Commercial license agreement
This Commercial License Agreement ("Agreement") is made between MeloDIY ("Licensor") and the licensee named on the certificate ("Licensee"). It covers only the single audio recording identified by the Track ID ("Licensed Music") and takes effect when that recording was generated.
1. Parties
Licensor: MeloDIY, operating melodiy.org.
Licensee: the account that generated the Licensed Music. If the Licensee acts for a company or other organization, this Agreement also binds that organization, which is responsible for ensuring its members comply with it.
2. Definitions
"Licensed Music" means the single audio output identified by the Track ID on the certificate.
"Commercial Use" means any use intended for or directed toward commercial advantage or monetary compensation, including monetized video, advertising, brand or client content, paid distribution, and streaming revenue.
"Generated Music" means audio output produced by the Licensee through the Platform.
3. License grant
Subject to this Agreement and to the plan or credits in force when the Licensed Music was generated, the Licensor grants the Licensee a worldwide, non-exclusive, perpetual, non-transferable license to:
(a) reproduce, store, and modify the Licensed Music;
(b) distribute, publish, stream, broadcast, and publicly perform it;
(c) create derivative works from it and synchronize it with video, games, podcasts, and social media;
(d) use it in commercial projects, including client and brand work.
The license applies only to the Licensed Music. It remains valid after the Licensee cancels a subscription or stops using the Platform, and is not affected by later changes to the Licensee's account.
4. Restrictions
The Licensee may not:
(a) resell, sublicense, or redistribute the Licensed Music as a standalone stock item, sample pack, or audio template;
(b) register the Licensed Music, or a derivative that is substantially the Licensed Music, in a way that would restrict other licensees;
(c) use the Licensed Music to train machine-learning models;
(d) state or imply that the Licensed Music was performed by a specific human artist, or that the Licensor endorses the Licensee's project.
5. Ownership
The Licensor retains all rights in the Platform and the generation process. The Licensee retains the rights it holds in the material it supplied. Nothing in this Agreement transfers ownership of the Platform to the Licensee.
6. Disclaimer
Generated output is provided "as is". The Licensor does not warrant that the Licensed Music is unique, that it is eligible for copyright registration, or that it does not resemble existing works. The Licensee is responsible for reviewing the Licensed Music and any lyrics before publishing, and for complying with the law where the Licensee operates.
7. Term and termination
This license is perpetual. The Licensor may terminate it if the Licensee materially breaches this Agreement, including the Restrictions above. On termination the Licensee must stop new commercial uses, but uses already completed in good faith survive.
8. Governing law
This Agreement is governed by the laws of the Licensor's principal place of business, without regard to conflict-of-law rules. The parties will try to settle any dispute in good faith before starting formal proceedings.
9. General
This Agreement is the entire agreement between the parties on its subject. If any provision is found unenforceable, the remaining provisions stay in effect. The MeloDIY Terms of Service at https://melodiy.org/terms-of-service apply in addition, and questions about this license can be sent to support@melodiy.org.