TERMS OF SERVICE AND USER AGREEMENT (AGB)

1. PREAMBLE AND DEFINITIONS

1.1. Introduction. This Master Terms of Service ("Agreement") constitutes a legally binding contract between SongMastering AI ("Provider", "we", "us", or "our"), a sole proprietorship established under the laws of Germany, and the individual or legal entity ("User", "you", or "Customer") accessing the services provided at aisongmastering.com (the "Platform").

1.2. Strict Acceptance. By creating an account, clicking "Sign Up", "Buy", "Master", or otherwise accessing the Platform, you expressly acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree to these Terms in their entirety, you must immediately cease all use of the Service.

1.3. Definitions. For the purposes of this Agreement, the following definitions apply:

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "AI Model" means the proprietary and third-party neural networks, machine learning algorithms, and statistical models used by the Service to process audio.
• "Authorized User" means the individual natural person registered to use the Account.
• "Consumer" (Verbraucher) means any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor self-employed (§ 13 BGB).
• "Entrepreneur" (Unternehmer) means a natural or legal person or a partnership with legal capacity who acts in the exercise of their commercial or independent professional activity when concluding a legal transaction (§ 14 BGB).
• "Input Data" means all audio files, metadata, reference tracks, and other materials uploaded by the User to the Platform.
• "Output Data" means the processed audio files (Masters) generated by the Service based on the Input Data.
• "Merchant of Record" refers to Paddle.com, the entity responsible for processing payments, collecting taxes, and handling billing disputes.

2. CONTRACTUAL RELATIONSHIP AND MERCHANT OF RECORD

2.1. The Reseller Model (Paddle). The User acknowledges that the commercial transaction for the purchase of Subscriptions, Credits, or Licenses constitutes a contract between the User and our authorized reseller, Paddle.

• Contracting Entity: Depending on your location, your transaction is with Paddle.com Market Ltd (UK) or Paddle.com Inc (USA).
• Liability for Payments: All obligations regarding payment, invoicing, tax collection (VAT/GST), and chargebacks are governed by Paddle’s Buyer Terms and Conditions.
• Support: Financial and billing support is provided by Paddle (help@paddle.com). Technical support regarding the audio software is provided by the Provider (admin@aisongmastering.com).

2.2. Contract Conclusion. The presentation of services on the website does not constitute a binding offer but an invitation to treat (invitatio ad offerendum). A binding contract is concluded only when: (a) The User successfully completes the checkout process via the Paddle overlay; and (b) Paddle sends a confirmation email to the User.

3. SCOPE OF SERVICES AND TECHNICAL LIMITATIONS

3.1. Service Provision. The Provider grants the User a revocable, non-exclusive, non-transferable access right to use the SaaS (Software-as-a-Service) platform for automated audio mastering.

3.2. AI-Specific Disclaimers. The User acknowledges that the Service relies on probabilistic Artificial Intelligence. The Provider explicitly disclaims any warranty that: (a) The Output Data will be free from audio artifacts, distortion, phasing, or noise; (b) The AI will not "hallucinate" or generate audio data not present in the source; (c) The Output Data will meet specific broadcast standards (e.g., Netflix delivery specs, specific LUFS targets) unless explicitly verified by the User; (d) The aesthetic quality of the mastering will meet the User's subjective expectations.

3.3. Beta Features. The Provider may, at its sole discretion, release features labeled as "Beta", "Experimental", or "Preview". (a) No Warranty: Beta features are provided "AS IS" with no warranty whatsoever. (b) Risk: The User accepts the risk that Beta features may cause data loss, corruption, or unstable audio results. (c) Modification: The Provider may discontinue Beta features at any time without notice.

3.4. Service Availability (SLA). (a) The Provider strives for high availability but does not guarantee uninterrupted access. (b) The Provider is not liable for downtime caused by third-party infrastructure providers (e.g., AWS, Google Cloud, Azure) or internet service provider failures. (c) Emergency maintenance may be performed at any time to secure the Platform.

4. USER OBLIGATIONS AND CODE OF CONDUCT

4.1. Account Security. (a) The User is solely responsible for maintaining the confidentiality of their login credentials. (b) The User is liable for all activities that occur under their account, whether authorized or not. (c) The User must notify the Provider immediately of any unauthorized access.

4.2. Content Warranties. The User strictly warrants and represents that: (a) They own 100% of the copyright to all Input Data or have obtained all necessary written licenses and permissions; (b) The Input Data does not contain unauthorized samples, remixes, or bootlegs; (c) The Input Data does not violate the privacy, publicity, or moral rights of any third party.

4.3. Prohibited Uses. The User shall NOT: (a) Use the Service to process hate speech, illegal content, or content promoting violence; (b) Upload files containing viruses, malware, trojans, or "zip bombs"; (c) Use automated scripts, bots, or spiders to access the Service ("scraping"); (d) Attempt to reverse engineer, decompile, or derive the source code or model weights of the AI; (e) Use the Output Data to train a competing AI or machine learning model.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Ownership of Input Data. The User retains all right, title, and interest in and to the Input Data. The User grants the Provider a limited, worldwide, non-exclusive, royalty-free license to copy, transmit, store, and process the Input Data solely for the purpose of providing the Service.

5.2. Assignment of Output Data. Subject to the User's compliance with these Terms and payment of applicable fees, the Provider hereby assigns to the User all economic rights in the Output Data (Masters). The User may: (a) Commercially release, sell, and stream the Output Data; (b) Broadcast and perform the Output Data; (c) Sublicense the Output Data. The User owes no royalties to the Provider for such exploitation.

5.3. Provider IP. The User acknowledges that the Provider retains all ownership rights to: (a) The Platform's source code, interface, and design; (b) The AI models, algorithms, and "Reference Matching" technology; (c) The brand name "SongMastering AI" and associated logos.

6. PAYMENT, CREDITS, AND CANCELLATION

6.1. Subscription Terms. (a) Billing: Subscriptions are billed in advance on a recurring basis. (b) Renewal: Subscriptions automatically renew unless cancelled at least 24 hours before the end of the billing period. (c) No Refunds: Cancellation prevents future billing but does not trigger a refund for the current period.

6.2. Credit Expiration. (a) Pay-as-you-go Credits are valid for 24 months from the date of purchase. (b) Credits are non-transferable and cannot be exchanged for cash.

6.3. Chargeback Policy. (a) The User agrees to contact the Provider or Paddle Support to resolve billing disputes before initiating a chargeback. (b) Penalty: An unjustified chargeback is considered a material breach of contract, resulting in immediate account termination and a permanent ban.

7. RIGHT OF WITHDRAWAL (WIDERRUFSRECHT)

7.1. Statutory Right (EU/UK). Consumers in the EU and UK generally have a 14-day right of withdrawal for distance contracts.

7.2. Waiver for Digital Content. Pursuant to § 356 (5) BGB (German Civil Code): The User expressly agrees that the execution of the contract begins immediately upon the User's request to process audio or download a master. THE USER ACKNOWLEDGES AND AGREES THAT BY STARTING THE DOWNLOAD OR PROCESSING OF A DIGITAL FILE, THEY LOSE THEIR RIGHT OF WITHDRAWAL. By clicking "Master", "Download", or "Purchase", the User provides express consent to the commencement of performance and acknowledges the waiver of the withdrawal right.

8. LIMITATION OF LIABILITY (GERMAN LAW COMPLIANCE)

8.1. Intent and Gross Negligence. The Provider is liable without limitation for damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), and for injury to life, body, or health.

8.2. Slight Negligence. In cases of slight negligence (leichte Fahrlässigkeit), the Provider is liable only for the breach of material contractual obligations (Kardinalpflichten). A material obligation is one whose fulfillment is essential for the proper execution of the contract. (a) Cap: Liability in these cases is limited to the foreseeable, typically occurring damage at the time of contract conclusion. (b) Exclusions: Liability for indirect damages, consequential harm, lost profits (entgangener Gewinn), production delays, or reputational damage is excluded.

8.3. Data Loss. The Provider is not liable for the loss of Input Data. The User is solely responsible for maintaining local backups of their original files.

8.4. Aggregate Liability Cap. To the maximum extent permitted by law, the Provider's total aggregate liability for any claim arising out of this Agreement shall not exceed the total amount paid by the User to the Provider in the twelve (12) months preceding the event giving rise to the claim.

9. INDEMNIFICATION

9.1. Scope. The User agrees to indemnify, defend, and hold harmless the Provider, Paddle, and their respective officers, directors, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from: (a) The User's violation of these Terms; (b) The User's violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; (c) Any claim that the User's Input Data caused damage to a third party.

9.2. Defense. The Provider reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate with the Provider in asserting any available defenses.

10. FORCE MAJEURE

10.1. Definition. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control ("Force Majeure Events"), including but not limited to: (a) Acts of God, fire, flood, earthquake, or extreme weather; (b) War, invasion, hostilities, terrorist threats, or riots; (c) Government orders, laws, or actions; (d) Strikes, labor stoppages, or slowdowns; (e) Technical Failures: Failure of cloud infrastructure (AWS, Google Cloud), denial of service (DDoS) attacks, or severance of submarine cables.

10.2. Suspension. In the event of a Force Majeure Event, the affected party's obligations are suspended for the duration of the event. If the event continues for more than thirty (30) days, either party may terminate the Agreement.

11. DATA PROTECTION AND CONFIDENTIALITY

11.1. GDPR. The Provider processes personal data in accordance with the EU General Data Protection Regulation (GDPR). Please refer to our Privacy Policy for details.

11.2. Confidentiality. The Provider treats User audio data as confidential. We will not share, sell, or distribute User Input Data to third parties except as required for technical processing (e.g., cloud storage) or by law.

12. FINAL PROVISIONS

12.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

12.2. Jurisdiction. (a) If the User is a merchant (Kaufmann), legal entity under public law, or special fund under public law, the exclusive place of jurisdiction is the Provider's registered seat in Germany. (b) If the User is a consumer, statutory jurisdiction rules apply.

12.3. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. The parties agree to replace the invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision.

12.4. Entire Agreement. These Terms constitute the entire agreement between the parties regarding the Service and supersede all prior agreements, understandings, and communications, whether written or oral.