labelling or otherwise using Output in a manner that suggests that such Output was created by or otherwise associated with an individual who was not the creator thereof;
  1. solicit personal information from anyone under the age of 13;
  1. harvest, collect or disclose email addresses or other information about another user or any other person without his or her express consent;
  1. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
  1. imply that the Company endorses any of your Submissions, Output, statements or positions;
  1. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
  1. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
  1. use the Service (and any Output) to create, develop or improve any competing products or services or to power, enable, or train other artificial intelligence and machine learning models, tools or technologies;
  1. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content available on or through the Service, including download restrictions or streaming-only limitations, including through the use of virtual private networks;
  1. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods; or
  1. use the Service, Outputs, or any other content available through the Service to misrepresent a live human, artist, band, or anything or anyone else, or in any way that violates any law or regulation or rights of a third party or that is otherwise offensive, disparaging, unethical, misleading, or in violation of any then-current acceptable use policy.

If you are blocked by the Company from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

7. Commercial Use

Subject to the Content section above, unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Service, and any Output, for any Commercial Use.

For purposes of these Terms of Service, "Commercial Use" means any use primarily intended for or directed toward commercial advantage or monetary compensation, including, but not limited to: distribution on streaming platforms (such as Spotify, Apple Music, YouTube Music, Amazon Music, Tidal, or similar services); use in advertisements or promotional materials; use in monetized video content (such as YouTube videos with ads enabled or sponsored social media content); synchronization with commercial media (such as film, television, podcasts, or video games); use in connection with the sale, marketing, or promotion of goods or services; and licensing or sublicensing to third parties for any of the foregoing purposes. For the avoidance of doubt, the following do not constitute Commercial Use: sharing on non-monetized personal social media accounts and use in non-commercial educational settings, provided that in each case no fee is charged and no revenue is generated, directly or indirectly, from such use.

Paid subscribers may use Outputs generated from their own Submissions for Commercial Use in accordance with Section 5.2 of these Terms of Service, provided that such use complies with all applicable laws and does not violate the rights of any third party.

8. Fees, Payment, and Subscriptions

8.1 Fees

To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to the Company that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay the Company the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize the Company (through its payment processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred.

If you dispute any charges you must let the Company know within sixty (60) days after the date that the Company charges you, or within such longer period of time as may be required under applicable law. We reserve the right to change our prices. If the Company does change prices, the Company will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at the Company's option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on the Company's net income.

8.2 Subscription Renewals and Cancellations

You agree that if you purchase a subscription, your subscription will automatically renew at the subscription period frequency referenced on your subscription page (or if not designated, then monthly) and at the then-current rates, and your payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, you must cancel your subscription seven (7) days before the subscription period renewal date by cancelling your subscription within the account interface of the Site or by emailing billing@groove.fm. Following any cancellation by you, you will continue to have access to the paid Service through the end of the subscription period for which payment has already been made.

8.3 Refunds

Payments made by you hereunder are final and non-refundable, unless otherwise determined by the Company. If we discontinue the Service, we will refund you any pre-paid fees on a pro rata basis, based upon the number of months left in the pre-payment period.

8.4 Free Trial

You can sign up for a trial for the paid portion of the Service and your trial period starts on the day you sign up for the trial and lasts for the duration indicated on your free trial confirmation email (or if not specified, then 7 days). If you are on a trial, you may cancel at any time until the last day of your trial by cancelling within the account interface of the Site or by emailing billing@groove.fm. If you do not cancel your trial at the end of your free trial period, and we have notified you that your account will be converted to a paid subscription, you authorize us to charge your credit card or other designated billing method for continued use of the paid Service. If you cancel your trial account or decide not to purchase a paid version of the Service at the end of your trial period, your content or data associated with your trial account may no longer be available to you, and the Company may delete or remove any such content or data.

8.5 Payment Processing

The Company does not directly process payments for the Service. We use a third-party payment processor to facilitate payment. These payment processing services are subject to the terms and conditions and privacy policy of the applicable payment processor. By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable payment processor's terms. The Company assumes no liability or responsibility for any payments you make through the Service.

9. Intellectual Property and Copyright Complaints

9.1 Service Content and Trademarks

You acknowledge and agree that the Service may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by the Company, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part. The Company name and logos are trademarks and service marks of the Company. Nothing in these Terms of Service should be construed as granting any license or right to use any Company trademarks without our prior written permission.

9.2 Platform Ownership

The technology and software underlying the Service, including all AI and ML models, algorithms, sound generating libraries, and related technologies, are the property of the Company, its affiliates, and its licensors (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by the Company.

9.3 Copyright Complaints — DMCA Notice

The Company respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied on the Service in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify the Company of your infringement claim in accordance with the procedure set forth below.

The Company will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to the Company's Copyright Agent at dmca@groove.fm (Subject line: "DMCA Takedown Request").

To be effective, the notification must be in writing and contain the following information:

  • a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
  • identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  • identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
  • a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.

9.4 Counter-Notice

If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload and use the content in Content, you may send a written counter-notice containing the following information to the Copyright Agent:

  • your physical or electronic signature;
  • identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and
  • your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the State of New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, the Company will send a copy of the counter-notice to the original complaining party informing them that the Company may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work files an action seeking a court order against the Company or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

9.5 Repeat Infringer Policy

In accordance with the DMCA and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at the Company's sole discretion, the accounts of users who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

10. Third-Party Services and Websites

The Service may display, include, make available, or provide links or other access to services, sites, software, applications, content, data, technology, and resources that are provided or otherwise made available by third parties (the "Third-Party Services"). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party. The Company has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services. The Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

11. Disclaimer of Warranties

YOUR USE OF THE SERVICE AND ANY OUTPUT IS AT YOUR SOLE RISK. THE SERVICE AND ANY OUTPUT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, SERVICE PROVIDERS, LICENSORS, AND AGENTS (COLLECTIVELY, THE "COMPANY PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE COMPANY PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE SUITABLE, ACCURATE OR RELIABLE; (D) YOUR USE OF ANY OUTPUT WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY; OR (E) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

YOU ACKNOWLEDGE THAT THE SERVICE USES EXPERIMENTAL TECHNOLOGY AND MAY SOMETIMES PROVIDE INACCURATE OR OFFENSIVE CONTENT THAT DOES NOT REPRESENT THE VIEWS OF THE COMPANY PARTIES. DUE TO THE NATURE OF MACHINE LEARNING, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY TO YOU THAT ANY COPYRIGHT WILL VEST IN ANY OUTPUT.

You are solely responsible for the results obtained from the Services, and your reliance and decisions relating to, and use of, the Outputs and Services. You should evaluate the Service and Outputs carefully, as appropriate for you, including in connection with commercial or non-commercial use.

12. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE OR ANY OUTPUT; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT, TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE.

IN NO EVENT WILL THE COMPANY PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID THE COMPANY IN THE LAST TWELVE (12) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY ARISING FROM (A) THE COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) DEATH OR PERSONAL INJURY CAUSED BY THE COMPANY'S NEGLIGENCE, OR (C) THE COMPANY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

13. Indemnification

13.1 Indemnification Obligation

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless the Company Parties from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to: (a) your use of the Service; (b) any Content, including any Submissions or Output, or use thereof; (c) your connection to the Service; (d) your violation of these Terms of Service; (e) your violation of any rights of another, including through your generation or use of any Output; (f) any claim that you did not have the necessary rights, licenses, or permissions to provide any Submission to the Service; or (g) your negligence or willful misconduct.

13.2 Cooperation

The Company will provide notice to you of any such claim, suit, or proceeding. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting the Company's defense of such matter. In the event of any third-party claim relating to your use of the Service, your Submissions, or your Outputs, you agree to:

  1. provide information, documents, and testimony relevant to the claim as reasonably requested by the Company;
  1. make yourself reasonably available to assist in the Company's defense;
  1. not take any action that would prejudice the Company's legal position, including publicly admitting liability or destroying potentially relevant evidence; and
  1. not settle or compromise any claim against the Company Parties, or admit fault on behalf of the Company, without the Company's prior written consent.

13.3 Cessation of Distribution

If there is (or is likely to be) a third-party claim, complaint, proceeding, allegation, or injunction relating to your Outputs or use or distribution of any Outputs, then you agree to promptly, upon the Company's reasonable request: (a) remove such Outputs from any platforms, works, or media in which they have been incorporated; (b) cease using and otherwise distributing or exploiting any such Outputs (or derivatives thereof); and (c) cause any third parties to whom you have sold, assigned, licensed, or provided the Outputs to do the same. This obligation applies notwithstanding any other provision of these Terms of Service.

14. Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

14.1 Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and the Company, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any Content, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and the Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

14.2 Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND THE COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

14.3 Pre-Arbitration Dispute Resolution

The Company is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to your satisfaction by emailing customer support at support@groove.fm. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to the Company should be sent to Soundry AI Inc., 838 Walker Rd. Suite 21-2, Dover, DE 19904 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If the Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Company is entitled.

14.4 Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless the Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, the Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

14.5 Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either the Company or you under the AAA Rules, the Company and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, the Company will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, the Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

14.6 Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

14.7 Opt-Out

You have the right to opt out of and not be bound by the arbitration and class action waiver provisions set forth in this Section 14 by sending written notice of your decision to opt out to the Notice Address within thirty (30) days of first accepting these Terms of Service. The notice must state that you opt out of the Arbitration Agreement and include your name, address, phone number, email address, and the account username(s) to which the opt-out applies. If you opt out of the Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of the Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter into in the future, with the Company.

14.8 Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than Section 14.2 titled "Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Section 14.2 are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

14.9 Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, the Company agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending the Company written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

15. Termination

You agree that the Company, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any Content within the Service, for any reason in the Company's sole discretion, including for lack of use or if the Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities.

The Company may also in its sole discretion and at any time discontinue or suspend providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that the Company may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service.

You acknowledge that data that has been used for training or improving the Company's AI and ML models cannot be removed or "un-trained" following account deletion or termination. The perpetual license rights granted under Section 5.1 and the AI training rights granted under Section 5.7 survive termination or expiration of your account.

Further, you agree that the Company will not be liable to you or any third party for any termination of your access to the Service. If the Company terminates solely for the Company's convenience, the Company will refund any prepaid fees paid by you that are not associated with Services actually provided prior to such termination.

16. Mobile Application

16.1 Use of the Mobile App

You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the Mobile App. We do not guarantee that the Mobile App can be accessed and used on any particular device or with any particular service plan. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the Mobile App on your mobile device.

16.2 Apple App Store

The following terms and conditions apply to you only if you are using the Mobile App from the Apple Inc.'s ("Apple") App Store. You acknowledge and agree that these Terms of Service are solely between you and the Company, not Apple, and that Apple has no responsibility for the Mobile App or content thereof. Your use of the Mobile App must comply with the App Store's applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App. In the event of any failure of the Mobile App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the Mobile App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile App. You and the Company acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the Mobile App or your possession and/or use of the Mobile App, including product liability claims, any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection or similar legislation. You and the Company acknowledge that, in the event of any third-party claim that the Mobile App or your possession and use of that Mobile App infringes that third party's intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You must comply with applicable third-party terms of agreement when using the Mobile App. You and the Company acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms of Service as they relate to your use of the Mobile App.

17. SMS Messaging

Certain portions of the Service may allow us to contact you via telephone or text messages. You agree that we may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Service, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any paid Service. You also understand that you may opt out of receiving text messages from us at any time, either by texting a reply with the word "STOP" using the mobile device that is receiving the messages, or by contacting legal@groove.fm. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.

18. Export Controls

The Company is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software or the Service is at your sole risk.

19. General Provisions

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and the Company governing your access and use of the Service, and supersede any prior agreements between you and the Company with respect to the Service.

These Terms of Service will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and the Company submit to the personal and exclusive jurisdiction of the state and federal courts located within the State of New York.

The failure of the Company to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect.

You may not assign these Terms of Service without the prior written consent of the Company, but the Company may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation."

Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. The Company will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond the Company's reasonable control.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The relationship between the parties under these Terms of Service is that of independent contractors and not partners, joint venturers or agents.

20. Contact

Please contact us at legal@groove.fm to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.

© 2026 Soundry AI Inc. All rights reserved.