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‍PLEASE READ THESE LEMONAIDE PRIVATELY TRAINED MODEL TERMS OF SERVICE (“TERMS OF SERVICE” OR “TERMS”) CAREFULLY, AS IT SETS FORTH THE LEGALLY BINDING TERMS OF SERVICE BETWEEN YOU AND LEMONAIDE MUSIC, INC. (“LEMONAIDE”), REGARDING YOUR USE OF THE LEMONAIDE PRIVATELY TRAINED MODELS SERVICE AS PROVIDED BY LEMONAIDE (THE “SERVICE(S)”). IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT USE THE SERVICES DESCRIBED BELOW. YOU MUST ACCEPT AND ABIDE BY THESE TERMS OF SERVICE AS PRESENTED TO YOU. LEMONAIDE MAY REFUSE ACCESS TO THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS OF SERVICE. THESE TERMS OF SERVICE REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH LEMONAIDE AND, BY AGREEING TO THESE TERMS OF SERVICE, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST LEMONAIDE IN A CLASS ACTION FORMAT.

  1. Access
    • Access to the Service is provided solely as an accommodation and at Lemonaide's sole discretion, and is available only to (i) users and/or authorized representative(s) of an entity or users, that have a current and valid Agreement with Lemonaide. Your access to the Service may be further limited by Lemonaide in our sole discretion. By using the Service, you acknowledge and accept these Terms of Service, the Lemonaide Terms of Service, the Lemonaide Privacy Policy, and consent to the sharing, collection and use of your data between Lemonaide and its affiliated companies, in accordance with the Lemonaide Privacy Policy
    • IN THE EVENT THAT THE LEMONAIDE TERMS OF SERVICE AND THESE TERMS OF SERVICE CONFLICT, THESE TERMS OF SERVICE WILL CONTROL, WITH THE UNDERSTANDING THAT ALL REASONABLE EFFORTS WILL BE MADE TO ENSURE THAT THE TERMS FIT CONGRUENTLY TOGETHER.
    • THESE TERMS OF SERVICE, WHEN ACCEPTED BY YOU BY CLICKING “I AGREE” OR “I ACCEPT”, WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND LEMONAIDE  WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, WRITER, AND/OR CORPORATION, IN WHICH CASE “YOU”, “YOUR”, OR THE LIKE HEREUNDER REFERS TO THE ARTIST, BAND, GROUP, WRITER, AND/OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THESE TERMS OF SERVICE CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THESE TERMS OF SERVICE IS THE DATE ON WHICH YOU CLICK THE “I AGREE” OR “I ACCEPT” BUTTON.
    • LEMONAIDE RESERVES THE RIGHT TO ADD, DELETE, AND/OR MODIFY ANY OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF SERVICE. IN THE EVENT OF SUBSTANTIVE CHANGES TO THESE TERMS OF SERVICE, YOU WILL BE NOTIFIED BY EMAIL, THROUGH YOUR ACCOUNT PAGE ON THE LEMONAIDE WEBSITE, OR ANY OTHER APPLICABLE MEANS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO DISCONTINUE USE OF THE SERVICES. YOUR CONTINUED USE OF THE SERVICES FOLLOWING POSTING OF A CHANGE NOTICE OR NEW TERMS OF SERVICE ON THE LEMONAIDE WEBSITE OR NOTICE TO YOU VIA EMAIL, WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGES.
    • YOU ARE RESPONSIBLE FOR MAINTAINING A VALID EMAIL ADDRESS ON FILE WITH LEMONAIDE FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES.
  2. Using the Service.
    • License to Use of Outputs. This is an non-exclusive agreement allowing Lemonaide to provide the Services to you with respect to facilitating your ability to create New Recording(s) and/or New Composition(s) (collectively referred to as your “Track(s)”) by subscribing to the Lemonaide Privately Trained AI Model(s) on the BeatStars Marketplace (subject to the BeatStars Terms of Service). Lemonaide utilizes software and technology including artificial intelligence to process user inputs, such as musical compositions, sound recordings, or text prompts), to generate and return outputs based on such Inputs (the “Output(s).” Subject to your compliance with the Agreement and full payment of the Services Subscription price, Lemonaide grants you a non-exclusive, non-transferable, perpetual, worldwide, royalty-free, fully paid right to use the Outputs you obtain through the Services or otherwise generated in connection with your use of the Services, in combination with other sounds in music productions to create Track(s). This means that you may modify, reproduce, publicly perform, distribute, transmit, communicate to the public, sublicense and otherwise use the Outputs as embodied in a Track(s), including for commercial purposes, in connection with the purposes described above or otherwise as set forth in the remainder of this Agreement. You (and/or any applicable third-party contributors or artists engaged by you in connection with the Track(s) will own any original contributions made to the Track(s) that are not comprised of the Outputs (e.g., added vocals or added instrumentation). For the avoidance of doubt, you will not own the Outputs. For avoidance of doubt, access to the Services and the associated outputs may have additional license terms related to your payment of Sound Recording and Publishing Royalties when you create Tracks using the Services (the “Additional License Terms”) that are provided to you at the time that you subscribe to the Service(s). You agree to abide by such Additional License Terms.
    • ‍Limitation on Use of Outputs. Notwithstanding anything to the contrary and with respect to both Track(s), you may not (a) sublicense the Outputs in isolation as sound effects, loops, or as source material for any other form of sample (even if you modify the Outputs), (b) use or sublicense Outputs in a manner competitive to Lemonaide or its licensors, (c) sublicense, sell, loan, share, lend, broadcast, rent, lease, assign, distribute, or transfer all of the Output to a third party except as incorporated into Track(s); (d) redistribute Outputs in new sample packs or (e) use any Outputs or portions of Outputs identified as made available for "preview" other than to internally and locally (on the Service) preview the applicable Output (and for the avoidance of doubt, "preview" Output may not be modified, reproduced, publicly performed, distributed, transmitted, communicated to the public, sublicensed, or otherwise used and may not be used for commercial purposes). If you represent a business entity, you agree that only one individual affiliated with that entity may use a downloaded Output as specified above. You will defend, indemnify, and hold Lemonaide harmless against any claims asserted against Lemonaide and any damages, losses or expenses incurred by Lemonaide in connection herewith the Track(s) and theTerms of Service.
  3. Territory. The territory of these Terms of Service is throughout the world and universe.
  4. Term and Cancellation. The term of these Terms of Service (the “Term”) shall commence upon the Effective Date and shall subsist until the date which is one (1) month following the date hereof. Thereafter, the Term shall automatically renew for successive and consecutive one (1) month periods unless and until terminated by either party by either party providing notice to the other at least thirty (30) days prior to the end of the applicable initial Term or renewal period. The Term and your enrollment in the Service will continue until you cancel via BeatStars Studio, or by contacting support@beatstars.com or support@lemonaide.ai. Cancellation shall be effective at the end of the Term. All fees including, but not limited to, sign-up fees, subscriptions fees, are non-refundable, irrevocable, and shall survive the cancellation of these Terms of Service. You are solely responsible for all charges, fees, duties, remuneration, revenue sharing, sharing of ownership interests arising out of any use of the Services that may be required by the Additional License Terms.
  5. Your Information. You agree to provide accurate, current, and complete information (“User Data”) required to Lemonaide, and at other points as may be required in the course of using the Service. You hereby confirm that any User Data you already have provided to Lemonaide (including, without limitation, through prior use of Lemonaide) has been accurate, current and complete and you grant Lemonaide the right to share such User Data with Lemonaide Service Providers, and Lemonaide Business Partners in accordance with our Lemonaide Privacy Policy. You further agree to keep your User Data current and up to date. Failure to provide, maintain, and/or update your User Data may result in the termination of your Lemonaide Account.
  6. Third Party Services. In accordance with the Lemonaide Privacy Policy, Lemonaide Services may be integrated with third party links, websites, and services (“Third Party Services”) to make Track(s) and/or services available to you. Any of these Third Party Services, may have their own terms and conditions of use and privacy policies and your use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. You agree that Lemonaide is not responsible or liable for any such Third Party Service, including, but not limited to any transaction you may enter into with the provider of any such Third Party Service.
  7. Warranties and Indemnification. You hereby warrant and represent to Lemonaide as follows:
    • You are at least eighteen (18) years of age, or have the authorization of a parent or legal guardian to enter these Terms of Service;
    • You are not bound by any agreement that would prohibit you from entering into this Terms of Service;
    • All registration information and other information you submit to Lemonaide is and will remain truthful and accurate. You will notify Lemonaide promptly if any information changes or needs to be updated. In the event Lemonaide is put on notice with respect to a discrepancy or any inaccuracy with respect to any information provided by you, Lemonaide shall have the right to terminate your access to the Service if there is a question, discrepancy, or inaccuracy that may result in any potential harm and legal liability as it relates to Lemonaide;
    • You have, and shall continue to have, the full right, capacity, power and authority to enter and fully perform under these Terms of Service. Without limiting the foregoing, no consent of any third party is required, nor shall it be required, in order to effectuate the grant of rights made to Lemonaide under these Terms of Service, or Lemonaide’ enjoyment of such rights and the proceeds thereof as contemplated hereunder.
    • You hereby indemnify Lemonaide, its parents, subsidiaries, officers, representatives, employees, affiliates, successors, licensees, its affiliated publishers, its affiliated subpublishers, administrators and assigns (“Lemonaide Party(ies)”) from any and all claims, or any claims arising out of or in connection with (i) any act or omission of any third party in connection with your Track(s) including any act or omission of any third party in connection with your Track(s); (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms of Service, Additional License Terms, or any Additional Terms that relate to your use of the Service or Lemonaide services; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device (e.g., computer, phone, etc.) or by you, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) Lemonaide’s use of your misrepresented information or the material that you submit to us (including, but not limited to any intellectual property, User-Generated Content, and/or Content) (all of the foregoing, "Claims and Losses"). You shall reimburse Lemonaide on demand as it relates to your indemnification obligations herein.
    • You will repay Lemonaide, promptly upon request therefore, for any costs and expenses incurred by it in connection with any claim related to a breach or alleged breach of the above representations and warranties, including, without limitation any copyright infringement claims or demand for money.
  8. Disclaimer of Warranties; Limitation of Liability.
    • LEMONAIDE DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME LEMONAIDE MAY REMOVE THE OFFERING OF THE SERVICE (OR PARTICULAR PRODUCTS OR SERVICES THEREIN) FOR INDEFINITE PERIODS OF TIME, OR CEASE TO OFFER THE SERVICE IN ITS ENTIRETY, AT ANY TIME, WITHOUT NOTICE TO YOU.
    • YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT. FURTHERMORE, LEMONAIDE DOES NOT REPRESENT OR WARRANT THAT ANY OUTPUTS ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY LAWS.
    • LEMONAIDE DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE  WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND LEMONAIDE DISCLAIMS ANY LIABILITY RELATING THERETO.
    • TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY LEMONAIDE PARTY BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO:
      1. THE SERVICE;
      2. YOUR USE OF, OR INABILITY TO USE, THE SERVICE, OR THE PERFORMANCE OF THE SERVICE;
      3. ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY LEMONAIDE OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR ACCESS TO OR USE OF THE SERVICE;
      4. ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS OR OTHER RIGHTS OWNERS;
      5. ANY INJURY OR DAMAGES YOU SUSTAIN DIRECTLY OR INDIRECTLY AS A RESULT OF YOUR USE OF THE SERVICE;
      6. ANY ERRORS OR OMISSIONS IN THE SERVICE'S TECHNICAL OPERATION; OR
      7. ANY DAMAGE TO YOUR OR ANY AUTHORIZED REPRESENTATIVE'S COMPUTER, HARDWARE, SOFTWARE, MODEM, OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE, OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING LOSSES OR DAMAGES IN THE FORM OF LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR EQUIPMENT FAILURE OR MALFUNCTION.
    • THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY EVEN IF ANY OF THE FOREGOING EVENTS OR CIRCUMSTANCES WERE FORESEEABLE AND EVEN IF LEMONAIDE WAS ADVISED OF, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, REGARDLESS OF WHETHER YOU BRING A LEGAL ACTION BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR TORT (INCLUDING WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THE SERVICE). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE SORT THAT ARE DESCRIBED ABOVE, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
    • EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LEMONAIDE’S TOTAL LIABILITY TO YOU, FOR ANY AND ALL ALLEGED DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID LEMONAIDE TO ACCESS THE SERVICE; PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY LEMONAIDE.
  9. Notices. Lemonaide may send you notice with respect to the Services by sending an email message to the email address listed in your Account contact information or the business email address you provided to Lemonaide, by sending a letter via postal mail to the contact address listed in your Account contact information, or by a posting on Lemonaide associated services webpages. Notices shall become effective immediately, unless expressly stated otherwise in such notice.
  10. Governing Law. You expressly agree that the laws of the State of New York, New York., excluding its conflicts of law rules, govern these Terms of Service and your use of the Service, and that the exclusive jurisdiction for any proceeding relating in any way to your use of the Service for will be the New York, New York. By accepting these Terms of Service, you hereby waive the right to object to the foregoing choice of law, personal jurisdiction or venue.
  11. Miscellaneous. These Terms of Service constitute the entire agreement between you and Lemonaide and govern your use of the Services, superseding any prior agreements between you and Lemonaide as it relates to the use of the Service. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions of these Terms of Service shall remain in full force and effect. Lemonaide failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such right or provision, or any other right or provision of these Terms of Service. You shall not have the right to assign any of your obligations or rights hereunder and any unauthorized assignment by you shall be void ab initio. Lemonaide will not be responsible for failures to fulfill any obligations due to causes beyond its control.