Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and [LEGAL ENTITY NAME], a [STATE OF FORMATION] [ENTITY TYPE] (“Sussmayr”, “we”, “us”, or “our”). They govern your access to and use of the Sussmayr websites at sussmayr.com and sussmayr.app, the Sussmayr songwriting application, and all related features, content, and support (together, the “Service”).

By creating an account, clicking to accept, or otherwise using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated here by reference. If you do not agree, do not use the Service.

These Terms contain a binding arbitration provision and a class action waiver in Section 21 that affect how disputes between us are resolved. Please read that section carefully.

If you are entering into these Terms on behalf of a company, band, label, or other organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

You must be at least 18 years old, or the age of majority where you live, to create your own Sussmayr account.

If you are between 13 and 17, you may use the Service only if a parent or legal guardian has reviewed and accepted these Terms, holds or supervises the account, and agrees to be responsible for your activity. The Service is not intended for and may not be used by anyone under 13. Some third-party AI providers we rely on impose their own minimum age requirements, which apply to you in addition to ours.

You may not use the Service if you are barred from doing so under the laws of the United States or any other applicable jurisdiction, if you are located in a country or region subject to comprehensive U.S. sanctions, or if you appear on any U.S. government restricted-party list. You also may not use the Service if we have previously terminated your account.

You need an account to use most of the Service. You agree to provide accurate information, keep it current, and keep your credentials confidential. You are responsible for everything that happens under your account, including activity by collaborators, bandmates, or team members you invite. Notify us at support@sussmayr.com promptly if you suspect unauthorized access.

Accounts are for a single person and may not be shared, sold, transferred, or made available to others except through the collaboration and team-seat features we provide. We may reclaim usernames and workspace names, including for trademark reasons.

Plans. The Service is offered on a free plan and on paid subscription plans described on our pricing page. Plan features, limits (including limits on songs, storage, collaborators, and AI usage) may change, and we may introduce new paid features.

Plans differ in how AI prompts are handled, not just in limits. Free and paid plans are served by different AI models and providers on different terms — including whether a provider may train on what you submit. Read Section 8 before using AI features, and note that downgrading to the free plan, or being downgraded for non-payment, changes how your prompts are handled going forward.

Free trials. If we offer a free trial, we will tell you the length of the trial when you sign up. Unless you cancel before the trial ends, the trial converts automatically into a paid subscription and the payment method on file is charged. Trials are limited to one per person or organization and may be modified or withdrawn at any time.

Automatic renewal. Paid subscriptions renew automatically at the end of each billing period (monthly or annual, as selected) at the then-current rate, until cancelled. You authorize us and our payment processor to charge your payment method on each renewal. You may cancel at any time from your account settings; cancellation takes effect at the end of the current billing period, and you keep paid access until then.

Payment processing. Payments are handled by a third-party payment processor. We do not receive or store your full card number. Your use of payment features is also subject to the processor's terms. You are responsible for keeping your payment information current.

Taxes. Prices exclude sales, use, VAT, GST, and similar taxes unless stated otherwise. You are responsible for all such taxes other than taxes on our income.

Price changes. We may change prices. For existing subscribers, changes take effect at the start of the next billing period after at least 30 days' notice. Continuing to use a paid plan after the change takes effect means you accept the new price.

Refunds. Except where required by law, payments are non-refundable and there are no refunds or credits for partial billing periods, unused AI allowances, or periods in which you did not use the Service. If you are a consumer in the EU, the UK, or another jurisdiction with a statutory withdrawal or cooling-off right, that right applies as provided by law; by starting your subscription immediately you request that the Service begin during the withdrawal period and acknowledge you may owe a proportionate amount for the access provided.

Failed payments. If a charge fails, we may retry, suspend access to paid features, or downgrade your account to the free plan. Content in excess of free plan limits may become read-only until you resume a paid plan or reduce your usage.

Chargebacks. If you dispute a charge with your bank instead of contacting us first, we may suspend or terminate your account. Please email support@sussmayr.com first — we would rather fix it.

“Your Content” means everything you create, upload, store, or share through the Service, including lyrics, melodies, chord charts and progressions, arrangements, song sections, notes, demos and audio recordings, images and artwork, album and track metadata, comments, and any files you upload.

You retain all ownership of Your Content. As between you and Sussmayr, you own and keep every right, title, and interest in Your Content, including all copyrights in the musical compositions and lyrics you write and in any sound recordings you upload. We claim no ownership of your songs.

To be explicit, by using Sussmayr you do not grant us, and we do not acquire, any of the following:

• any copyright, co-authorship, or co-writing interest in your songs;
• any music publishing or administration rights;
• any share of songwriter, publisher, mechanical, performance, synchronization, or neighboring-rights royalties;
• any interest in your masters, recordings, or artist name;
• any right to license, distribute, sell, register, or exploit your songs, or to represent you in doing so;
• any right to use your songs, name, likeness, or recordings in our marketing or promotion without your separate, express permission.

Sussmayr is a software tool, not a music company. We are not a publisher, record label, distributor, performing rights organization, collection society, manager, or copyright registration service, and we do not provide legal, tax, or business advice. Nothing in the Service creates an agency, partnership, joint venture, or employment relationship between us, and nothing here is a substitute for advice from a qualified music attorney about ownership, splits, sampling, or clearance.

Your responsibility for Your Content. You represent and warrant that you own or have all rights, licenses, consents, and permissions necessary for Your Content and for our processing of it as described in these Terms, and that Your Content does not infringe or violate any third party's copyright, trademark, trade secret, moral, privacy, publicity, or other rights, or any law.

Backups and export. You can export Your Content from the Service. You are responsible for maintaining your own copies of anything you cannot afford to lose. While we maintain backups as described in our Privacy Policy, we are not a backup service and do not guarantee that Your Content will never be lost, corrupted, or unavailable.

To operate the Service we need permission to handle Your Content in technical ways — storing it, displaying it back to you, syncing it across your devices, and sending the parts you choose to our AI providers when you use an AI feature. That permission is narrow and is described here.

You grant us a worldwide, non-exclusive, royalty-free, fully paid, revocable license to host, store, copy, cache, reproduce, transmit, reformat, display, and create technical derivative works of Your Content (such as thumbnails, transcodes, indexes, and PDF or chord-sheet exports), solely for the purposes of:

• providing, maintaining, and securing the Service for you;
• displaying Your Content to you and to the collaborators, bandmates, or team members you choose to share it with;
• transmitting the inputs you submit to the third-party AI providers described in Section 8, at your direction, to generate output;
• making backups and preventing data loss;
• investigating suspected violations of these Terms and responding to legal process or safety issues; and
• complying with applicable law.

We may sublicense these rights only to our hosting, storage, infrastructure, and AI service providers, and only so they can perform those services for us. This license exists only to let us run the Service. It ends when you delete Your Content or close your account, except for copies retained in routine backups for a limited period, copies retained where required by law, and content you have shared with collaborators who retain their own copies.

We will not use Your Content to train AI models. We do not use your lyrics, music, recordings, or uploads to train, fine-tune, or improve any artificial intelligence or machine learning model, whether ours or a third party's. We may use de-identified and aggregated statistics about how the Service is used — for example, how often a feature is opened, or aggregate error rates — that do not identify you and do not reveal the substance of Your Content.

Third-party AI providers are a separate question, and the answer depends on your plan. The commitment above is ours about our own use. When you choose to use an AI feature, what the third-party provider may do with what you submit is governed by Section 8, which controls on that subject. In short: on paid plans we engage providers on terms that prohibit training on your Input, while on the free plan some providers may retain your Input and use it to train their models.

Feedback. If you send us suggestions, feature requests, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you. Feedback is not confidential, and you should not send us anything you consider proprietary.

The Service lets you invite co-writers, bandmates, and team members to songs, albums, and shared workspaces. Understand what that means before you share:

• Sharing is a decision you make. When you invite someone to a song or album, you authorize us to display that content to them and, depending on the permissions you set, to let them edit, comment on, copy, export, or download it.
• They may keep copies. We cannot claw back content a collaborator has already viewed, exported, or downloaded, even after you remove their access.
• Permissions are not ownership. Access levels, roles, and administrative controls inside Sussmayr are workspace settings. They do not determine, transfer, evidence, or affect the legal authorship, copyright ownership, or writer splits in any song. Who owns what is determined by copyright law and any agreement among the writers — not by who has an editing seat.
• Split sheets and credits are your job. We strongly recommend that co-writers agree on splits in writing, outside the Service, before a song is released.
• We do not arbitrate disputes between collaborators. If co-writers, bandmates, or a group disagree about ownership, access, or control of content, that is between you. We are not obligated to take sides, mediate, restore access, apportion content, or preserve material during such a dispute, and we may, at our discretion, restrict access to disputed content until the parties resolve it or we receive a court order.
• Team and Band plans. If your account is part of an organization plan, the account owner or administrator may be able to manage the workspace, add and remove members, access content in shared workspaces, and control billing. Content created in a shared workspace may remain with that workspace when a member leaves.

Some features of the Service use third-party artificial intelligence models to generate lyrics, suggestions, music, or other material. When you use an AI feature, the material you submit — your prompt and the portions of your song or project needed to answer it (your “Input”) — is transmitted to one or more third-party providers, which return generated material (“Output”).

Depending on the feature and on routing, availability, and cost, those providers currently may include:

• Anthropic (Claude models) — text and lyric generation;
• Google (Gemini models and the Lyria family of music generation models) — text and music generation;
• OpenAI — text generation;
• OpenRouter — a routing service that forwards requests to models operated by the above and other model providers.

We may add, remove, or change providers and models at any time without notice, including to maintain availability or manage cost, and a given request may be routed to any of them. We do not guarantee that any particular model, provider, feature, or level of quality will remain available.

Each provider processes your Input under its own terms, usage policies, and privacy practices, which are outside our control and may change. What those practices permit depends on which plan you are on, because free and paid AI capacity are served by different models, providers, and commercial terms.

Paid plans

On paid subscription plans, we route AI requests only to models and providers we have engaged on business, enterprise, or paid API terms under which your Input and Output are not used to train, fine-tune, or otherwise improve their models. Under those terms a provider may still retain Input and Output for a limited period — and only for quality control, abuse monitoring, safety, security, service reliability, and legal compliance — after which it is deleted. Retention periods are set by each provider and vary, but are generally short (commonly up to 30 days).

Free plan

The free plan is different, and you should read this before submitting anything sensitive. Free AI capacity is served in part by models and providers offered on free, trial, community, or consumer tiers. Some of those providers may retain your Input and Output indefinitely and may use them to train, fine-tune, evaluate, or otherwise improve their models, and their staff or contractors may review that material. We do not control that processing, cannot limit it by contract on those tiers, and cannot undo it once your Input has been submitted.

If you do not want your prompts used to train AI models, use a paid plan or do not use the AI features. Unreleased lyrics and melodies, confidential material, personal information about other people, and anything covered by a non-disclosure or co-writing agreement should not be submitted to AI features on the free plan.

Routing and changes

Where requests are routed through OpenRouter, the practices of the underlying model provider apply and may vary by model and route; free routes in particular may permit training on prompts. We may change which models and providers serve each plan at any time, but for as long as you are on a paid plan we will route your paid AI requests only to providers whose terms prohibit training on your Input. See our Privacy Policy for more detail on what is sent and how it is handled.

AI features may be subject to usage limits, rate limits, queueing, or fair-use thresholds, and we may throttle, meter, or suspend AI access to protect the Service or manage cost. AI features are provided “as is” and may be unavailable, delayed, or produce unexpected results. Some AI features may be labeled beta, preview, or experimental; those may be changed or discontinued at any time and are excluded from any service commitment.

Human review. AI Output is a starting point, not a finished work, and it can be wrong, unoriginal, offensive, or unsuitable. You are responsible for reviewing, editing, and deciding whether to use anything the AI produces.

As between you and Sussmayr, you own the Output generated from your Inputs. To the extent we hold any right, title, or interest in Output generated for you, we assign it to you when it is generated, subject to your compliance with these Terms. We claim no copyright, publishing, royalty, or ownership interest in Output you generate, and you may use it commercially in your songs, subject to the rest of this Section and to Section 10.

That said, there are limits on what anyone can promise about AI-generated material, and you need to understand them before you release a song:

Output may not be unique. Generative models produce material probabilistically. Other users — and other people using the same underlying models anywhere in the world — may receive output that is identical or substantially similar to yours, including from similar prompts. We do not and cannot grant you any exclusivity in Output, and we make no representation that Output is original, novel, or unique to you.

Output may not be protectable by copyright. In the United States and in many other jurisdictions, material generated by artificial intelligence without sufficient human authorship is not eligible for copyright protection, and copyright offices may require you to disclaim AI-generated portions when registering a work. Whether a given song is protectable, and to what extent, depends on your own creative contribution and on evolving law. You should not assume that AI Output is copyrightable, registrable, or enforceable against others. Consult a qualified attorney before registering or asserting rights in a work that includes AI-generated material.

Output may resemble existing works. AI models are trained on large bodies of material and can produce output that is similar to, evocative of, or in rare cases substantially similar to existing copyrighted songs, lyrics, melodies, or recordings. Sussmayr does not review, clear, or verify Output for infringement, and gives no warranty that Output is non-infringing. Before you release, distribute, register, perform, or commercially exploit any work that includes Output, it is your responsibility to review it, and to obtain any clearances, licenses, or legal advice you need.

Disclosure obligations are yours. Distributors, streaming services, performing rights organizations, publishers, labels, contests, and licensing platforms increasingly require disclosure of AI-generated content, and some jurisdictions impose labeling or disclosure requirements by law. Determining and meeting those obligations is your responsibility, not ours.

Provenance and watermarking. Output — particularly generated audio — may contain watermarks, provenance signals, or metadata (for example, Google's SynthID) that identify it as AI-generated. You may not remove, obscure, alter, or attempt to defeat any such watermark, signal, or metadata, and you may not misrepresent AI-generated material as human-created where disclosure is required.

Your rights in Output are conditional. The assignment above is conditioned on your compliance with these Terms and with the applicable provider terms described in Section 10. Output generated in violation of those terms is not licensed to you for any purpose.

Because AI features are delivered through third-party providers, your use of those features is also subject to the providers' terms and usage policies, including as applicable Anthropic's Usage Policy, Google's Generative AI Prohibited Use Policy and applicable Google Cloud or Gemini API terms, OpenAI's Terms of Use and Usage Policies, and OpenRouter's terms and the terms of any model routed through it. Those policies may change without notice to you. You agree to comply with them, and where a provider policy is more restrictive than these Terms, the more restrictive rule applies to the affected feature or Output. We may restrict or disable AI features for your account to comply with a provider requirement.

In addition to Section 11, you agree that you will not use the AI features to:

• generate material that infringes anyone's copyright, trademark, or other intellectual property rights, including prompting a model to reproduce, closely imitate, or continue a specific existing song, recording, lyric, or artist catalog;
• generate a voice, vocal performance, likeness, name, or persona that imitates a real, identifiable person or recording artist without that person's consent, or that violates any right of publicity, personality right, or digital-replica law;
• develop, train, fine-tune, distill, evaluate, or improve any competing artificial intelligence or machine learning model using the Service, the underlying models, Inputs, or Outputs;
• reverse engineer, discover, or attempt to extract the underlying models, model weights, prompts, or system instructions;
• circumvent, disable, or attempt to defeat any safety filter, content moderation, rate limit, usage limit, or provenance mechanism;
• access AI features by automated means, scrape or bulk-generate Output, or resell, redistribute, or provide the AI features to third parties as a standalone or substantially similar service;
• generate content that is unlawful, defamatory, harassing, hateful, or that sexualizes minors; or
• use Output in any way prohibited by law or by an applicable provider policy.

You agree not to, and not to permit anyone else to:

• use the Service to store, share, or transmit material that infringes or misappropriates anyone's intellectual property or other rights;
• use the Service for any unlawful purpose or in violation of any applicable law, including export control and sanctions laws;
• upload or transmit malware, or interfere with, disrupt, overload, or attempt to gain unauthorized access to the Service, its infrastructure, or another user's account or content;
• probe, scan, or test the vulnerability of the Service, or breach any security or authentication measure, other than through a responsible disclosure to support@sussmayr.com;
• scrape, crawl, harvest, or use automated means to access the Service or extract data from it, except as expressly permitted;
• resell, sublicense, rent, lease, or provide the Service to third parties, or use it to build a competing product or service;
• circumvent plan limits, usage metering, paywalls, or access restrictions, including by creating multiple accounts;
• harass, threaten, defame, or abuse other users or collaborators, or impersonate any person or entity;
• post or transmit content that is unlawful, hateful, or sexually exploitative of minors; or
• remove, obscure, or alter any proprietary notice, watermark, or attribution in the Service or in Output.

We may investigate and take action we consider appropriate, including removing content, limiting features, and suspending or terminating accounts. We are not obligated to monitor Your Content, but we may review, screen, or remove content at our discretion, including through automated systems.

The Service may allow you to upload files — audio demos, voice memos, stems, instrumentals, samples, images, artwork, documents, and similar material. In addition to Section 5, you specifically represent and warrant, for every file you upload, that:

• you created it, or you have obtained all rights, licenses, consents, releases, and clearances necessary to upload it and to have us process it as described in these Terms;
• it does not contain any commercially released sound recording, composition, sample, loop, interpolation, or stem that you are not licensed to use, and you are solely responsible for obtaining any master-use, mechanical, sampling, or publishing clearances;
• it does not contain the voice, image, name, or likeness of any person who has not consented to its use;
• it does not contain confidential information belonging to a third party, or personal information about others that you are not permitted to share; and
• uploading it does not breach any agreement you have with a label, publisher, co-writer, producer, or anyone else.

We act as a passive host for uploads. We do not pre-screen, verify, clear, or endorse uploaded files, and we have no obligation to do so. We may, however, scan files for malware, enforce file type and size limits, apply storage quotas, transcode audio for playback, and remove or disable access to any file that we believe in good faith violates these Terms or the law.

Storage limits and deletion. Uploads count against your plan's storage limits. We may delete files that exceed your limits after notice, files associated with a closed or long-inactive account, or files we are required to remove. Keep your own copies of your masters and source files.

We respect intellectual property rights and expect our users to do the same. We respond to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512) and to equivalent notices under other applicable laws.

Submitting a notice

If you believe material on the Service infringes your copyright, send a written notice to our designated agent at dmca@sussmayr.com, or by mail to Copyright Agent, [LEGAL ENTITY NAME], [STREET ADDRESS, CITY, STATE ZIP, USA]. Your notice must include:

1. a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
2. identification of the copyrighted work claimed to have been infringed;
3. identification of the material that is claimed to be infringing, with enough detail for us to locate it (such as a URL or share link);
4. your name, address, telephone number, and email address;
5. a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
6. a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

We may remove or disable access to material we believe in good faith is infringing, and we will make a reasonable effort to notify the user who posted it. Under 17 U.S.C. § 512(f), you may be liable for damages, including costs and attorneys' fees, if you knowingly misrepresent that material is infringing. Much of the content on Sussmayr is private and not publicly accessible; please make sure you have identified actual material on the Service.

Counter-notification

If your material was removed and you believe that was a mistake or misidentification, you may send a counter-notification to the same address containing: your signature; identification of the removed material and where it appeared; a statement under penalty of perjury that you have a good faith belief the material was removed as a result of mistake or misidentification; your name, address, and telephone number; and a statement that you consent to the jurisdiction of the federal district court for your district (or, if outside the U.S., for [COUNTY, STATE]) and will accept service of process from the complaining party. We may restore the material in 10 to 14 business days unless the complaining party notifies us that it has filed an action.

Repeat infringers

We will terminate, in appropriate circumstances, the accounts of users who are repeat infringers.

The Service — including its software, design, interface, text, graphics, logos, and the “Sussmayr” name and marks — is owned by us or our licensors and is protected by intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for its intended purpose, subject to these Terms. All rights not expressly granted are reserved.

You may not copy, modify, distribute, sell, or lease any part of the Service, or reverse engineer or attempt to extract its source code, except to the extent applicable law prohibits that restriction. You may not use our name, logo, or marks without our prior written permission, except to accurately refer to the Service.

The Service may link to or integrate with third-party websites, services, and content, including AI providers, payment processors, authentication providers, and reference data sources (such as dictionary, thesaurus, rhyming, and music theory data). We do not control and are not responsible for third-party services or their content, terms, or privacy practices, and your use of them is at your own risk and subject to their terms. Third-party reference data may be inaccurate or incomplete and is provided for convenience only.

Our Privacy Policy explains what information we collect, how we use it, what is transmitted to AI providers when you use AI features, and the rights you have over your information. By using the Service you agree to the practices described there.

By you. You may stop using the Service and delete your account at any time from your account settings. Deleting your account cancels future billing but does not entitle you to a refund of amounts already paid.

By us. We may suspend or terminate your access, with or without notice, if we believe in good faith that you have violated these Terms or the law, if your account creates risk or legal exposure for us or others, if required by a provider or by law, for extended inactivity, for non-payment, or if we discontinue the Service. Where practical and lawful, we will give notice and an opportunity to cure.

Your content after termination. Before you close your account, export anything you want to keep. After termination we will make Your Content available for export for at least 30 days unless we are prohibited from doing so by law or your account was terminated for violations that make retention inappropriate, after which Your Content may be permanently deleted. Deletion from backups occurs on our normal backup cycle as described in our Privacy Policy.

Discontinuing the Service. If we decide to discontinue the Service or a material feature, we will make reasonable efforts to give advance notice and a window to export Your Content.

Survival. Sections 5, 6, 9, 10, 14, and 18 through 24, and any other provision that by its nature should survive, survive termination.

The Service, including all AI features and Output, is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, we disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, and any warranties arising from course of dealing or usage of trade.

Without limiting the above, we do not warrant that: the Service will be uninterrupted, timely, secure, or error-free; that content or Output will be accurate, original, unique, non-infringing, protectable, or suitable for any purpose; that any song, lyric, melody, or recording created with the Service can be lawfully released, registered, licensed, or commercially exploited; that music theory, chord, scale, rhyme, or dictionary data is correct; or that Your Content will not be lost, deleted, or corrupted.

No advice or information obtained from us or through the Service creates any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you; in that case, the exclusions apply to the fullest extent permitted.

To the fullest extent permitted by law, neither Sussmayr nor its officers, members, employees, agents, suppliers, or licensors will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, royalties, goodwill, business opportunity, publishing or licensing opportunity, data, songs, recordings, or content, arising out of or relating to the Service, whether based in contract, tort, strict liability, or otherwise, and whether or not we have been advised of the possibility of such damages.

Our total aggregate liability for all claims arising out of or relating to these Terms or the Service will not exceed the greater of (a) the total amount you paid us for the Service in the twelve months immediately before the event giving rise to the claim, or (b) one hundred United States dollars ($100).

These limitations apply even if a limited remedy fails of its essential purpose and form an essential basis of the bargain between us. Some jurisdictions do not allow the exclusion or limitation of certain damages, so parts of this section may not apply to you; nothing here limits liability that cannot be limited by law, such as for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence.

You agree to defend, indemnify, and hold harmless Sussmayr and its officers, members, employees, agents, suppliers, and licensors from and against any claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your Content, including any claim that it infringes or misappropriates a copyright, trademark, right of publicity, moral right, privacy right, or other right;
• any material you upload, store, share, distribute, release, register, perform, or commercially exploit, including any sample, interpolation, or recording;
• your use of AI Output, including any claim that Output infringes or misappropriates the rights of a third party, or that a work you released containing Output was not properly cleared, licensed, or disclosed;
• your violation of these Terms, of any applicable AI provider policy referenced in Section 10, or of any law;
• any dispute between you and a co-writer, collaborator, bandmate, publisher, label, or other third party regarding authorship, ownership, splits, credit, or access; or
• your misrepresentation of anything you represent or warrant in these Terms.

We will notify you of any claim subject to this section and may, at our option, control the defense with counsel of our choosing at your expense. You may not settle any claim in a way that imposes any obligation or admission on us without our prior written consent.

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to have a jury hear your claims. It applies to the fullest extent permitted by law and does not apply where prohibited.

Informal resolution first

Before starting an arbitration or any proceeding, you agree to try to resolve the dispute informally by sending a written notice to legal@sussmayr.com describing the dispute and the relief you seek. We will do the same. Both parties agree to negotiate in good faith for 60 days from the date of the notice. This step is a condition to starting arbitration, and the limitations period is tolled while it runs.

Agreement to arbitrate

If we cannot resolve the dispute informally, you and Sussmayr agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration, administered by the American Arbitration Association under its Consumer Arbitration Rules (or its Commercial Rules if you are a business), as modified by these Terms. The Federal Arbitration Act governs the interpretation and enforcement of this section. The arbitrator, and not any court, has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this arbitration agreement, except that a court decides whether the class action waiver below is enforceable.

Arbitration will take place in [COUNTY, STATE], or, if you are a consumer, at your election in the county where you live or by telephone or video conference. A single arbitrator will decide the dispute, may award the same individual relief a court could, and must issue a written decision. Each party bears its own attorneys' fees unless the arbitrator awards them under applicable law. Judgment on the award may be entered in any court of competent jurisdiction.

Class action and jury trial waiver

You and Sussmayr agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, or representative proceeding. The arbitrator may not consolidate or preside over the claims of more than one person. You and Sussmayr waive any right to a jury trial.

If this class action waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in court, and the rest will proceed in arbitration.

Exceptions

Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or other equitable relief in court to protect intellectual property rights or to stop unauthorized access to or misuse of the Service.

Your right to opt out

You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing legal@sussmayr.com with the subject line “Arbitration Opt-Out” and including your name and the email address on your account. Opting out has no other effect on your relationship with us, and does not waive the class action or jury trial waivers above to the extent they are separately enforceable.

Mass filings

If 25 or more similar claims are filed against us by or with the coordination of the same counsel, the parties agree the claims will be administered in staged batches of no more than 50, with the limitations period tolled for claims awaiting their batch.

Time limit

To the extent permitted by law, any claim arising out of or relating to the Service or these Terms must be filed within one year after it arises, or it is permanently barred.

These Terms and any dispute arising from them are governed by the laws of the State of [STATE], United States, without regard to its conflict of laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration, you and Sussmayr consent to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY, STATE], and waive any objection to that venue.

If you are a consumer residing in the European Union, the United Kingdom, or another jurisdiction whose law grants you the protection of mandatory local rules, nothing in this section deprives you of that protection or of the right to bring proceedings in the courts of your country of residence.

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice — by posting the updated Terms with a new “Last updated” date, and, for significant changes, by email or an in-app notice — before they take effect.

Your continued use of the Service after the effective date means you accept the updated Terms. If you do not agree, stop using the Service and close your account. Changes do not apply retroactively to a dispute of which we had notice on the date of the change.

Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us about the Service and supersede all prior discussions and agreements.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions stay in effect.

No waiver. Our failure to enforce a provision is not a waiver of our right to do so later.

Assignment. You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or to an affiliate.

Force majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control, including outages of third-party infrastructure or AI providers.

Notices. We may give you notice by email to the address on your account, or by posting in the Service. Legal notices to us must be sent to legal@sussmayr.com and to [LEGAL ENTITY NAME], [STREET ADDRESS, CITY, STATE ZIP, USA].

Relationship. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between you and us. There are no third-party beneficiaries.

Export and sanctions. You represent that you are not located in, and will not use the Service in, a jurisdiction subject to comprehensive U.S. sanctions, and that you are not a restricted party under applicable export control laws.

Headings and summaries. Section headings and the “short version” summary are for convenience only and do not affect interpretation.

Questions about these Terms? Email legal@sussmayr.com, or write to us:

[LEGAL ENTITY NAME]
[STREET ADDRESS, CITY, STATE ZIP, USA]

Copyright and DMCA notices: dmca@sussmayr.com. Privacy questions: privacy@sussmayr.com. Account and billing help: support@sussmayr.com.