Terms of Service

1. Introduction

Welcome to our service. By accessing or using our service, you agree to be bound by these terms of service ("Terms"). If you disagree with any part of the terms, you may not access the service.

Acceptance of These Terms of Service

Songchat Inc. ("Songchat," "we," "us," or "our") provides our services (described below) and related content to you through our website(s) located at https://songchat.ai/ (the "Site"), through any third-party social platforms such as Discord, and through our mobile applications and related technologies ("Mobile Apps", and collectively, such Mobile Apps and the Site, including any content, tools, features, functionality and technology offered on or through our Site or Mobile Apps, the "Service"). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these "Terms of Service"). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the "Terms of Service" link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SONGCHAT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy: At Songchat, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://www.songchat.ai/privacy (the "Privacy Policy"). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description: The Service is designed to process input data, information, and content that you provide in the form of code, video, images, information, data, text, software, music, sound and other audio, photographs, graphics, messages, and other materials and mediums (collectively referred to as the "Submissions") and generate and return audio and visual output based on those Submissions ("Output", and together with the Submissions, "Content"). The Service may include a public forum where Content can be shared in a productive environment with other users.

It is very important that you only upload, post, publish, or display (hereinafter, "upload(ing)") Submissions that you have rights to use and provide hereunder. By uploading any Submission, you represent and warrant that: you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to submit and use (and allow us to use) such Submission in connection with the Service, including for the purpose of generating your Output. your Submissions and the use thereof by the Service, including to generate Output, will not violate any law or any third party’s rights, terms and conditions associated with such Submission, and no other licenses, permissions, consents or authorizations must be obtained from or payments made to any other person or entity by us (or any third party deriving any rights or obligations from us) arising out of or related to our use of your Submissions, including to create your Output and/or to train, develop, fine-tune or otherwise improve the Service and any related artificial intelligence or machine learning models.

Your Registration Obligations: You may be required to register with Songchat or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy. You must be at least 13 years old to use the Service. In addition, if you are under 18 years old, you may use the Service only with the express consent of your parent or guardian, and you agree to provide true, accurate, current, and complete information as requested by Songchat to confirm such express consent. We may, but are not obligated to, provide a free tier of the Service. You may not create more than one account to benefit from the free tier of the Service. If we believe you are not using the free tier in good faith, we may stop providing access to the Service. If we discontinue the Service, we will refund you any pre-paid fees on a pro rata basis, based upon the number of months left in the pre-payment period.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Songchat of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Songchat will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service: Songchat reserves the right to modify, suspend or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Songchat will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage: You acknowledge that Songchat may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Songchat's or its third-party service providers' servers on your behalf. You acknowledge that Songchat reserves the right to terminate accounts (and all of their corresponding Submissions and Output) that are inactive for an extended period of time. You further acknowledge that Songchat reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Conditions of Access and Use

User Conduct: You are solely responsible for any use of the Service and all Submissions that you make available to Songchat, including by uploading Submissions via the Service or by emailing or otherwise making available Submissions to other users of the Service, and for any Outputs that you generate via the Service. You assume all risk associated with Submissions, including the transmission thereof, and you have sole responsibility for the accuracy, quality, legality and appropriateness of Submissions. The posting of Content on the Service by users does not indicate any approval or endorsement by Songchat of such Content. Songchat is not responsible for, and disclaims, any and all liability in connection with Content or any act of accessing, browsing, contributing to or otherwise using the Service. In no event will you use the Output to compete with Songchat, including to create a competing product or service. The list below provides examples of the kinds of Submissions or uses that are illegal or prohibited by Songchat. Songchat reserves the right to investigate and take appropriate legal action against anyone who, in Songchat's sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

submit, upload, transmit or otherwise make available any Submissions or direct the Services to generate any Output that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload and use under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is (or is used for or in connection with any purpose, initiative, activity, product or service that is) unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Songchat, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Songchat or its users to any harm or liability of any type; interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; violate any applicable local, state, national, or international law, or any regulations having the force of law; impersonate any person or entity, or falsely state, imply or otherwise misrepresent your affiliation with any person or entity (including by generating, making available, promoting, labelling or otherwise using Output in a manner that suggests that such Output was created by or otherwise associated with an individual who was not the creator thereof); solicit personal information from anyone under the age of 18; post any private information, or otherwise harvest, collect or disclose email addresses or other information about another user or any other person without his or her express consent or for the purposes of sending unsolicited emails or other unsolicited communications; advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized; imply that Songchat endorses any of your Submissions, Output, statements or positions; further or promote any criminal activity or enterprise or provide instructional information about illegal activities; obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service; use the Services (and any Output) to create, develop or improve any competing products or services or to power, enable or train other artificial intelligence and machine learning models, tools or technologies; circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

If you are blocked by Songchat from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Fees: To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Songchat that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Songchat or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Songchat the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Songchat (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Songchat know within sixty (60) days after the date that Songchat charges you, or within such longer period of time as may be required under applicable law. Details on our free and paid subscription offerings, including prices for paid subscriptions, are listed at https://app.songchat.ai/account. We reserve the right to change Songchat's prices. If Songchat does change prices, Songchat will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Songchat's option, at least fifteen (15) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Songchat's net income.

Subscription Renewals and Cancellations: You agree that if you purchase a subscription, your subscription will automatically renew at the subscription period frequency referenced on your subscription page (or if not designated, then monthly) and at the then-current rates, and your payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, you must cancel your subscription seven (7) days before the subscription period renewal date by either cancelling your subscription within the account interface of the Site at https://app.songchat.ai/account or by telling us via email at billing@songchat.ai that you want to cancel your subscription. Following any cancellation by you, you will continue to have access to the paid Service through the end of the subscription period for which payment has already been made.

Free Trial: You can sign up for a trail for the paid portion of the Service and your trial period starts on the day you sign up for the trial and lasts for the duration indicated on your free trial confirmation email (or if not specified, then 7 days). If you are on a trial, you may cancel at any time until the last day of your trial by either cancelling your trial within the account interface of the Site at https://app.songchat.ai/account or by telling us via email at billing@songchat.ai that you want to cancel your subscription. If you do not cancel your trial at the end of your free trial period, and we have notified you that your account will be converted to a paid subscription at the end of the free trial period, you authorize us to charge your credit card or other designated billing method for continued use of the paid Service. You may, however, then cancel your subscription through the methods described above. If you cancel your trial account or decide not to purchase a paid version of the Service at the end of your trial period, your content or data associated with your trial account may no longer be available to you, and Songchat may delete or remove any such content or data.

Payment Processing: Notwithstanding any amounts owed to Songchat hereunder, SONGCHAT DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates ("Stripe"), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe's Global Privacy Policy available at https://stripe.com/privacy (collectively, the "Stripe Agreements"). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. Songchat assumes no liability or responsibility for any payments you make through the Service.

Refunds and Cancellations: Payments made by you hereunder are final and non-refundable, unless otherwise determined by Songchat.

Commercial Use: Subject to the Content Section below, unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Service, and any Output, for any commercial purposes.

Use of the Mobile App: You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the Mobile App. We do not guarantee that the Mobile App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the Mobile App or will be available in, or that orders for our paid Services can be placed from, any particular geographic location. As part of the Services and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the Mobile App (“Push Messages”). You acknowledge that, when you use the Mobile App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the Mobile App, including your receipt of Push Messages from Songchat. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the Mobile App on your mobile device, including for your receipt of push messages from Songchat.

Mobile Software from the Apple App Store: The following terms and conditions apply to you only if you are using the Mobile App from the Apple Inc.’s (“Apple”) App Store. To the extent the other terms and conditions of these Terms of Service are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the Mobile App from the Apple App Store. You acknowledge and agree that these Terms of Service are solely between you and Songchat, not Apple, and that Apple has no responsibility for the Mobile App or content thereof. Your use of the Mobile App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App. In the event of any failure of the Mobile App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the Mobile App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Service. You and Songchat acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the Mobile App or your possession and/or use of the Mobile App, including, but not limited to: (a) product liability claims, (b) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and Songchat acknowledge that, in the event of any third party claim that the Mobile App or your possession and use of that Mobile App infringes that third party’s intellectual property rights, Songchat, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service. You must comply with applicable third party terms of agreement when using the Mobile App. You and Songchat acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service as they relate to your use of the Mobile App, and that, upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third party beneficiary thereof.

Disclaimer of Warranties

YOUR USE OF THE SERVICE AND ANY OUTPUT IS AT YOUR SOLE RISK. THE SERVICE AND ANY OUTPUT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SONGCHAT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SONGCHAT PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE SUITABLE, ACCURATE OR RELIABLE; (D) YOUR USE OF ANY OUTPUT WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. YOU ACKNOWLEDGE THAT THE SERVICE USES EXPERIMENTAL TECHNOLOGY AND MAY SOMETIMES PROVIDE INACCURATE OR OFFENSIVE CONTENT THAT DOES NOT REPRESENT THE VIEWS OF THE SONGCHAT PARTIES. Due to the nature of artificial intelligence and machine learning, your Output may not be unique and the Service may generate the same or similar output for a third party. Other users may provide similar input to the Service and receive the same or similar output from the Service. An input that is submitted by other users is not your Submission, and an output that is requested by and generated for other users is not your Output.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SONGCHAT PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE SONGCHAT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE OR ANY OUTPUT; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT, TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE SONGCHAT PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SONGCHAT IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OR DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

Dispute Resolution By Binding Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. Agreement to Arbitrate This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Songchat, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any Content, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Songchat are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Prohibition of Class and Representative Actions and Non-Individualized Relief YOU AND SONGCHAT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SONGCHAT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. Pre-Arbitration Dispute Resolution Songchat is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at support@songchat.ai. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Songchat should be sent to 17 Dunster Street, Floor 4, Cambridge, MA 02138 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Songchat and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Songchat may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Songchat or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Songchat is entitled. Arbitration Procedures Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Songchat and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Songchat agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Costs of Arbitration Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Songchat or you under the AAA Rules, Songchat and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Songchat will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Songchat will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules. Confidentiality All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. Severability If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply. Future Changes to Arbitration Agreement Notwithstanding any provision in these Terms of Service to the contrary, Songchat agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Songchat written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service). Termination You agree that Songchat, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content (including your Content) within the Service, for any reason in Songchat's sole discretion, including for lack of use or if Songchat believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Songchat may also in its sole discretion and at any time discontinue or suspend providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Songchat may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Songchat will not be liable to you or any third party for any termination of your access to the Service. SMS Messaging Certain portions of the Service may allow us to contact you via telephone or text messages. You agree that we may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Service, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any paid Service. You also understand that you may opt out of receiving text messages from us at any time, either by texting a reply with the word “STOP” using the mobile device that is receiving the messages, or by contacting legal@songchat.ai. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy. User Disputes You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Songchat will have no liability or responsibility with respect thereto. Songchat reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service. General These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Songchat governing your access and use of the Service, and supersede any prior agreements between you and Songchat with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Songchat submit to the personal and exclusive jurisdiction of the state and federal courts located within Massachusetts. The failure of Songchat to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Songchat, but Songchat may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Songchat will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Songchat's reasonable control. Questions? Concerns? Suggestions? Please contact us at legal@songchat.ai or 17 Dunster Street, Floor 4, Cambridge, MA 02138 to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.