Terms of Service

Aimi End User Licence Agreement (the “Agreement”)

This Agreement was last updated on [27 August] 2024.

1. WELCOME

1.1 These terms of service form a legal agreement (“Agreement”) between you (“you” / “your”) and Aimi, Inc. (“Aimi”, “we”, “our” or “us”), a Delaware corporation having a principal place of business at 3 Cove Lane, Littleton CO 80123 , USA. Aimi licenses you to use the below services  in accordance with the terms of this Agreement.
 

•     Aimi’s desktop and mobile application, the data supplied with the software, and any updates or supplements to it, including the “Aimi Player”, “Aimi Studio”, “Aimi Remix” and “Aimi Sync” and the Content contained therein (“Services”).

 

•     “Aimi Player” is a personalised music service available as a mobile and desktop application that provides generative music powered by artificial intelligence and allows you to listen to musical experiences created by us or other users, including sounds and content created using Aimi Studio and/or our proprietary library of AI generated sounds and musical compositions (“Content”).

 

•     “Aimi Studio” is a desktop application available through the Aimi website that provides you with the tools and Content to create music using our proprietary library of AI generated sounds and musical compositions for listening on Aimi Player.

 

•     “Aimi Remix” is a desktop application which allows you to create remixes by the following process: uploading musical and audio stems, adjusting various parameters such as keys, BPM, frequency and instruments, previewing the resulting remix and downloading new stems to your use in accordance with this Agreement.

 

•     “Aimi Sync” is a desktop application which allows you to upload audio, images and/or video together with inputs such as text prompts to enable automated audio scoring of such images and/or video with our proprietary Content (“Videos”) and download such Videos for your use in accordance with this Agreement.

    
1.2 Age and eligibility. The Services are not intended for children under the age of 13. In order to use the Services and access any Content, you need to: (i) be 13 years of age (or the equivalent minimum age in your home country) or older; (ii) have parent or guardian consent if you are a minor in your home country; (iii) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws; and (iv) reside in a country where the Services are available. You also promise that any registration information that you submit to Aimi is true, accurate, and complete, and you agree to keep it that way at all times. If you are a minor in your home country, your parent or guardian will need to enter into this Agreement on your behalf. If you do not meet the minimum age requirements, then Aimi will be unable to register you as a user.

1.3 You must review this Agreement before you use the Services. By using our Services and/or Content, you agree to be bound by this Agreement. Please do not use the Services if you do not agree to this Agreement.

2. CHANGES

2.1 We may occasionally make changes and improvements to the Services, including but not limited to features, functionality, content and upgraded releases and this Agreement (hereinafter “Improvements”). You can choose to stop using the Services at any time.

2.2 For certain Improvements, you may not be able to use the Services until you have accessed or downloaded and installed the latest version of the Services, and reviewed and accepted any new terms of service.  We may notify you of such Improvements to our Services and/or Content from time to time.

3. ADDITIONAL TERMS FOR THE SERVICES

3.1 You must comply with the terms of any third-party agreement applicable to you when using the Services, such as your telecommunications subscription agreement.

3.2 Apple’s terms. This provision applies with respect to your use of any version of the Services compatible with the iOS operating system of Apple Inc. (“Apple”).  Apple is not a party to this Agreement and does not own and is not responsible for the Services. Apple is not providing any warranty for the Services except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the Services and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Services. The licence we have granted you in this Agreement is limited to a non-transferable license to use the Services on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple Media Service Terms and Conditions.

3.3 Google’s terms. This provision applies with respect to your use of any version of the Services compatible with the Android operating system of Google LLC. (“Google”). Google is not a party to this Agreement and does not own and is not responsible for the Services. Google is not providing any warranty for the Services except, if applicable, to refund the purchase price for it.  Any inquiries or complaints relating to the use of the Services, including those pertaining to intellectual property rights, must be directed to us using the details set out below.

4. USING THE SERVICES

4.1 You may access the Services by (i) downloading and installing the mobile application for Aimi Player from Apple AppStore or Google Play Store; or (ii) downloading and installing the desktop application for Aimi Player, Aimi Studio, Aimi Remix and/or Aimi Sync via our website. It is your responsibility to ensure that you are able to comply with the relevant system requirements published on our website (www.aimi.fm), on the Apple App Store and/or Google Play Store (as applicable) from time to time.

4.1 We accept no responsibility for any lack of functionality that is due to any equipment or service including, but not limited to, your device, internet connection, operating system or settings and software. Access to parts or all of the Services may be restricted from time to time to allow for repairs, maintenance or updating. We reserve the right to withdraw, take down or amend all or part of the Services and its content at any time.

4.2 It is your responsibility to pay for all costs and expenses (including all telephone call or line charges or internet service data access) that you may incur using the Services.

4.3 Your use of the Services and enjoyment of its features and content developed, hosted or made available through the Services may vary in functionality, availability and quality depending on the type of device and operating system you use.

4.4 When you use the Services, you must comply with this Agreement. For any failure to comply, we reserve the right to suspend or terminate your access to the Services at any time and without notice.

5. COPYRIGHT AND INTELLECTUAL PROPERTY

5.1 For the purposes of this Agreement, “Intellectual Property Rights” includes all copyright and neighbouring and related rights, moral rights, patents, utility models,  rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets), trademarks, service marks, trade names, domain names, rights in get-up and trade dress, design rights, rights in computer software, database rights, any applications for the protection or registration of these rights and all rights in the nature of unfair competition rights or rights to sue for passing off and all renewals, revivals and extensions thereof, and all other intellectual property rights howsoever arising and in whatever media, in each case, whether or not registered or capable of registration, including all rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future throughout the world.

5.2 The Services contain Intellectual Property Rights that are provided by and belong to Aimi. The Services may include third-party software components that are generally available free of charge under licences granting recipients broad rights to copy, modify, and distribute these components (“Open Source Components”). Although the Services are provided to you subject to this Agreement, nothing in this Agreement will prevent or restrict you from obtaining these Open Source Components under the applicable third-party licences, or to limit your use of these Open Source Components under those licences.

5.3 Aimi owns and will retain all title, ownership rights and Intellectual Property Rights in and to the Services. To the extent any rights (including, without limitation, any Intellectual Property Rights) in connection with the Content created using Aimi Studio and/or Aimi Sync vest in you by operation of law or otherwise, you hereby irrevocably assign to us all such rights with full title guarantee on a perpetual, worldwide and royalty-free basis. To the greatest extent permitted by applicable law, you hereby waive any and all "moral rights" and the benefit of any provision of law known as "droit moral" or any other similar rights under the laws of any country in the world in connection with any Content created by you using Aimi Studio and/or Aimi Sync and you agree that our and any other user’s use of Content created using Aimi Studio and/or Aimi Sync shall not in any way constitute an infringement of such rights.

5.4 Where reasonably practicable, you agree to credit Aimi in connection with the Content with the following credit: music courtesy of “Aimi Inc.” Where possible, this credit will be displayed with or as a link to our website: https://www.aimi.fm.

6. FREE-TO-USE SERVICES

6.1 In consideration of and subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Services (including the Content) for personal, domestic and non-commercial use and on one device at a time (the “Services Licence”).

6.2 The Services Licence does not grant you the right to use the Services and/or Content (howsoever accessed, whether through the Aimi Player, Aimi Studio or from our owned and operated pages or channels such as, but not limited to, our YouTube channels):
 

1.   in any commercial setting;

2.   in any public setting (for example, by way of communicating or broadcasting the Content to members of the public, even if intended for non-commercial purposes);

3.   by downloading, uploading, reproducing, exhibiting, publishing, broadcasting (including streaming) the Services or Content on or to any website or domain (including any website or social media channel owned or operated by you) or via any third-party platform, digital streaming or live-broadcasting service provider.

Any use of the Services or Content in the circumstances described in sub-clauses 6.2.(a)-(c) by you without our prior written consent shall amount to a breach of the Services Licence. If you have any questions about the scope of the Services Licence and the applicable Services Licence restrictions that apply to you, please contact us at: questions@aimi.fm.

6.3 The mobile and desktop applications, programmes and any other software made available to you as and via the Services is licensed (not sold) to you, meaning that we continue to own all copies of the Services and related software when it is running or installed on your device. The Services Licence stays in effect for as long as you use the Services, and immediately terminates once you are no longer a subscriber to the Services.

6.4 The Services Licence is made only for your personal use of the Content and within the closed ecosystem of tools made available to you when using our Services. It does not grant any right to export Content outside the Services, and you are restricted from any such exportation or transfer in any manner whatsoever.

6.5 We may use fingerprinting technology in relation to the Content  from time to time to detect any misuse of our Services in breach of the Services Licence. We reserve all rights and remedies available to us in the event of such misuse by you.

6.6 We reserve all rights in and to the Services and Content not otherwise granted in this Agreement.

7. RESTRICTIONS ON USE

7.1 Except as provided for in clause 8, under this Agreement you agree that you may not:

a) distribute, share, sublicense, transfer, lend, lease, export or otherwise make the Services or Content available to any third party (on the internet, an information network, tangible or intangible media, by broadcast or in any other manner) or exploit the Services or any Content for any commercial purpose, such as selling, licensing, advertising or any other consideration generating activity;

b) modify, alter, adapt, and/or create derivative works from or translate the whole or any part of the Services or Content, or permit the Services or Content or any part of it to be combined with, or become incorporated in, any other programmes;

c) copy the Services or Content or any part thereof except where such copying is incidental to the normal use of the Services, or where it is necessary for the purpose of back-up or operational security;

d) transfer your rights under this Agreement to any third parties;

e) allow any other person to use or access your account;

f) disclose your account username or password to any other person;

g) reverse engineer, decompile or disassemble the Services (or any part thereof) or otherwise attempt to obtain its source code;

h) use any part of the Content or Services to develop or train artificial intelligence, machine learning or any other system, models, programmes and/or technology that is designed to operate with a certain level of autonomy and that, based on machine and/or human-provided data and inputs, infers how to achieve a given set of human-defined objectives using machine learning and/or logic and knowledge based approaches, and produces system-generated outputs such as content, predictions, recommendations or decisions.

i) use the Services by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from the Services for use within a third-party website or application;

j) introduce any viruses or any other software, computer code, file or program designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

k) access or attempt to access the accounts of other users of the Services;

l) remove or alter any copyright, trademark or other proprietary notice contained in the Services, or Content; or

m) use the Services or Content in any manner that:
 

• a. is not set forth in this Agreement (and you acknowledge that such use violates this Agreement and applicable law);

 

• b. infringes the Intellectual Property Rights, rights of publicity or any other right of or any third party;

 

• c. interrupts, damages or impairs the Services or the service provided by Aimi;

 

• d. is or may be libellous, defamatory, slanderous, offensive, damaging or which we believe might damage our reputation, or that of the Services; or

 

• e. is otherwise illegal in nature.

7.2 Unauthorised copying, hiring, lending, public performance and broadcasting of the Services, or Content is prohibited. You are not granted any commercial, sale, resale, reproduction, distribution or promotional use rights for or in connection with the Services and/or Content.

7.3 Any rights not expressly granted to you under this Agreement are expressly reserved by us.

8. AIMI REMIX AND AIMI SYNC

8.1 Some of our Services, including Aimi Remix and Aimi Sync, may provide you the ability to use our artificial intelligence technology to generate certain outputs (“Output”) based on your user generated inputs and prompts (including text, audio, data, images and/or videos) (“Input”).

8.2 We may make certain features of Aimi Remix and Aimi Sync Services free to use. We may also make certain features of Aimi Remix and Aimi Sync Services available to subscribers or paid users of our Services only.

8.3 When using Aimi Remix and/or Aimi Sync, you shall own your own Inputs, but you are required to grant us a limited licence to use such Inputs. When you provide prompts, upload and/or share Inputs, you are granting us a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the Services and across different media including the right to promote, maintain, develop, and improve our Services on a perpetual basis.

8.4 Aimi Remix Outputs. You will own any Outputs generated using Aimi Remix Services and you are permitted to use such Aimi Remix Outputs freely and without restriction.

8.5 Aimi Sync Outputs.
 

1. If you are using our Content to score any Aimi Sync Outputs, we will own the Content incorporated in such Aimi Sync Output. You may not disassemble or extract any audio, including any Content, from any Aimi Sync Output. Without prejudice to any other rights or remedies we may have under this Agreement or at law, we reserve our right to terminate your account if you are, or we suspect you are, in breach of this clause.
    

2. You may use Aimi Sync Outputs in any media or medium, including for commercial advertising or film purposes, provided always that any Outputs generated by you using Aimi Sync must be used together with the applicable video Input. If you are a free user of Aimi Sync, some elements of our Services may be limited, for example the rate of which you can use Aimi Sync to generate Outputs.

8.6 You agree that Inputs may be used to train our AI models and systems, including improving our Services and our Content library. Where you are using Aimi Sync, we may use any audio, images and/or videos Inputs by you to train our AI models and systems. Where you are using Aimi Remix, we may use audio stem Inputs by you to train our AI models and systems. We typically use audio stems to train our AI models and systems on the arrangement and mixing of music but not on the audio itself. If you do not want us to use your Inputs to train our AI models and systems, you should not use our Services, including Aimi Remix and/or Aimi Sync.

8.7 Whenever you make use of a feature of our Services that allows you to create Outputs, including by prompting, uploading, or sharing any Inputs, you shall comply with the restrictions set out in clause 7.1 and 7.2 (as the case applies) and warranties and representations in the following clause 8.8.

8.8 You warrant, represent and undertake that any Inputs provided by you in connection with our Services:
 

• a) will comply with all applicable laws and regulations;

 

• b) are cleared of any third-party rights or materials (including Intellectual Property Rights) and that you have obtained all necessary consents, permissions, or waivers to use the Inputs in connection with our Services;

 

• c) will not infringe any Intellectual Property Rights or any other rights of any third party (including privacy or publicity rights);

 

• d) is not subject to any guild, union, or similar organisation such that the use of your Inputs would trigger any guild, union or third-party payments or other obligations;

 

• e) is not used to engage in activities that attempt to bypass or circumvent any of our security measures we may deploy from time to time (including content fingerprinting) or any third-party's security measures;

 

• f) are not used for any illegal activities or actions that could harm or disrupt the Services, our network, systems, or related facilities.

8.9 If you become aware of any circumstances which are or may be in breach of your obligations under this Agreement, you must notify us immediately by contacting us here https://www.aimi.fm/support. You are liable to us and indemnify us (in accordance with clause 10) for any breach of your warranties and representations, and you will be responsible for any loss or damage we suffer as a result. We also have the right to disclose your identity to anyone who is claiming that any Inputs shared, or Outputs generated, by you violates their Intellectual Property Rights or their right to privacy.

8.10 We may from time-to-time use technology, tools and/or systems to detect protected materials incorporated in any Inputs. If we detect any materials incorporated in any Inputs that we deem are in violation of your warranties set out in this Agreement, we may, in our sole discretion and without limiting our other rights and remedies under this Agreement or at law, temporarily or permanently restrict your access to our Services. If you believe that any Input has been incorrectly or mistakenly flagged by us, please contact us here: https://www.aimi.fm/support and provide reasonable detail and/or evidence relevant to support your complaint.

8.11 OUTPUT DISCLAIMER. You understand and agree that the Outputs are generated by artificial intelligence in addition to other technologies developed and owned by us to deliver the Services. Such technology is experimental and continually evolving and accordingly may generate unexpected or unpredictable results, which may contain errors, omissions, inaccuracies, or misrepresentations. We make no representation nor give any warranty that any Outputs are free from errors or defects or that such Outputs do not infringe the rights of any third party. You understand and agree that such Outputs are made available to you on an ‘as-is’ basis and that any use by you of such Outputs is at your risk. We do not review, verify, or approve any Inputs or Outputs.

9. PERSONAL DATA

9.1 We respect your privacy and protect your personal data in accordance with the law. Our Privacy Policy explains who we are, what personal data we collect and use, why we do so, how we keep it secure, and what your rights and choices are. You can find our Privacy Policy here and you should read it carefully before using the Services.

10. INDEMNITY

10.1 You agree to compensate, defend and keep us and our affiliates and each of our respective officers, directors, employees, successors, assigns and licensees harmless and fully indemnified against any liabilities, costs, expenses (including other reasonable professional costs and expenses), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties (calculated on a full indemnity basis), and/or damages suffered or incurred by us arising out of or in connection with any claims, actions or legal proceedings (“Claims”) brought against us by any person as a result of: (i) any breach or alleged breach of any term of this Agreement by you or on your behalf; and (ii) any use or exploitation of the Services (or part thereof) by you or on your behalf in contravention of this Agreement, any laws, regulations or related guidance.

10.2 We shall have full control of all Claims for which we are a named party, and you shall cooperate with us in the defense or settlement of such claim. Upon prior written notice to us, you may have the opportunity to participate (at your own cost and expense) in any defense or settlement of any Claim subject to clause 10.1, provided that you shall not make any admission (whether orally or in writing) to any third party in respect of such Claims and you shall not undertake any act, omission or forbearance which may prejudice us in relation to such Claims, including without limitation, the settlement of any such Claim, without our prior written consent.

11. OUR LEGAL RESPONSIBILITY

11.1 Nothing in this Agreement denies or limits responsibility for death or personal injury caused by negligence, fraud or fraudulent misrepresentation or such liability which would be unlawful to limit by clearly established applicable law.

11.2 To the greatest extent permitted by applicable laws, we are not responsible for:
 

• a) losses, damage, costs or expenses not caused by our breach of this Agreement;

 

• b) the actions or inactions of other users of the Services;

 

• c) any indirect or consequential loss or damage (including loss of profit, loss of business, business interruption, or loss of business opportunity);

 

• d) any harm, loss or damage suffered by you or anyone else if the Services are interrupted, suspended or otherwise not provided to you or if we do not comply with this Agreement because of events beyond our control (for example, failure of or delays in third party communications networks, acts of terrorism, or power failure).

11.3 We will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us from time to time.

11.4 You acknowledge that our Services have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of our Services as described on our website (https://www.aimi.fm/) meet your requirements.

12. DISCLAIMER AND TECHNICAL LIMITATIONS

12.1 We do our best to provide a fully functional platform and service, but the Services provided through it are provided without express or implied warranty or condition of any kind, on an ‘as-is’ basis.

12.2 You understand and accept that your access to the Services depends on connectivity over communications networks and facilities that we don't control and that you may experience limitations, delays and other problems when using the Services because of your use of these networks and facilities. We are not responsible for any problems caused by your use of these networks and facilities.

12.3 We can't promise that your use of the Services will be uninterrupted or error free, or that the information you get from the Services will be accurate, complete, current, or reliable. We are not responsible for any loss or damage that you may experience as a result of any interruption or delay to your access to the Services.

13. TERMINATION

13.1 Unless they are terminated by you or us, this Agreement applies for as long as you use the Services (or any part thereof).

13.2 In addition to our right to remove any content from the Services, we may suspend, restrict or terminate your access to the Services or terminate this Agreement (including the Services Licence) if we reasonably believe you failed to comply with this Agreement or our User Rules.  In the event such termination is exercised, you waive any and all claims against us arising from or connected your use of our Services outside of scope of the Services Licence.

13.3 On termination of this Agreement: (i) you must stop using the Services and delete and uninstall all copies of any of all related software and content from your device(s); and (ii) we may delete any data you submitted or provided via the Services, except where the law says we must keep it.

13.4 Suspension, restriction or termination of your access to the Services will not limit our right to take any other action against you that we consider appropriate. If this Agreement is terminated, you acknowledge that you have no rights in the Services or Content.

14. THIRD PARTY SERVICES AND PARTNERS

14.1 The Services may include and link to features, websites and services that are provided by third parties. We do not control these third-party sites or services and are not responsible for the content of these sites or services. If we include a link to any of these sites or services, this does not mean that we endorse or are associated with them. The terms of that third party website or service will apply to your use of it and we will not be responsible for anything that is done or not done by you or the third-party service provider in connection with your use of their service. We recommend that you check the applicable third-party service’s terms and conditions of use before using that third party service.

15. COMPLAINTS, DISAGREEMENTS, AND CLAIMS

15.1 You can complain or submit your opinion about the Services by contacting us at https://www.aimi.fm/support.

15.2 This Agreement shall be governed by and interpreted by the state laws of Delaware. If your habitual residence is in the UK or in the EU for example, and you are a consumer, you may have rights afforded to you by the obligatory laws which may apply in your country of residence. You agree that the Courts located in the State of Delaware shall have non-exclusive jurisdiction, which means that you may make or defend a claim with respect to your consumer protection rights which may concern the terms of this Agreement in the country in which you reside.

16. OTHER IMPORTANT LEGAL TERMS

16.1 As far as permitted by law, we can transfer, assign or sub-license our rights and obligations under this Agreement to any company, organization, or person.

16.2 If you fail to comply with this Agreement and we take no action against you, or if we delay in doing so, that will not mean that we have given up our rights against you and (subject to statutory limitation periods) we will still be entitled to enforce our rights and remedies against you in relation to that failure to comply.

16.3 This Agreement is only between you and Aimi. A person who is not a party to this Agreement may not enforce, or directly or indirectly benefit from any of its terms.

16.4 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, such provision or part-provision will be deemed deleted from this Agreement, but such deletion shall not affect the validity and enforceability of the rest of this Agreement which shall remain in effect.

16.5 This Agreement and any rules or policies they refer to contain the entire agreement between us and you relating to your use of the Services and apply instead of any previous agreements, arrangements, undertakings or proposals between us and you relating to the use of the Services.

17 CONTACT AND COMPANY INFORMATION

17.1 If you have any questions or comments about this Agreement, please contact us at: questions@aimi.fm or via https://www.aimi.fm/support. If we have to contact you, we will send an e-mail to the address you provide to us when you create your account.

17.2 If you think we could improve the Services, please let us know how by contacting us at at questions@aimi.fm or via https://www.aimi.fm/support. If you provide any suggestions or feedback, you understand and agree that we can use your suggestions and feedback without paying or compensating you.