Last updated: October 1, 2024

Please read the following terms and conditions carefully. These AI Technologies Terms and Conditions, as well as the Music Distribution Terms and Conditions (the “Music Distribution Terms and Conditions”), Copyright Policy (the “Copyright Policy”), Social Platforms Terms of Service (if applicable), Editorial Administration Terms and Conditions (if applicable) (the “Editorial Administration Terms”), AI Front Row Seats Terms and Conditions (if applicable), and Privacy Policy (the “Privacy Policy”) (each incorporated herein by this reference and referred to, individually and collectively, as the “Terms of Service”), govern Your access to and use of the TuneControl.com website (the “Site”), including Your use of any content, information, products, or services thereon or provided by TuneControl, and Your participation in the TuneControl AI Technologies program (“AI Technologies Program”).

This is a legal agreement between you (“You”) on the one hand, and, on the other hand, TuneControl, LLC., including its parent companies, subsidiaries, affiliates, or any related companies, as applicable (collectively, “TuneControl”). In the event that You choose to join the TuneControl AI Technologies Program, these AI Technologies Terms and Conditions shall supplement the Terms of Service and shall apply to You during the Term. TuneControl reserves the exclusive right to modify, discontinue, or terminate, at any time, the Site and AI Technologies (or any part thereof), or to modify the AI ​​Technologies Terms and Conditions, without prior notice. It is Your responsibility to review these AI Technologies Terms and Conditions periodically for changes. By opting into AI Technologies or continuing to use or access the Site or the AI ​​Technologies Program after TuneControl makes and posts any such modifications, You agree to be legally bound by the modified AI Technologies Terms and Conditions. You may not alter the terms and conditions of the AI ​​Technologies Terms and Conditions without the express written consent of TuneControl.

BEFORE OPT-IN TO PARTICIPATE IN THE AI TECHNOLOGIES PROGRAM, PLEASE READ THESE AI TECHNOLOGIES TERMS AND CONDITIONS CAREFULLY. BY OPT-IN TO OR USING THE AI TECHNOLOGIES PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE AI TECHNOLOGIES TERMS AND CONDITIONS, THE TERMS OF SERVICE, OTHER APPLICABLE SUPPLEMENTAL TERMS, AND ANY MODIFICATIONS THERETO FROM FUTURE. IF YOU DO NOT AGREE TO THESE AI TECHNOLOGIES TERMS AND CONDITIONS, PLEASE DO NOT AGREE TO PARTICIPATE IN THE AI TECHNOLOGIES PROGRAM.

1. DEFINITIONS.
   
   As used herein in these AI Technologies Terms and Conditions, the following capitalized terms shall have the following meanings:
   
   a.“AI Generator Models” means an AI Model capable of generating content (e.g., sound recordings), using artificial intelligence and deep learning, including, but not limited to, AI Voice Models.
   
   b.“AI Models” means any software program that is to be trained on a set of data (including Datasets) and that, through such training, is to learn how to apply that learning to achieve specific objectives. AI Models include, but are not limited to, AI Generator Models, AI-supported marketing and user recommendation tools, AI-supported content identification and rights protection tools.
   
   c.“AI Partner” means any third party, including but not limited to Consumer Stores, to whom TuneControl chooses to provide Input Data or with whom TuneControl chooses to otherwise partner to develop or train AI Models.
   
   d.“Net AI Technologies Royalty Receipts” means all sums, exclusive of trade discounts, commissions, fees and applicable taxes, directly attributable to the exploitation of your Content, that TuneControl actually receives as consideration for the exploitation of the AI ​​Technologies Rights for the purposes of the AI ​​Technologies, or for any additional Attributable Production Opportunities, where applicable. Net AI Technologies Royalty Receipts received in a foreign currency may be converted by TuneControl or credited to TuneControl in accordance with its applicable currency exchange policies in effect from time to time (acting reasonably).
   
   e.“AI Speech Models” means an AI Generator Model capable of generating synthetic speech that mimics human speech or a human voice, through the use of artificial intelligence and deep learning, including, for example, converting text to speech, or converting one human voice to another.
   
   f. “Supplemental Material” means any audio, literary, graphic or photographic elements, including, but not limited to, album covers, lyrics, videos, titles of musical works, Artist Name and Image, pseudonyms, biographies, photos and Metadata.
   
   g.“Artist” means any person whose performances are incorporated into the Recordings.
   
   

   h.“Attributable Production” means a Production that reproduces all or part of Your Content or any element of Your Name and Image.
   
   

   i.“Attributable Production Opportunity” means any product or service released by TuneControl or an AI Partner that utilizes an AI Model that generates Attributable Productions.
   
   
   j.“Composition” means any musical composition (including, for clarity, associated lyrics) that is owned or controlled by You, to the extent You have rights thereto, and that You have accepted or submitted to TuneControl during the Term in connection with the Editorial Administration Services.
   
   k.“Content” means all audio and audiovisual recordings (including, without limitation, Recordings), Compositions (if applicable) and Supporting Materials that You submit to TuneControl or that You have chosen to include in the TuneControl AI Technologies Program.
   
   l.“Datasets” means datasets associated with the Content, such as digital data files comprising copies of the Content, associated Metadata, verbatim copies of lyric sheets where available, organized, for example, by artist, genre, date or subject matter and created to support the development of AI Models.
   
   m.“Input Data” means any data within the Datasets that is used as input for the purposes of training, data and text mining, machine learning, research, development, experimentation, testing, proof of concept, and validation of an AI Model.
   
   n.“Metadata” means all data that permits the identification of the Content and the rights holders of the Content, including the names of Artists and labels, ISRC codes, UPCs, names of authors, composers, publishers, ISWCs in relation to the musical works fixed within the Recordings and the names and identification codes of all elements comprising the Supplementary Material.
   
   o. “Name and Likeness” means any name (including aliases and professional/stage names), trademark (if registered as such), voice, photograph, portrait, caricature and any other image or graphic representation (including signatures, symbols, logos or other distinctive elements), whether still or animated, of or relating to You, an Artist or any other person that appears on any album artwork or in any image or artwork that You submit to TuneControl.
   
   p.“Non-Attributable Production” means all other Productions that are not Attributable Productions.
   
   q.“Opportunity” means any AI Technologies opportunity, such as an Attributable Production Opportunity, or any other product or service that TuneControl or an AI Partner develops, creates or launches that uses or intends to use an AI Model to generate Productions to be used for any purpose.
   
   r.“Output” means the material generated by an AI Model as a result of processing the Input Data, including Attributable and Non-Attributable Outputs.
   
   s.“Recordings” means the sound recordings and audio-visual recordings (if applicable) that You submit to TuneControl at any time.
   
   t.“Term” shall have the meaning given to it below in Clause 6.
   
   u.“Third Party” means any person or entity that is not a party to this Agreement and that is not an affiliate of a party to this Agreement.
   
   

2. GRANTING OF RIGHTS
   
   
   a) AI Technologies Rights. In addition to the rights granted by You under the Terms of Service (as applicable) and elsewhere in these AI Technologies Terms and Conditions (including the rights granted in relation to individual Opportunities, as set forth below), You grant TuneControl (and TuneControl’s sublicensees) the right to seek and manage opportunities to license (and sublicense) the following rights (“AI Technologies Rights”):
   
   

   (i) In the event that You have opted to include in the Editorial Administration Services any of Your publishing rights or Compositions that are owned or controlled by You, such Compositions will be included as part of Your Content and these AI Technologies Terms and Conditions will apply.
   
   
   (ii) In addition to the representations and warranties set forth herein and in the Editorial Administration Terms and Conditions, You hereby warrant and represent that all records and information You submit to TuneControl are and will remain true and accurate, including Your percentage of ownership in any Composition.
   
   (iii) In the event of any change in Your publishing status, You will promptly notify TuneControl in writing (including by email) and send TuneControl updated documentation (including any additional documentation TuneControl may request) corresponding to Your updated publishing status.
   
   

   b) AI Technologies Purposes. You grant the above AI Technologies rights to TuneControl (and TuneControl’s sublicensees, including AI Partners) for the following purposes (“AI Technologies Purposes”):
   
   

   (i) create Data Sets;
   
   (ii) use such Data Sets to perform data and text mining and machine learning, research, train, develop, test and release products and AI Models for any purpose, including, without limitation, for promotional or commercial purposes, alone or in connection with any and all complementary products, including, without limitation, consumer store platforms, services, products and software, as well as sound, video and audiovisual recording creation and editing tools, or software applications;
   
   (iii) store and manage such Data Sets for as long as necessary for the purposes described above, subject to any time limitations or license periods provided for in any agreement between You and TuneControl (including the Terms of Service, as applicable).
   
   

   c) Attributable Production Opportunities. In addition to the foregoing, You also designate TuneControl to obtain and manage Attributable Production Opportunities. TuneControl will share such opportunities with You for Your approval, either by email or through an opt-in process.
   
   d) Attribution. Notwithstanding anything herein to the contrary and for the avoidance of doubt, You acknowledge and agree that the AI ​​Technologies Rights granted herein do not preclude TuneControl or an AI Partner from using Your Content to generate and use Productions for AI Technologies Purposes, provided that such Productions are (i) public domain content or content not protectable by copyright, neighboring rights, image/personality rights or similar laws and provisions; or (ii) a Non-Attributable Production.
   
   e) Edition.
   
   (iv) In the event that You have opted to include in the Editorial Administration Services any of Your publishing rights or Compositions that are owned or controlled by You, such Compositions will be included as part of Your Content and these AI Technologies Terms and Conditions will apply.
   
   (v) In addition to the representations and warranties set forth herein and in the Editorial Administration Terms and Conditions, You hereby warrant and represent that all records and information You submit to TuneControl are and will remain true and accurate, including Your percentage of ownership in any Composition.
   
   (vi) In the event of any change in Your publishing status, You will promptly notify TuneControl in writing (including by email) and send TuneControl updated documentation (including any additional documentation TuneControl may request) corresponding to Your updated publishing status.
   
   

3. NET RECEIPTS OF AI TECHNOLOGY ROYALTIES
   
   a.The manner in which Your share of the Net AI Technology Royalty Receipts is calculated will vary based on a number of factors, including, but not limited to, how the applicable AI Partner uses the AI ​​Technology Rights, the extent to which Your Content has been used in the applicable AI Model, the amount of Your Content that has been licensed to the applicable AI Partner for use in the applicable Opportunity, and the terms of the agreement between TuneControl and the applicable AI Partner.
   
   b. Your share of AI Technologies Net Receipts will be posted to Your TuneControl Account in a timely manner after TuneControl receives them. Once payment has been credited to Your Account, You may withdraw all or a portion of the payment, at Your discretion. You will be responsible for any bank or other fees related to such withdrawals.
   
   c. As an exception to the foregoing: In the event that TuneControl does not receive any sums as consideration for the AI ​​Technology Rights, You agree to waive (on behalf of Yourself and the relevant rights holders) all rights to claim fees or royalties from TuneControl and any AI Partner as consideration for the authorizations provided for in Section 2 above.
   
   
4. MANDATE
   
   You hereby irrevocably grant to TuneControl, its licensees, assigns, agents and attorneys, during the Term, the right and authority to act on Your behalf and as Your attorney-in-fact, for the following purposes (the “Agency”):
   
   a. As necessary for TuneControl to use and exercise the rights mentioned in Clause 2 provided that this reservation may be enforced under applicable law, reserve the use of Your Content by Third Parties for data and text mining purposes (“Opt-Out”).
   
   b. Initiate on your behalf or on behalf of TuneControl (to the extent permitted by applicable law) such claims, suits, actions or proceedings (each, a “Claim”) as TuneControl deems reasonably necessary and proper for the protection and enforcement of the rights granted to TuneControl hereunder. You further hereby irrevocably authorize and assign to TuneControl, its licensees, assigns, agents and attorneys the exclusive right to initiate Claims on your behalf or on behalf of TuneControl (to the extent permitted by applicable law) relating to any unauthorized use or exploitation of Your Content (or any portion thereof) by any third party in connection with an AI Model, including, but not limited to, the use of Your Content as part of Input Data in connection therewith or as part of Output resulting therefrom. TuneControl will initiate and pursue any Claim in good faith and at TuneControl’s expense. Amounts collected through a Claim will first be used to reimburse all external (e.g., attorneys' fees) and internal costs incurred in obtaining them. TuneControl will then retain 50% of any remaining balance, prior to distribution to all participants in the settlement or collection in question, subject to the terms, conditions and methodologies generally applied by TuneControl.
   
   c. Accordingly, and to the extent permitted by applicable law, You irrevocably grant TuneControl the right and authority to sign on Your behalf any documentation and to do all other things that are reasonably necessary to evidence, or to grant TuneControl, the right and power to exercise such Power. Where required, You agree to promptly sign and deliver to TuneControl (by such means as TuneControl may determine) any documents and to do anything else that is reasonably required of You to evidence, or to grant TuneControl, the right and power to exercise such Power.
   
   
5. REPRESENTATIONS AND WARRANTIES. DISCLAIMER
   
   a. Warranties and Representations. In addition to the representations and warranties made by You in the Terms of Service (which are fully applicable to the rights and authorizations You grant to TuneControl hereunder), You represent and warrant the following:
   
   (i) You have the right and authority to enter into these AI Technologies Terms and Conditions and understand its contents.
   
   (ii) You have obtained all authorizations from Artists, performers and any other participants or rights holders of the Content as necessary to grant TuneControl the rights provided hereunder, and your use hereof will not infringe the rights of any of them or any Third Party.
   
   (iii) You have obtained all necessary authorizations from the Artists, and the use of the Name and Image hereunder will not be detrimental to them under any trademark/image/personality rights or similar laws and provisions, as applicable.
   
   (iv) Any and all of Your approvals under these AI Technologies Terms and Conditions include approval of the Artists, performers and any other participants or rights holders of the Content.
   
   (v) The rights granted herein are free from any claim, demand, lien, rights and obligations of Third Parties.
   
   (vi) The license provided herein does not violate any applicable law.
   
   (vii) You will pay all amounts and royalties owed to Artists or Content participants (including, but not limited to, performers), or obtain any necessary rights waivers, as applicable.
   
   (viii) Neither TuneControl nor any Third Party, successor and assign shall be obligated to pay any additional amounts (if any) to You or any Third Party in connection with the exploitation of AI Technologies Rights granted hereunder and TuneControl's only payment obligations (if any) with respect to the exploitation of such rights shall be payment to You in accordance with these AI Technologies Terms and Conditions or the Terms of Service (as applicable).
   
   (ix) Subject to the rights granted to TuneControl hereunder, You will not, and You will cause Artist not to, use such rights on Your behalf in any manner that jeopardizes the rights licensed hereunder and You will not grant any Third Party any similar or exclusive rights/authorizations, in whole or in part, as those granted to TuneControl hereunder.
   
   b. Release. You will indemnify TuneControl and any of its affiliates (including their directors, members, officers, employees, and other representatives) from and against any and all liabilities, damages, losses, costs and expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any breach (or any claim that, if true, would constitute a breach) of any obligation, representation, or warranty made in these AI Technologies Terms and Conditions. In the event that You owe TuneControl any amount under these AI Technologies Terms, including, for example, due to Your breach, a claim, or otherwise, TuneControl shall have the right, at its sole discretion, to (i) deduct the amount owed by You from any sums owed to You under any agreement between You and TuneControl; or (ii) require You to pay the outstanding balance within 15 days of the date of a valid invoice setting forth the outstanding balance, including any supporting documentation.
   
   
6. TERM
   
   a. As used herein, “Term” shall mean the period beginning on the date You enroll in the TuneControl AI Technologies Program (including any portion thereof or any specific program contained therein) and ending on the date TuneControl processes Your opt-out notice.a. As used herein, “Term” shall mean the period beginning on the date You enroll in the TuneControl AI Technologies Program (including any portion thereof or any specific program contained therein) and ending on the date TuneControl processes Your opt-out notice.
   
   b.Should you decide to opt out of the TuneControl AI Technologies Program, you may do so by sending a request to the TuneControl Artist Support team from the email address associated with Your
   
   TuneControl Account. Instructions on how to submit a request to the Artist Support team are available here.
   
   c. Notwithstanding the foregoing or any provision contained in these AI Technologies Terms and Conditions, TuneControl shall have the right to terminate, with immediate effect, Your participation in the AI ​​Technologies Program (including any part thereof), at any time, and for any reason or no reason.
   
   d. Notwithstanding any expiration of the Term, You hereby agree and acknowledge that any rights granted by You to TuneControl hereunder or licensed by TuneControl to a Third Party (including, without limitation, AI Partners) shall continue in full force and effect during the term of such license, (including in perpetuity).
   
   
7. MISCELLANEOUS CLAUSES
   
   a.These AI Technologies Terms and Conditions are supplemental and additional to any applicable clauses of the Terms of Service agreed to by You. Except as explicitly provided in these AI Technologies Terms and Conditions, the Terms of Service will not be amended and will continue in full force and effect.
   
   b.These AI Technologies Terms and Conditions, together with the Terms of Service (as applicable), represent the entire terms agreed between You and TuneControl relating to the subject matter hereof and no oral representation, inducement, warranty or promise by either party shall be binding and valid, and such agreements shall not be extended, modified or altered except by a separate written agreement signed by the parties.
   
   c. Any terms or definitions in these AI Technologies Terms and Conditions that are similar to those used in other clauses of the Terms of Service shall be deemed equivalent in interpretation. In the event of any inconsistency or discrepancy between the definitions in these AI Technologies Terms and Conditions and the other clauses of the Terms of Service, the definitions in these AI Technologies Terms and Conditions shall prevail.
   
   d. TuneControl does not guarantee the exploitation of Content or the inclusion or participation of a particular AI Partner. TuneControl reserves the right, in its sole discretion, to refuse to do business with any particular AI Partner. TuneControl reserves the right to remove Your Content, or any portion thereof, from the AI ​​Technologies Program or to refuse to submit Your Content to an AI Partner for inclusion in any AI Opportunity, for any reason or no reason, and You agree that TuneControl shall not be liable to You or any third party in connection therewith. Except as specifically provided in the Terms of Service, TuneControl shall have no obligation to You.
   
   e. TuneControl shall not be deemed to have breached the AI ​​Technologies Terms and Conditions unless You have provided notice of the breach to TuneControl and TuneControl has not cured it within thirty (30) days of receipt of such notice. In no event shall a breach entitle You to terminate any rights granted hereunder.
   
   f.In no event shall TuneControl, its officers, directors, employees or agents be liable to You for any damages of any kind, including, without limitation, indirect, incidental, special, punitive or consequential damages arising from or relating to the exploitation of Your Content.
   
   under these AI Technologies Terms and Conditions, Your use of AI Technologies, or Your participation in the AI ​​Technologies Program, whether or not the damages were foreseeable or TuneControl has been advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction, and in no event shall TuneControl’s aggregate liability to You exceed one hundred U.S. dollars (US$100).
   
   g. These AI Technologies Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of laws provisions. Any legal suit or proceeding arising under the Terms of Service shall be instituted exclusively in the courts located in the State and County of New York, and the parties hereby irrevocably consent to the personal jurisdiction and venue of such courts. The parties hereto waive their respective rights to a trial by jury. You agree and acknowledge that in no event will You be entitled to injunctive or other equitable relief (including for breach or failure to comply with any of these AI Technologies Terms and Conditions), and in no event will You seek or be entitled to injunctive or other equitable relief to restrict in any way the exploitation of an AI Model, Attributable Production Opportunity, Sandbox Opportunity, or any other similar service or product, due to the use of Your Content in its development; Your sole remedy will be to seek damages, if applicable, through court action.
   
   h. In the event that any provision of these AI Technologies Terms and Conditions is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of a party to exercise any right or provision of these AI Technologies Terms and Conditions will not be deemed a waiver of such right or provision. You may not assign these AI Technologies Terms and Conditions (by operation of law or otherwise) without TuneControl's prior written consent, and any prohibited assignment will be void and null. TuneControl may assign these AI Technologies Terms and Conditions or any rights or obligations hereunder without Your consent. The relationship of the parties under these AI Technologies Terms and Conditions is that of independent contractors, and these AI Technologies Terms and Conditions will not be construed to imply that either party is an agent, employee, or joint venturer of the other. You agree that these AI Technologies Terms and Conditions and the rules, restrictions, and policies contained herein, and TuneControl's application and enforcement thereof, are not intended to and do not confer any rights or remedies upon any person other than You and TuneControl. These AI Technologies Terms and Conditions, together with the other provisions of the Terms of Service, and TuneControl's rules and policies, constitute the entire agreement between TuneControl and You with respect to the subject matter hereof. Any notice or other communication required to be given hereunder will be in writing and will be given by (i) TuneControl via email (in each case to Your email address of record); (ii) a posting on the Site; or (iii) You via email to copyright@tunecontrolapp.com or such other address as TuneControl may specify in writing. The date of receipt will be deemed to be the date on which the notice was transmitted.
   
   i. You acknowledge that you have read and understand TuneControl's Privacy Policy as more fully described on the Site and, by using the AI ​​Technologies and the Site, you have expressly agreed to the terms and conditions set forth in such Privacy Policy, as amended from time to time.