Starmony Terms of Use and License Agreement

By accessing and using the Starmony application (the “App”) and any associated websites and services (together with the App hereinafter the “Services”) offered by Starmony AB (together with its group companies, parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors — collectively, “Starmony,” “we,” or “us”), you (the “User”) are agreeing to the legally binding rules described below (the “Terms”).

You are also agreeing to our “Privacy Policy” and “Cookie Policy” regarding security, confidentiality, and what we do with the data you provide to us or which is collected by us. The Privacy Policy and Cookie Policy constitute an integral part of these Terms.

You shall, where applicable and if required by us, acknowledge your agreement of these Terms by ticking a box in connection with the registration of your user account in the App.

We may alter these Terms (including for the avoidance of doubt the Privacy Policy and the Cookie Policy) at any time, for example in order to reflect changes made in the Services, ensure the usability and functionality of the Services, for security reasons, to prevent abuse and/or to meet legal requirements. Any such alterations to the Terms will become effective immediately when we post a revised version of these Terms on the Services, meaning that your continued use of our Services will be governed by the Terms in force at the time. However, in the event of any material changes to these Terms, or in the event that any new versions of the Terms will apply retroactively, we will provide reasonable notice thereof and specifically request your acceptance of the revised version of the Terms prior to your continued use of our Services. In the event that you do not agree to any such new version of the Terms, your activities and use of our Services up until such moment will continue to be governed by the previously applicable Terms. You will however not be able to continue to use our Services.

You may not alter these Terms.  

1. Creating a User Account

1. You need to register an account in order to log in and access the Services (“User Account”). You may choose to register a User Account by using a pre-existing user account you have registered with Facebook, Google, Apple or any other third-party service provider as applicable. The information you provide to us when creating the User Account has to be true, accurate and complete, and you agree to update the information on your User Account in order to keep such information true, accurate and complete at all times.
2. You will have the opportunity to choose an artist name to use in connection with the Services. You are responsible for ensuring that the artist name you choose is not offensive and is not infringing any third party’s rights.
3. Your User Account is personal and may not be transferred or shared with others. You must notify us immediately if your password is lost, stolen, or disclosed to a third party. You are responsible for all the activity on your User Account.
4. You understand and agree that in order to register a User Account and use the Services you must (i) be either at least 18 years old, or at least 13 years old and have your legal guardian’s consent to accepting these Terms, (ii) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (iii) be resident in a country where the Services are available. We may ask you for proof of age or guardian’s consent.
5. If you register the User Account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in the Terms and bind the entity to the Terms, and that you agree to the Terms on the entity’s behalf.

2. How to make music with Starmony

1. When recording your vocals in the App (“Recording”), Starmony’s platform provides you with multiple versions of your Recording with added music productions which have been customized to fit with your Recording (each such version a “Music Clip”).
2. You can save the Recording or Music Clip in the App, share your Music Clip in the Starmony User Library, or share the Music Clip on Facebook, Instagram,  TikTok, or other social media platforms by uploading the Music Clip to such third-party services through the App subject to the terms set out in clause 4 of these Terms.
3. If you want to continue working on your Recording, you can use music productions provided by Starmony’s platform, and/or record additional vocal recordings, in order to write and record a complete song in the App (each a “Music Track”). You can also share your Recordings and Music Clips with other Starmony users within the App and invite them to record and write a Music Track with you in the App.
4. To enhance your Music Track, you may have the possibility to transform the vocals of your Recording into the voice of a fictional character, or into other voices that have been made available to you throughout our Services. All functionality related to transforming the vocals of any Recording is referred to as “Starmony Voices”. When any of the Starmony Voices are used in a Music Track, the source of the voice (each an “Originator”) has a right to a certain percentage point of any revenue generated by the Music Track, specified in clause 5.5.3.
5. Once you have completed your Music Track, you can release it via the Starmony distribution services subject to the terms set out in clause 4 of these Terms. Further information regarding requirements for release can be found in Starmony’s “Release Policy” (as amended and updated from time to time).
6. All sounds and music put together by Starmony’s platform, and every sound and production set available to you through the Services consist of music written and produced by third party producers affiliated with Starmony (“Starmony Sounds”).
7. The Recordings, the Music Clips and Music Tracks are together referred to as the “Music”, which reference shall for the avoidance of doubt include both the musical and/or literary work embodied therein (the “Composition”) and the master recording embodying the Music (the “Master”).
8. We may contact you with creative input in relation to Music and offer to provide certain so-called A&R services to you.
9. We reserve the right to change, modify or cancel, temporarily or permanently, all or certain functions and features of the Services at any time. For example, changes to the Services may be necessary in order to adapt the App to new technical environments or to an increased number of users, or for other important operational reasons.  

3. Starmony Intellectual Property Rights

1. Starmony controls the rights to the Starmony Sounds, and nothing in these Terms shall constitute a license, an assignment, or a transfer of rights to you of any copyright or other intellectual property rights in and to the Starmony Sounds (including for the avoidance of doubt the copyright to the underlying musical work and the neighbouring rights to the master recording of the Starmony Sounds), whether stand-alone or as part of the Music. You hereby confirm and agree that all Music Clips and Music Tracks created by using our Services will contain Starmony Sounds which we own or control, and you therefore confirm and agree that you are not entitled to share or in any other way exploit or monetize the Music Clips or Music Tracks or any parts thereof, other than through the options provided to you via our Services.
2. Starmony is and remains the owner of the Services and holds all intellectual property rights in and to the Services, including but not limited to copyrights, designs, domain names, trade names, trademarks, and patents. The Services are also protected as trade secrets. For clarity, the Services may also include features, software and/or services licensed to Starmony by a third party which are protected as intellectual property rights (“Third Party Rights”). Starmony and its suppliers retain all rights in the Services (including for the avoidance of doubt the Third Party Rights) and all derivative works thereof.

4. Grant of Rights

1. By making the Music available to others, either by using the sharing options available through the App for posting on social media platforms or sharing the Music via email, by switching to non-private mode in the App and thereby making it available to other Starmony users, by releasing the Music Track to digital stores, streaming services or other digital distribution services (as such distribution services are provided by us in the App), or in any other way making it available to others outside of the App, you irrevocably transfer and assign to us exclusively, without territorial limitation, and without limitation in time, all rights to the Music, which shall include any copyright in and to the musical and/or literary work embodied in the Music, and any and all of the performance rights, including the master rights, in the Master, to the extent they originally belong to you as a performing artist.
2. In the event that your Recording is a cover version of a pre-existing musical composition (“Cover”), you must provide notice thereof to us prior to making the Music available to others as described under clause 4.1. You acknowledge and agree that you do not own or control any copyright in such composition embodied in the Cover, and the assignment and transfer of rights pursuant to clause 4.1 shall therefore be limited to the performance rights, including the master rights, in the Master, to the extent they originally belong to you as a performing artist.
3. Any and all rights transferred and assigned under clause 4.1 above are collectively referred to as the “Music Rights”.
4. The transfer and assignment of the Music Rights to us is all-encompassing whereby we shall have the exclusive right, but no obligation to:

• distribute, reproduce and exploit the Music in any form now and hereafter known, including in digital and physical formats existing now and in the future and including (without limitation) for the purposes of exploitation of blockchain and crypto products (e.g. NFTs);  
• publicly perform the Music and to make the Music available to the public, via any form of technique, or by any other means allow the public access to the Music;
• graphically reproduce the Music (for example by reprinting lyrics and music, sheet music or publications, including digital reproduction) and to use the titles of the Music for all purposes;
• act as the sole and exclusive agent and administer the Music in relation to all forms of exploitation, including to collect revenues deriving from the Music directly from collecting societies (including for mechanical reproduction and public performance of the Composition) and other third parties;
• issue "first use" licenses of the Music;
• make alterations in other literature or work of art, translations, arrangements, and remixes, or otherwise adapt or alter the Music;
• grant licenses for synchronization of the Music with visual images, for example in film, television, advertisements, mobile applications, video games or any other audio-visual recording;
• grant licenses for use of the Music in advertising of a third party's products or services or for any merchandising or product tie-ins;
• exploit music drama performances of the Music (so called "grand rights");
• grant so called "sampling" or "interpolation" licenses of the Music; and
• exercise all other rights, now or hereafter known, in respect of the Music, and to use and exploit such rights by all means, now and hereafter known.

5. For clarity, we agree not to release, distribute or otherwise exploit any Music Track until you have confirmed in the App that you have completed your Music Track and that you want the Music Track to be commercially released. After we have received your release request, you may not: (i) withdraw your consent to the release, distribution or other exploitation of the Music Track; (ii) hinder or limit the release, distribution or exploitation of the Music Track to any specific distribution services or means of exploitation.
6. Upon receiving your request for release (and provided that we receive the confirmation of any other Starmony user working with you on the Music Track), we will review the Music Track, and the Starmony platform will provide final mixing and mastering of the Music Track. If the Music Track in our sole discretion is suitable for release, we may distribute, or cause a third-party distributor to distribute, the Music Track to digital stores, streaming services, and/or other digital services. Please refer to the Release Policy for further information regarding release requirements and Starmony’s assessment of what is suitable for release.
7. You hereby waive your moral rights in relation to the Music to the extent permitted under applicable law, save that we will always strive to ensure that you are named in accordance with good practice in connection with any exploitation of the Music, and provided however that with respect to the rights to grant synchronization licenses and licenses for use of the Music in advertising of a third party's products or services or for any merchandising or product tie-ins as set out in clause 4.4, you shall have the right to object to any use of the Music in a context which is offensive, obscene, immoral, unethical, discriminating, or illegal.
8. If you want to submit any artwork to be featured in the release of a Music Track, including as cover art, you hereby grant to us a non-exclusive, irrevocable, worldwide, royalty-free license to use and make available the artwork in any format now and hereafter known, including (without limitation) in connection with any and all exploitations of the Music as set out in clause 4.4. For clarity, we shall not be obligated to use such artwork in connection with the distribution of the Music Track.
9. We and any third-party distributor or licensor shall have the right to use your name and artist name, including any trademarks associated with your name or artist name, for marketing purposes in connection with advertising, sales and other exploitation of the Music.
10. If you are affiliated with a collecting society, performing rights organization or other collection society (“Collecting Society”) to which you have granted the right to administer the public performance rights and/or mechanical rights in and to your Compositions, you must notify us of such affiliation contract and you agree to notify each such Collecting Society, in accordance with the requirements of your applicable affiliation contract, of your agreement to grant the exclusive rights to us pursuant to this clause 4 and as otherwise provided in these Terms.
11. We shall have the right to, in whole or in part, license and/or assign any and all rights in the Music to third parties.
12. We shall have the right to, in whole or in part, assign any and all rights and obligations under these Terms to third parties, including but not limited to the rights in the Music, as well as our obligations with respect to the Music.

5. Profit Sharing

1. Starmony shall be entitled to collect one hundred percent (100%) of the total income deriving from the exploitation of the Music, which for the avoidance of doubt includes income attributable to the Composition as well as the Master in connection with public performance, communication to the public, mechanization, or synchronization of the Composition and/or the Master.
2. Your share of the copyright in the Composition will be deemed fifty percent (50%) (“Your Writer Share”), and the remaining fifty percent (50%) will be split between the third parties having contributed to the Starmony Sounds contained in the Music (the “Producers”).
3. You hereby acknowledge and agree that, by assigning and transferring the Music Rights to us, Starmony will be the sole publisher of the Compositions.
4. Revenues which are directly and identifiably attributable by title to the exploitation of Your Writer Share, shall be split fifty percent (50%) to us and fifty percent (50%) to you. Revenues pursuant to this clause 5.4 shall be calculated on one hundred percent (100%) of the total income deriving from your writer share in the Compositions, i.e. the sum of what has been paid to us as well as you (including any service company or other third party who receives such revenues on your behalf), after deduction of commission to any sub-publishers, administrating publishers or other third party agents, Collecting Society’s and other collection societies’ fees, VAT and local taxes required to be deducted in any part of the territory, and any remuneration payable to third party translators, adapters and arrangers in accordance with local society rules or regulations or statute.
5. Revenues which are directly and identifiably attributable by title to the exploitation of the Master, shall be split between you, and other contributors; such as potential collaborators, Originators of any Starmony Voices that are featured in the Composition, the Producers and us (Starmony). In this instance, the Company operates with two different revenue sharing model:

1. For non-subscribers of the Service, fifty percent (50%) to us, twenty-five percent (25%) to you, and twenty-five percent (25%) to the Producers.
2. For subscription-paying users, seventy percent (70 %) to you and, if applicable, other contributors of the Composition, five percent (5%) to us, and twenty-five percent (25%) to the Producers. Additional terms applied to subscription-based purchases and use of the service are regulated in clause 6.
3. If a Composition features any of the Starmony Voices that has been made available to you, a deduction of one (1) percentage point from your total royalty revenue shall be made for each of the Starmony Voices that are featured, unless otherwise stated when using Starmony Voices throughout our Services. When using Starmony Voices, the maximum royalty deduction is twenty five (25) percentage points, unless otherwise stated when using the Starmony Voices throughout our Services. In the case that you reach the maximum royalty deduction of Starmony Voices, the royalty deduction amount will be distributed equally between all the Originators whose Starmony Voices are used in the Composition.
4. Revenues pursuant to this clause 5.5 shall be calculated on one hundred percent (100%) of the total income deriving from the Master,  after deduction of costs for manufacturing and distribution, costs for sales, promotion and marketing, and costs for any mechanical royalties for the Composition.

6. In the event that the Music consists of a Cover, you acknowledge and agree that you are not entitled to share in any revenues which are attributable to the exploitation of the Composition. With respect to the revenues attributable to the Master, you are entitled to your share of revenues as per clause 5.4 and 5.5, save that we shall be entitled to deduct from the total income any license fees payable by us for the exploitation of the Composition.

6. Subscription of the Service

1. When using the Starmony app, you have the option to make auto-renewable subscription payments to access certain features and benefits of the service. These include, but are not limited to, an extended amount of releases and a larger share of royalty revenues (as regulated in clause 5.5). When purchasing one or more subscriptions, you agree to the following terms:

1. Auto-renewal: The subscription will automatically be renewed at the end of your subscription term. The subsequent term will be equal in length to that of the previous, although the benefits and features included in the subscription may vary from time to time as governed in this clause 6.1.
2. Benefits: As part of the subscription, you will enjoy certain benefits and functionalities of using the Service that are otherwise inaccessible to non-subscribers. These benefits may change from time to time, but will be clearly stated at the time of purchase. When you end your paid subscription, your access to the additional benefits and functionalities shall end.
3. Revenue-sharing: When you purchase a subscription, the revenue-sharing model stated in clause 5.5.2 will adhere to all releases that are distributed during the subscription period. Should you cancel your subscription after the release has been distributed, we have the right to use the non-subscriber revenue-sharing for your Composition(s), as stated in clause 5.5.1. For clarity, any release made after cancelling the subscription shall also be governed by the revenue-sharing terms of non-subscribers (clause 5.5.1).
4. Cancellation: When you cancel a subscription, it will be terminated at the end of the applicable subscription period. Subscriptions may be cancelled at any time in accordance with Apple’s cancellation policy.
5. Recurring charges: When starting your subscription, you agree for payments to be processed by Apple for any renewal of the subscription. The price of the subscription will be displayed at the time of your first purchase. The subscription price may be changed from time to time, during which you have the option to cancel your subscription prior to price changes. Future recurring payments will be made using the same billing cycle as that of the first billing cycle.
6. Refunds: Any refunds are governed by Apple’s refund policy.

7. Payments

1. Any payments due to you hereunder will be paid out on your request following your receipt of statements rendered by us or a third party administrator, provided however that we shall not be obligated to make any payments to you in an amount below fifty US Dollars (USD 50).  
2. In the event that we have received incorrect information regarding payments from any third parties, we reserve the right to retroactively change any amounts credited to your account and charge your account in case you have been overpaid.
3. You are responsible for paying any additional fees or taxes associated with your use of our Services and any payments you receive from using our Services.

8. Your Obligations and Warranties

1. You are fully responsible for everything you submit to us. If we find anything you deliver to us unsuitable, we reserve the right to, in our sole discretion, remove the material or information and/or prevent you from using our Services.
2. You warrant, agree and undertake that:

• you have the full right to assign all rights assigned or granted under these Terms, including but not limited to the Music Rights, and that these rights are unencumbered and will not be, in any way pledged or by other means restricted in ownership or right to disposition;
• you are not signed to a record label or a publishing company, or otherwise bound by an exclusive contract for your musical and/or artistic services, which prevents you from accepting these Terms;
• with respect to Covers, you have not changed the text or melody of the original Composition;
• you are over the age of 18 (or, if you are 13 or older you have your parent’s or guardian’s consent to these Terms) and you are not under any disability, restriction or prohibition, whether contractual or otherwise with respect to your right, power and authority to accept these Terms; and grant the rights expressed to be granted to us;
• you will be solely responsible for reporting all earnings via our Services to the relevant tax authority and all subsequent taxes payable in respect of your use of our Services.

9. Rules of Conduct

1. You agree and warrant that you will not:

1. alter, copy, reproduce, record, transfer, perform, display, transmit, resell, sublicense, or make available any part of the Services or the content displayed or shared with you via the Services (including for the avoidance of doubt the Starmony Sounds and Third Party Rights) to the public or otherwise use the Services in any way that is not explicitly permitted under the Terms or applicable law, or otherwise constitutes an infringement of any part of the Services;
2. bypass any security measures, engage in any systematic reading or listening, use any kind of software or device to “crawl” or spider any part of the Services, reverse engineer (or similar actions) any aspect of the Services to access source codes, algorithms and similar, or otherwise interfere with the security or functionality of the Services;
3. remove or alter any copyright notices or similar that is included in any part of the Services;
4. collect information about other users of the Services for example for the purpose of sending spam or junk mails or selling such information;
5. pretend to be someone else when using the Services;
6. access the Services for purposes of monitoring its performance or functionality, or for any other competitive purposes;
7. publish or otherwise make available on the App anything that is false, misleading, harassing, offensive, inappropriate, repulsive or contains pornographic or threatening content, or spam, viruses, corrupted data, malicious software or other programs that may harm computers or other property, or that constitutes illegal activity or incitement or otherwise violates the rights of others, including but not limited to intellectual property rights and privacy rights, or that, in our discretion, contravenes the content or purposes of the Terms;
8. use the Services in breach with any applicable laws or regulations.

10. Termination of the Services

1. We reserve the right to suspend your User Account and access to the Services with immediate effect, if you violate the rules of conduct or otherwise breach your obligations under the Terms, including but not limited to providing us with incorrect information of any kind.
2. All provisions regarding assignment of rights, limitations of liability, profit sharing, and payments will remain in full force and effect and shall survive the deletion of your User Account (whether such deletion is caused by you or due to the suspension of your User Account pursuant to clause 10.1 above).

11. Limitations of Liability

1. We are not responsible for the actions of any other users of the Services, or any inaccuracies or errors in information provided by third parties and made available by us or any third party via the Services, and you release us from any claims and damages in connection with any claim you have against any such third party.
2. Neither we nor any of our suppliers or partners will be liable to you for any loss or damage (whether direct or indirect, incidental, consequential, punitive or special) arising from your use of, or inability to use the Services, or your reliance on any content or information made available through the Services.

12. Disclaimer

1. We will work hard to ensure that the Services are available and operational. However, you understand and agree that the Services, as well as any material, information and third-party components provided therein, are provided “as is”. This means that we do not warrant that:

1. the results of using the Services will meet your expectations or requirements;
2. the Services will always be available and function without any errors or defaults;
3. insights data and statistics provided to you via the Services are true and accurate;  
4. the Services will be secure or free from bugs or viruses.

2. It is your obligation to make sure that your viewing device (such as your tablet or smartphone) and system meet the applicable minimum technical requirements necessary for you to access the Services.

13. Miscellaneous

1. If any provision of these Terms shall be held void, voidable, invalid or inoperative, no other provisions shall be affected as a result thereof, and accordingly, the remaining provisions of these Terms shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.  

14. Governing Law and Disputes

1. Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, these Terms (and any non-contractual disputes/claims arising out of or in connection with them), and our Services, will be governed by the substantive laws of Sweden and any dispute regarding the aforementioned shall be submitted to the exclusive jurisdiction of the District court of Stockholm, Sweden.