MusicCreator AI Commercial License Agreement

1. Parties

This Agreement is entered into between:

Licensor: MusicCreator AI, Inc. ("MusicCreator AI", "Platform", "we", "us", or "our")

Licensee: The individual or entity that purchases a Commercial License on the Platform ("User", "you", or "your").

If the User is a company, institution, agency, nonprofit, or other organization ("Organizational User"), this Agreement also applies to its employees, contractors, representatives, and agents who use the Platform on its behalf. The Organizational User is responsible for ensuring compliance with this Agreement by all such persons.

2. Definitions

2.1 Generated Music

"Generated Music" means any music, audio, instrumental work, background music, or related musical output created by the User through the Platform.

2.2 Commercial Use

"Commercial Use" includes, without limitation, monetization, advertising, promotion, brand content, distribution, licensing, public performance, broadcasting, streaming, synchronization, resale, and any use that directly or indirectly generates revenue or other commercial benefit.

2.3 Commercial License

"Commercial License" means the commercial rights granted under this Agreement for a specific piece of Generated Music purchased by the User on the Platform.

2.4 Licensed Music

"Licensed Music" means a specific piece of Generated Music for which the User has purchased a Commercial License on the Platform.

3. License Grant

Subject to this Agreement, upon the User's purchase of a Commercial License for a specific piece of Generated Music on the Platform, MusicCreator AI grants the User a non-exclusive, worldwide, perpetual, non-transferable license to use that Licensed Music for personal and Commercial Use.

The Commercial License:

• applies only to the specific piece of Generated Music for which it was purchased;
• becomes effective at the moment of successful purchase on the Platform;
• remains valid perpetually thereafter and is not affected by later changes to the User's account or Platform access.

This license includes the right to:

• use, copy, download, store, and modify the Licensed Music;
• distribute, publish, stream, and display the Licensed Music through any media or platform;
• create derivative works based on the Licensed Music;
• use the Licensed Music in videos, social media posts, advertisements, podcasts, broadcasts, films, games, apps, branded content, and other commercial projects;
• publicly perform, synchronize, and communicate the Licensed Music to the public.

Generated Music for which no Commercial License has been purchased on the Platform is not licensed for Commercial Use under this Agreement.

4. Scope and Restrictions

The User may use Licensed Music commercially, provided that the User does not:

• use the Licensed Music in violation of applicable law or regulation;
• use the Licensed Music in connection with unlawful, fraudulent, defamatory, hateful, violent, exploitative, or otherwise harmful content;
• input or submit copyrighted lyrics, protected melodies, or other third-party content without having sufficient rights to do so;
• intentionally imitate a specific copyrighted song, recording, composition, or distinctive artist identity in a way that may infringe third-party rights;
• register the Licensed Music in any Content ID system, fingerprinting database, copyright registry, collecting society, or similar rights-management system in a manner that prevents, restricts, or interferes with other users' lawful use of similar outputs;
• claim exclusive ownership over Licensed Music beyond the rights expressly granted under this Agreement;
• resell, sublicense, or redistribute access to the Platform itself.

5. Organizational Use

Organizational Users may use Licensed Music for internal and external business purposes, including official brand channels, social media content, promotional videos, advertisements, presentations, and event materials, subject to this Agreement.

Organizational Users are solely responsible for:

• verifying that their intended use complies with internal policies, platform rules, and applicable laws;
• ensuring that all employees, contractors, and representatives using the Platform on their behalf comply with this Agreement;
• obtaining any additional legal review they consider necessary for large-scale campaigns, broadcast usage, or institutional deployment.

6. User Responsibilities

The User agrees that:

• the User is solely responsible for the prompts, inputs, instructions, and materials submitted to the Platform;
• the User is solely responsible for reviewing Licensed Music before publication or distribution;
• the User must ensure that their use of Licensed Music does not infringe third-party rights, including copyright, trademark, privacy, publicity, or other proprietary rights;
• the User must comply with the terms of service, monetization rules, and content policies of third-party platforms such as YouTube, Instagram, TikTok, Spotify, and similar services.

7. AI Output Disclaimer

The User acknowledges and agrees that:

• Generated Music is produced using artificial intelligence and automated systems;
• the legal treatment of AI-generated content may vary across jurisdictions and may evolve over time;
• MusicCreator AI does not guarantee that any Licensed Music is eligible for copyright protection in any particular jurisdiction;
• MusicCreator AI does not guarantee that Licensed Music will be free from all third-party claims, allegations, takedowns, content-matching issues, or platform enforcement actions;
• platforms such as YouTube and other distribution services may apply automated review, fingerprinting, or Content ID systems that could affect the availability, monetization, or distribution of Licensed Music.

8. No Warranty

Except as expressly stated in this Agreement, the Platform and all Licensed Music are provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, MusicCreator AI disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, or error-free operation.

MusicCreator AI does not warrant that:

• any Licensed Music will meet the User's expectations or commercial needs;
• any Licensed Music will be unique;
• any Licensed Music will not resemble other AI-generated or human-created works;
• any Licensed Music will remain continuously available on third-party platforms.

9. Limitation of Liability

To the fullest extent permitted by law, MusicCreator AI shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of revenue, profits, goodwill, business opportunity, data, or reputation arising out of or related to the use of the Platform or Licensed Music.

This includes, without limitation:

• copyright disputes;
• Content ID claims;
• takedowns or demonetization;
• account suspensions by third-party platforms;
• reputational damage;
• business interruption.

In any event, MusicCreator AI's total aggregate liability under this Agreement shall not exceed the total amount paid by the User to MusicCreator AI for the applicable Commercial License(s) during the twelve (12) months immediately preceding the event giving rise to the claim.

10. Indemnification

The User agrees to defend, indemnify, and hold harmless MusicCreator AI, its affiliates, officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or related to:

• the User's use of the Platform or Licensed Music;
• the User's prompts, inputs, or uploaded materials;
• the User's breach of this Agreement;
• the User's violation of any law or third-party right.

11. Termination

MusicCreator AI may suspend or terminate the User's access to the Platform at any time if the User breaches this Agreement or uses the Platform in a manner that creates legal, operational, or reputational risk.

Upon suspension or termination of Platform access:

• the User must stop creating new works through the Platform unless otherwise permitted;
• Commercial Licenses already validly purchased for Licensed Music continue in full force and effect, unless the specific use of that Licensed Music itself violates this Agreement or applicable law.

12. Changes to this Agreement

MusicCreator AI may update or modify this Agreement from time to time.

Material changes may be communicated through the Platform, by email, or by posting an updated version on the website. Changes do not reduce or revoke Commercial Licenses already validly purchased before the effective date of the updated Agreement. Continued use of the Platform or purchase of new Commercial Licenses after the effective date constitutes acceptance of the revised terms for licenses purchased thereafter.

13. Entire Agreement

This Agreement constitutes the entire agreement between the User and MusicCreator AIregarding the commercial use of Licensed Music and supersedes all prior or contemporaneous understandings relating to the same subject matter.

If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.