End User License Agreement

END USER LICENSE AGREEMENT

1. DEFINITIONS

The following definitions shall apply to this license agreement:

"Music Maker Jam (MMJ)" refers to the product licensed under this agreement, consisting of Software and the Content.

"Software" refers to the computer program in object code format contained within MMJ, including all updates and upgrades, with the exception of the provided Content.

"Content" refers to all the audio, music, video, image, template files which are included by default or made available for download within MMJ. Such Content is available either for free or requires a purchase.

"Derived Content" refers to content which has been created using the MMJ mobile app, and the Software and / or the Content made available in MMJ.

"Commercial Use", for the purpose of this agreement, constitutes any commercial use and any use of the Software or Content for the direct or indirect purpose of financial benefit (e.g. by means of monetization, sale, licensing, advertising, etc.).

2. CONTRACT PURPOSE

2.1. Under the conditions laid out in this agreement, Loudly GmbH (hereafter referred to as Loudly, “we”, or “us) as the creator and provider of the service MMJ, grants MMJ users the non-exclusive and non-transferable right to use MMJ. Loudly retains ownership, copyright and other proprietary rights related to MMJ. The user acknowledges Loudly's ownership as well as all proprietary rights to the Software, backup copies and documentation. The user is solely responsible for the proper contractual use of MMJ. The Code of Conduct is an integral part of this agreement.

2.2. Loudly reserves all rights, including those not expressly granted under this agreement.

3. RIGHTS GRANTED IN USING THE SOFTWARE AND CONTENT

3.1. Rights granted for Non-Commercial Use

Unless otherwise stated in this agreement, the user agrees that the Software, Content and Derived Content will be used solely for personal projects with non-commercial purposes.

It is NOT PERMITTED for users to:

Transfer rights in the Content or Derived Content to third parties for commercial purposes, transactional fees or traded goods.
Populate a commercial background music library or create a database of Derived Content tracks to use for commercial purposes
Integrate Derived Content into datasets for the purpose of training AI models
3.2. Rights granted for Commercial Use

The right to release Derived Content that is made in MMJ to streaming platforms is granted ONLY & EXCLUSIVELY through the Loudly Distribution service which can be accessed via the
the Loudly Digital Site pricing page. The Loudly Distribution service enables MMJ users to release Derived Content tracks across music or audio streaming services such as, but not limited to - Spotify, Apple Music, Amazon Music, Soundcloud, Deezer, Tidal and more.

It is explicitly NOT PERMITTED to release Derived Content made in MMJ via any external music or audio distribution services such as, but not limited to - Ditto, Distrokid, CDBaby, Tunecore, Amuse etc., Any such activity will be constituted as a violation of the End User License Agreement and subject to penalties.

Via the Loudly Distribution service, MMJ users will be entitled to keep a percentage of the income received from streaming royalties, as detailed in the policies published publicly by Loudly when a user purchases the Loudly Distribution service.

3.3 Rights granted to perform in a public setting

When an MMJ user purchases the Loudly Distribution service, they are automatically granted the right to perform Derived Content in public locations, bars, clubs and venues.

4. TERMS OF USE FOR ARTIFICIAL INTELLIGENCE ("AI") DATA LICENSE

The user of Music Maker JAM agrees that Loudly may use the Derived Content created in Music Maker JAM internally for an indefinite period for the further development of its own product portfolio. Using proprietary software, Loudly may extract data from the sound projects assembled by the user to populate datasets which may be used for generative media software applications, internally and externally, to deliver innovations within Loudly’s product portfolio.

By using Music Maker JAM, you agree that any Derived Content created by you, including but not limited to Derived Content using the Content provided in MMJ, may be used by Loudy and our licensees for the following purposes:

Training, improving, and developing artificial intelligence ("AI") and similar technologies;
Creating derivative works based on your Derived Content, through AI and similar technologies.
By agreeing to this End User License Agreement, you grant Loudly a perpetual, worldwide, non-exclusive, royalty-free, transferable license (with the right to sublicense) to use, reproduce, distribute, display, and perform your Derived Content in connection with the provision and improvement of our AI and similar technologies.

5. PROHIBITION TO COPY AND RENT

5.1 MMJ cannot be commercially rented out or commercially lent in any other form to a third party in exchange for payment.

5.2 In accordance with §§ 69d & e UrhG (German Copyright Act), the user may not make any changes to the licensed software, personally or by third parties. The user may not disassemble the Software into its components, nor modify the object code, decode, copy or use it in any way other than that foreseen in the contract.

6. USER ACCOUNTS

6.1 Registration is required in order to use MMJ and to ensure that specific functions are running properly. The user is responsible for the general use and security of their user account.

6.2 The user account may be temporarily or permanently blocked if we deem that the user has violated this agreement or the Code of Conduct.

7. VIRTUAL CURRENCY AND VIRTUAL GOODS

7.1 Virtual currencies ("Beatcoins") or items or services for use in MMJ ("Virtual Goods") may be provided in MMJ free of charge or for a fee. Beatcoins and virtual goods may be used solely in MMJ. Beatcoins are divided into paid and free Beatcoins. Free Beatcoins lose their validity 12 months after issuance and are then deleted. Chargeable Beatcoins lose their validity 24 months after issuance and are then deleted. Users will be notified two months before the expiration of the paid Beatcoins.

7.2 Beatcoins or virtual goods that have been acquired cannot be exchanged for real money, real goods or real services. Beatcoins and/or virtual goods can only be purchased via MMJ. Beatcoins and virtual goods are not transferable. Fee-based offers may be changed to free offers at any time and vice versa, free offers may be changed to fee-based offers. Furthermore, additional Beatcoins may be distributed to users for free. However, no legal claim shall exist for this distribution.

7.3 A limited individual, revocable license is granted to the user for the use of Beatcoins or virtual goods. There are no rights of ownership in relation to Beatcoins or virtual goods.

7.4 Refunds are excluded. The user agrees that the service's provision begins immediately upon completion of purchase and that the right of withdrawal expires at the same point. The purchase of Beatcoins or virtual goods is complete once the Beatcoins or virtual goods have been credited to the user’s account. From this point on, the usage period of 24 months applies.

7.5 Invoices can be issued in electronic form.

7.6 Loudly reserves the right to regulate, modify, remove or change the price of Beatcoins and virtual goods at any time. Furthermore, Loudly reserves the right to regulate the total amount of Beatcoins or virtual goods that can be acquired at any one time and/or the acquirable total amount in user accounts.

7.7 User accounts that have been blocked or deleted in accordance with this agreement will lose all Beatcoins and virtual goods. Damages and refunds are excluded.

7.8 The use of cheats, bots and other measures for controlling access to Beatcoins and/or virtual goods is forbidden, and the user account will be blocked immediately as a result.

8. GUARANTEE AND LIABILITY

8.1 The user is aware that state of the art Software programs and associated documentation may contain errors, and that it is not possible to develop data processing programs in such a way that they are error-free for all application conditions and all customer requirements, or error-free in conjunction with all third-party programs and hardware. Loudly provides no assurances of particular features and usability related to planned customer-specific applications.

8.2 In case of paid products and services, Loudly is only liable to slight negligible damages incurred by it or its assistant(s) if a duty is violated, even if it is extra-contractual, the adherence to which is of special importance in order to be in compliance with contractual use (Cardinal duty), as well in cases of damage to life, body and health.

8.3 For non-observance of a cardinal obligation, the liability is limited to the damage which must be typically expected within the scope of this agreement if there is no intention or gross negligence or if Loudly must incur liability because of fatal injury, physical injury or health hazards.

8.4. Loudly is not liable for damages controllable by the user or damages that could have been prevented by the user had reasonable measures been undertaken to do so. Loudly is liable for data loss only to the extent of costs incurred during restoration if backups are available.

8.5 In any event, Loudly's liability is limited to four times the amount paid for the license fee by the customer.

8.6 In case of paid products and services, the guarantee against deficiency in material and defects in title is limited to fraudulent concealment of defects by Loudly in consideration of free licensing of the product. Otherwise, liability of Loudly is limited to instances of premeditation and gross negligence in consideration of the free licensing.

8.7 Statutory liability for personal damages and damages pursuant to the Product Liability Act remains unaffected.

8.8 Loudly reserves the right to change parts or the entire offer, replace it partially or in full, or transform free offers to fee-based offers and vice versa. Availability will not be guaranteed.

9. LICENCE CONDITIONS OF OTHER MANUFACTURERS

If MMJ contains additional software from other manufacturers, or should additional software be integrated, then compliance with the use and license conditions of the manufacturer of said delivered additional software is also compulsory.

The provision of MMJ through all software stores (including, where applicable, the purchase of virtual goods and virtual items) is subject to the additional conditions of the individual software store and all other conditions arising from this context as part of this agreement. Loudly is not responsible and shall not be liable for any purchases or payment transactions made through a software store.

10. SUPPORT

Loudly offers electronic Internet support via https://justaddmusic.zendesk.com/hc/en-us/categories/115000308513-Music-Maker-JAM during the warranty period. The rendering of support is at the sole discretion of Loudly and is not connected with any guarantee or warranty.

11. OTHER

11.1 This agreement constitutes the entire agreement betwen the parties. Collateral agreements shall not exist. No verbal or written statements made by Loudly or any Loudly employee can alter or question the validity of this license agreement.

11.2 Should one or more of the conditions in this agreement be or become invalid, this will not affect the validity of the remaining agreement. A substitute provision will replace the invalid condition, such as comes closest to the intended purpose. The contract is subject to the law of the Federal Republic of Germany.

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