Terms and Conditions

Terms & Conditions

BY USING THE SOFTWARE OR RELATED SERVICE PROVIDED BY LOUDLY, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AND THE LICENSE AGREEMENT.

1. GENERAL

Loudly GmbH (“Loudly”, “we”, “us”, or “Company”) is the provider and operator of the website www.loudly.com which includes Loudly’s proprietary online music Catalog, music creation software, distribution service, partner integrations and access portals to any content or material uploaded, generated, modified on the Loudly website (collectively referred to as the “Service”). These Terms and Conditions apply to the use of the Service.

Please note that Loudly Output made available via the Service is subject to a SEPARATE LICENSE AGREEMENT between you and Loudly (the “License Agreement”), which regulates your right to use and distribute such Loudly Output. Partner Output is not licensed by Loudly; instead, Partner Output will be governed by the applicable third-party provider’s terms, policies and/or license conditions (see Section 3.2).

Loudly reserves the right, subject to mandatory legal requirements, to modify these Terms and Conditions at any time. Such modifications enter into force when published on the Service or communicated to you in any other appropriate manner. Your continued use of the Service after such modification is valid as consent thereto. Do check the website regularly to verify whether these Terms and Conditions or other documents referred to herein have been modified. By accessing, browsing, or otherwise using the Service you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not accept the Terms and Conditions, you will not access, browse, or otherwise use the Service.

Dispute Resolution. Section 13 explains the process for resolving disputes (informal resolution, optional mediation and courts).

WHEN VISITING OUR WEBSITE AND/OR USING THE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND THE DOCUMENTS REFERRED TO HEREIN.

2. OVERVIEW OF THE SERVICE AND USAGE

The Service is an online music creation software, audio editing software, royalty-free music Catalog and distribution service.

“Royalty-free” in this context means that Loudly does not charge you ongoing royalties for licensed Loudly Output under the License Agreement; it does not mean that any third-party rights, platform rules, or collecting society obligations could apply to your particular use.

You may submit input to our Service (“Input”). Input consists of (i) Instruction Inputs (such as text prompts and parameter selections, e.g., genre) and (ii) audio files you upload (Your Content). We currently do not accept other file types as user uploads unless expressly enabled in a specific feature.

When you provide Input to the Service, the Service may utilize artificial intelligence and/or other automated tools to generate or provide output in response to that Input (“Output”). Output may include content generated by Loudly’s models, content generated by integrated third-party partners (e.g., Partner Output), and/or content made available via Loudly’s Catalog, depending on the feature you use.

The Service also makes available to you other tools to modify, remix and edit your Input and Output.

The Distribution service is provided via one or more third-party distribution partners and is subject to (i) the partners’ terms and service levels and (ii) the terms, policies and decisions of the destination platforms (including streaming services, social media platforms and e-commerce platforms, “DSPs”). Loudly acts as a technical facilitator of the distribution workflow and does not guarantee acceptance, continued availability, monetization, or specific performance outcomes for any release. The Distribution service facilitates (i) the submission workflow and release of end-user Content to DSPs, (ii) the tracking and display of streaming/performance data made available to us, and (iii) the calculation and payout of revenues, where applicable, subject to platform and partner adjustments, deductions, reversals, refunds, claims, fraud controls, and other platform/partner actions.

The Service (including models, features and the availability of Outputs) may change over time. Outputs that are accessible at one time may not be available later (for example due to product updates, legal/compliance reasons, or third-party partner/platform requirements).

You agree not to use or launch any automated system, including, without limitation, any robot, scraping tool, spider or offline reader that accesses the Service in order to copy content or in a manner that sends more requests to Loudly or its servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard (i.e. not modified) web browser.

3. INPUTS, OUTPUTS & CONTENT

Loudly defines and recognizes different types of content on its platform:

A. INPUT: You may submit input to our Service (“Input”). Input consists of (i) Instruction Inputs (such as text prompts and parameter selections, e.g., genre) and (ii) audio files you upload (Your Content). We currently do not accept other file types as user uploads unless expressly enabled in a specific feature.

B. LOUDLY OUTPUT: content created on Loudly’s platform using Loudly’s proprietary AI systems (including VEGA models) and/or made available as-is via Loudly’s catalog of audio files.

C. PARTNER OUTPUT: content generated, provided or delivered through the Service by a Loudly Partner or third-party integrated Service including any audio, stems, or other results returned by that third‑party service.

D. OUTPUT: any content generated, provided, or made available through the Service in response to Input, including User Project, Loudly Output and Partner Output created through the Service.

E. YOUR CONTENT: the audio files you upload to the Service, and any audio files derived from those uploads that consist of or are based on those uploads (e.g., trims, edits, time-stretches, stem-splits of your uploaded audio), excluding any Loudly Output and any Partner Output.

For clarity, when you upload audio files to the Service, those audio files are both Input and Your Content.

F. CONTENT: all of the above (Input, Output, Loudly Output, Partner Output, User Project, and Your Content) constitute the “Content” accessible through or processed by the Service.

G. INSTRUCTION INPUTS: non-audio inputs such as text prompts, parameter selections (e.g., genre), and other instructions you provide to guide the Service in generating or providing Output. Instruction Inputs are used as instructions to provide the requested functionality and are not themselves intended to be incorporated into Output.

H. USER PROJECT (or “COMPOSITE OUTPUT”): a project file or audio file created through the Service that may combine Your Content with Loudly Output and/or Partner Output. Rights and permitted uses for each component are governed by these Terms, the License Agreement (for Loudly Output), and the applicable third-party provider’s terms (for Partner Output).

USER PROJECT rights. As between you and Loudly, you retain any rights you have in Your Content and, to the extent applicable, in the selection and arrangement of elements within your User Project. Loudly retains all rights in Loudly Output and the Service, and Partner Output rights (if any) are determined by the applicable third‑party provider’s terms. Your permitted use of a User Project must comply with these Terms, the License Agreement (for Loudly Output), and any applicable third‑party terms (for Partner Output).

INSTRUCTION INPUTS (Prompts and Parameters). You retain any rights you may have in your Instruction Inputs. You grant Loudly a limited, non-exclusive, worldwide, royalty-free license to process, transmit, and use your Instruction Inputs solely to provide, maintain, secure, and improve the Service and to generate or provide Output in response to your requests. Where a feature relies on an integrated third-party service, you authorize Loudly to transmit your Instruction Inputs to that third-party service for processing as necessary to provide the requested functionality, subject to the third party’s terms and our Privacy Policy.

We do not intend for Instruction Inputs to be integrated into Output. We may retain limited technical logs or records of Instruction Inputs to the extent necessary for security, abuse prevention, legal compliance, troubleshooting, or to operate the Service, as described in our Privacy Policy.

3.1 Your Content

3.1.1 By posting, submitting or uploading Your Content to the Service, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to post, submit and use Your Content, to grant the rights granted herein for Your Content, and to allow us to use Your Content in and in connection with the Service, including for the purpose of generating Output.

This applies equally to Your Content and to any Instruction Inputs you submit (for example, prompts containing lyrics, names, or other protected material).

You agree that Your Content will not contain material subject to copyright or other proprietary rights owned or controlled by any third party, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. You represent and warrant that your submission of an Input, including to generate Output, will not violate any law or any third party’s rights or terms and conditions associated with such Input, and that 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 rights or obligations from us) arising out of or related to our use of your Input to create Output and/or to train, develop, or otherwise improve the Service.

All Content made available through the Service and on the website (including software, interfaces, and Loudly Output) is owned or controlled by Loudly, except for: (i) Your Content (audio files you upload), (ii) your Instruction Inputs, and (iii) Partner Output, which is licensed/authorized (if at all) under the applicable third-party provider’s terms, policies and/or license conditions.

Your Content remains your responsibility and, as between you and Loudly, you retain any rights you have in Your Content. To the extent an Output incorporates protectable elements of Your Content, you retain any rights you may have in those elements, subject always to third-party rights, applicable law, and any applicable License Agreement.

You allow us to use Your Content in and in connection with the Service, including for the purpose of generating Output. Except for the rights expressly granted to you in the applicable music License Agreement and in these Terms and Conditions, no right to the Service or the Content is assigned to you, and all rights, title and interest in the Service and the Content are reserved and retained by Loudly.

You are solely responsible for the usage and distribution of Your Content and User Project.

We may use audio fingerprinting or similar technologies to help detect potentially infringing uploads and support compliance checks. If potentially infringing content is identified, attempted releases via the Distribution service may be blocked and flagged in our system.

3.1.2 Transfer of rights:

In order to operate the Service, we may need to obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us and our affiliates, successors, assigns, and designees a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify Your Content to operate, improve, promote and provide the Service, including to reproduce, transmit, display, publish, and distribute Output based on your Input, and to train or otherwise improve or modify our artificial intelligence and machine learning model(s) related to the Service. For clarity, this grant of rights includes a grant of all rights necessary for the Company and our affiliates, successors, assigns, and designees to reproduce, store, modify, distribute, create derivative works based on, perform, display, communicate, transmit and otherwise make available any and all of Your Content. All of your Input and any other elements you provide), in whole or in part, in any and all media now known or hereafter developed, in connection with the use, monetization, advertising, promotion, marketing, and improvement of the Company’s products and Service, including the Service. You agree that these rights and licenses are royalty-free, fully paid-up, transferable, sub-licensable, assignable, worldwide, perpetual and irrevocable, and include a right for us to make Your Content available to, and pass these rights along to, others, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. For clarity, no compensation or other amounts will be due to you (by the Company or any of our affiliates, successors, assigns, and designees) as a result of or in connection with any use of Your Content as permitted by these Terms.

For clarity, Loudly Output is owned/controlled by Loudly and made available to you under the License Agreement, and Partner Output is governed by the applicable third-party provider’s terms; you are not required to grant Loudly rights you do not have. You nevertheless authorize Loudly to host, process, and make available Outputs to you as necessary to provide the Service.

3.2 Third Party Materials and Partner Output

The Service may display, include or make available content, data, information, applications, software or materials from third parties (“Third Party Materials”). Third Party Materials include third-party software and applications that we have integrated into the Service; these may include, but are not limited to, large language models (LLMs), machine learning models, image and video models, audio analysis models, generative music models. By using the Service, you acknowledge and agree that the Company is not responsible for examining or evaluating Third Party Materials or Partner Output, for their accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, or quality.

We do not warrant or endorse and will not have any liability or responsibility to you or any other person or entity with regard to the access and usage of Third Party Materials or Partner Output made available via the Service. Third Party Materials are provided solely as a convenience to you. These third-party applications may have their own terms and conditions of use, and your use of them will therefore be subject to the applicable terms and conditions set out by such third-party providers. We may suspend, restrict, modify, or discontinue any third-party integration at any time, and may remove, disable access to, or block distribution of Partner Output where we consider it reasonably necessary for legal, compliance, security, technical, or risk-management reasons (including in response to notices, claims, or platform/partner requirements).

For example, one of the third-party services integrated into the Service under the model name ‘MANTA-1’ is Mureka.ai, an AI music generation platform. By using the Service’s AI-powered music creation features, you acknowledge and agree that your Input and related data may be transmitted to and processed by Mureka.ai’s systems for the purpose of generating Partner Output or providing the requested functionality.

3.2.1 Partner Output – Rights Source; No Exclusivity; No Uniqueness Guarantee.

Partner Output is generated, provided, or delivered through the Service by third-party partners and integrated services. Any rights, licenses, permissions, or usage authorizations you may receive in Partner Output are granted (if at all) by the applicable third-party provider under its own terms, policies, and/or license conditions, and not by Loudly. Loudly does not assign or grant you any exclusive rights in Partner Output and makes no representation that Partner Output is unique, original, non-infringing, or free from third-party rights.

By using features that generate or provide Partner Output, you acknowledge that additional third-party terms apply and you agree to comply with them.

See below for a detailed list of features found on the Service that utilize third party software to generate Partner Output. The features may be found across the Service and will be clearly titled:

Stem Splitter: www.loudly.com/music/stem-splitter
Loudly’s Stem Splitter feature utilizes software provided by Lalal.ai. By using Lalal’s products and services via the Service, you automatically agree to Lalal’s terms of service available at www.lalal.ai/terms-and-conditions/.

AI Sample Generator: www.loudly.com/music/sample-generator
Loudly’ AI Sample Generator service utilizes open-source software technology provided by Stability AI. By using Stability AI’s products and services via the Service, you automatically agree to Stability AI’s terms of service available at https://stability.ai/terms-of-service and agree to adhere to their Acceptable Usage Policy available at https://stability.ai/use-policy.

MANTA-1 model: www.loudly.com/music/text-to-music
Loudly’s music generation model “MANTA-1” utilizes technology provided by Mureka, a service owned and operated by SKYWORK AI PTE. LTD. When using the MANTA-1 model in the Service, you automatically agree to Mureka’s terms of service available at Mureka Terms and Conditions.

Loudly’s role with respect to Partner Output is limited to providing technical access and workflow functionality that enables you to request, retrieve, display, store, edit, or distribute Partner Output through the Service, subject to these Terms, the applicable License Agreement (if any), and the relevant third-party provider’s terms. In the event of any conflict between these Terms and the third-party provider’s terms regarding Partner Output, the third-party provider’s terms will govern solely with respect to the licensing and permitted uses of Partner Output.

Loudly will maintain reasonable technical and organizational measures designed to protect Inputs and Outputs processed for Service operation and improvement.

4. DISTRIBUTION

By using Loudly’s Distribition service, you grant us the rights as defined in section 3.1.2 for all Content (see definition in Section 3 above) which you decide to release via our system. In addition, you agree to 3.1.1 as a pre-requisite for 3.1.2.

4.1 Content Requirements

The following requirements in any Content attempted for release (“Released Content”) are mandatory. If not complied with, Loudly will reject Content for release as per the standards of the major streaming platforms

(a) Copyrights: all Content submitted for distribution will comply with section 3.1.1 amove

(b) Audio shall not contain more than ten (10) seconds of silence at the beginning or end of any track.

(c) Content exceeding thirty (30) minutes in duration (“long-form content”) shall be subject to manual review.

(d) All explicit content must be properly tagged using the appropriate explicit/parental advisory markers required by each DSP.

(e) Artwork will be delivered with minimum 3000×3000 pixels at 300 DPI; RGB color space; professional quality design; no unauthorized trademarks; original artwork only; clear rights to all elements.

4.2 Prohibited Fraudulent Activities related to Released Content

The following constitute Fraudulent Activity and will result in penalties, withheld payment, de-monetization or termination:

• use of computer farms or streaming farms;
• paid playlist placement services;
• bot usage or automated streaming;
• manipulation of play counts or statistics;
• false or misleading metadata;
• artificial engagement creation;
• unauthorized content monetization;
• and use of malicious software or scripts.

4.3 Royalty-Revenue Payments and Deductions

Royalty revenues are received as-is from the DSPs and third-party providers. Loudly displays your allocation of the received revenue on your release page i) after 3 months for your first Released Content (delay due to the DSPs) ii) monthly thereafter.

In order to withdraw your allocated royalty revenues, you must connect your PayPal account to Loudly. No other payment methods are available at this time. By connecting your PayPal account to Loudly and by using PayPal to withdraw your royalty revenues, you automatically agree to PayPal’s Terms and Conditions.

Loudly deducts PayPal’s standard 2.5% transaction fee from the revenue transferred.

You agree to indemnify and reimburse Us in full via Your royalty balance and/or separate payment against any claims, liabilities, damages, losses or expenses (including legal fees) suffered or incurred by us as a result of your breach of any of the warranties or undertakings in this Agreement, or any claims by any third party including but not limited to claims for payment of outstanding debts for services provided or goods supplied by such third parties.

This Agreement may be terminated by us upon 1 day(s) written notification (including notification by email) of such termination providing there are no outstanding Services due to you. Upon cancellation in this regard, we shall instruct our partners within 30 days to remove recordings from all platforms. For any service requiring a subscription we may cancel (at our discretion) the Service without reimbursement if such subscription becomes no longer active. We are not responsible for third-party exploitation after removal instruction. You are responsible for any third-party take-down fees.

We have the right to terminate this Agreement immediately if We believe you are engaging in fraudulent or illegal activity, or following any behavior deemed by Us as threatening, disrespectful, unprofessional or otherwise carried out by You or any associated parties. Any breach of our terms and conditions by you would result in a non-refund of payment.

If you would like to request the removal of your released Content from the streaming platforms, please do so in writing to help@loudly.com and by confirming the 1) artist name 2) email for your Loudly account 3) song name used in the release. We cannot guarantee the removal of your released Content within any timeframe as we can only transmit the request to the streaming platforms who have their own timeline and procedures for such requests.

5. YOUR ACCOUNT

The Service is available only to entities and persons that have registered and created user accounts on the Service. In order to use the Service and access the Content you must have the legal capacity to enter into a binding contract and not be barred from doing so under any applicable law. If you are under 16 years old, or otherwise unable to enter into a binding agreement with Loudly on your own, please contact help@loudly.com.

In order to use the Service, you must create a personal account and register as a user by following the instructions specified in the user registration form. Your account will contain basic account information including a username and password. You are responsible for maintaining the confidentiality of your username and password and should never give out your password to anyone else.

You may not select or use the identity of another person with the intent to impersonate that person. You must use a valid e-mail address, and Loudly reserves the right to test and verify this at any time. It is prohibited to agree with third parties to transfer, utilize or provide accounts, resources or access data.

You must notify Loudly immediately of any breach of security or unauthorized use of your Loudly account that you become aware of. You agree that you will be solely responsible for all activity that occurs under your Loudly account.

6. FREE PAID TIERS AND DISCOUNT CODES

The Service is available in both free and paid tiers. The free tier provides access to certain features and functionality of the Service, subject to usage limits and restrictions as described on the website. You may upgrade to a paid subscription at any time to access additional features, higher usage limits, or other benefits as described on the website. If you upgrade to a paid subscription and later cancel that subscription or if your paid subscription otherwise terminates or expires, your account will revert to the free tier and you will no longer have access to the features, functionality, or usage limits available only to paid subscribers. Upon such reversion, any of Your Content and User Project that exceeds the storage or usage limits of the free tier may no longer be accessible to you, and the Company may (but is not obligated to) delete or remove any such content or data after providing you reasonable notice and an opportunity to download Your Content and User Project.

If you have received a discount code or free offer (a free trial period) provided by Loudly or from a third party acting on behalf of Loudly for access to a paid tier, separate additional Terms and Conditions for such offers may also apply to the Service, and you must agree to comply with such terms in order to use the Service.

7. SUBSCRIPTIONS AND CANCELLATIONS

Your subscription begins at the time your order is processed and will continue for the length of time indicated when you signed up or placed your order. The subscription will automatically renew at the end of each such subscription term without notice until you cancel. If you have provided a cancellation notice, you may use your subscription until the end of your then-current subscription term, and your subscription will not be renewed after your then-current term expires.

You will pay the monthly fees agreed upon when you placed your order for a Loudly subscription, and in cases where you have purchased an annual subscription, you are responsible for the entire annual subscription fee regardless of cancellation, except as provided in the following exception: Should there be a situation where you believe you have legitimate grounds and proof to justify a full or partial refund or in an instance where a credit to your account is owed, please contact our customer support at help@loudly.com and we will review your claim in a timely manner.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Right to Use Services

We hereby permit you to use the Service, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Service, we grant you a personal, non-assignable, non-sublicensable, non-transferable, and non-exclusive right and license to access and use such software, content and materials provided to you as part of the Service (and the right to download a single copy of the app onto your applicable equipment or device), in each case for the purpose of enabling you to use the Service and to create, download, and exploit Your Content as permitted by these Terms. For the avoidance of doubt, your rights to Your Content, Output and User Project, are set forth in Section 3. Your access and use of the Service may be interrupted from time to time for several reasons, including, without limitation, equipment malfunction, periodic updating, maintenance or repair of the Service, or other actions that the Company, in its sole discretion, may elect to take.

8.2 Restrictions on Your Use of the Service

You may not do any of the following in connection with your use of the Service, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

• (a) download software, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any proprietary software owned by the Company and deployed for the Service, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
• (b) impersonate, or attempt to impersonate, somebody else without their authorization, including by (i) providing Input that you do not have authority to use to create Output, (ii) providing Input to attempt to create Output that impersonates somebody else without their authorization, or (iii) falsely stating, implying or otherwise misrepresenting 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);
• (c) duplicate, decompile, reverse engineer, disassemble or decode the Service (including any underlying idea or algorithm), or attempt to do any of the same;
• (d) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Service;
• (e) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Service or circumvent any rules or restrictions when using the Service;
• (f) exploit the Service or any other user’s Output for any commercial purpose, except as specifically permitted by the Company in connection with your permitted use of the Service (such as your use of your Output for commercial purposes as permitted by these Terms);
• (g) use the Service to create or develop any competing products or services, or to power, enable, or train other artificial intelligence or machine learning models, tools or technologies.
• (h) access or use the Service in any manner that could disable, overburden, damage, disrupt or impair the Service, or interfere with any other party’s access to or use of the Service, or use any device, software or routine that causes the same;
• (i) attempt to gain unauthorized access to, interfere with, damage or disrupt the Service, accounts registered to other users, or the computer systems or networks connected to the Service;
• (j) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protection of the Service, including any content filters or other similar measures;
• (k) use any robot, spider, crawler, scraper, or other automatic device, process, software or query that intercepts, mines, scrapes, extracts, or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service, or engage in any manual process to do the same;
• (l) introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful into our systems;
• (m) submit, transmit, display, generate, create, perform, post or store any content (including any Input or Output) that is unlawful (including because it violates any applicable law, contractual restriction or third-party right), defamatory, infringing, obscene, excessively violent, pornographic, invasive of privacy or publicity rights, deceptive, misleading, harassing, abusive, hateful, or cruel, or otherwise use the Service or any Output in a manner that is (or in connection with any purpose, initiative, activity, product or service that is) infringing, objectionable, obscene, excessively violent, harassing, hateful, deceptive, misleading, cruel, abusive, pornographic, or inciting, organizing, promoting or facilitating violence or criminal activities;
• (n) submit any personal information of any person under the age of 13 through the Service;
• (o) violate any applicable law or regulation in connection with your access to or use of the Service; or
• (p) access or use the Service in any way not expressly permitted by these Terms.

You acknowledge and agree that the Company may (but has no obligation to) incorporate certain content filters or other similar measures in the Service that are designed to prevent certain Input from being processed by the Service and to prevent the Service from generating certain Output, such as Input and Output that violates these Terms.

You may not use, transfer, display, perform or otherwise make the Content or Output available except as expressly permitted under these Terms and Conditions and, where applicable, under the License Agreement. For Partner Output, your permitted uses are determined by the applicable third-party provider’s terms, policies and/or license conditions, and you are responsible for ensuring your intended use complies with them.

When creating new Loudly Output or downloading Loudly Output from Loudly’s catalog, you hereby undertake not to claim exclusive ownership of any of the Loudly Output, including any attempt to claim ownership directly or indirectly via YouTube’s Content Identification system (Content ID) or similar systems in a way that would block Loudly or other authorized users.

This restriction is intended to prevent exclusive or blocking claims (including Content ID claims) that would interfere with Loudly’s rights and/or other authorized users’ rights under the applicable License Agreement.

If it is found that YouTube has granted you Content ID ownership of Loudly Output, you will be asked to immediately remove or relinquish this claim (within 24 hours) or face legal proceedings. Claiming ownership of the Loudly Output violates Loudly’s intellectual property rights and could result in criminal or civil penalties.

This restriction applies to full-length, reformatted, or time-cut versions of the original audio file. It is enforced to protect Loudly’s intellectual property rights associated with the Loudly Output and to ensure that all Loudly end users can equally benefit from the rights granted by Loudly.

The distribution of Loudly Output by you to music streaming platforms is only permitted via Loudly’s own Distribution service. Loudly’s Distribution service is described on our pricing page (https://www.loudly.com/music/pricing).

9. ADVERTISEMENT & COMMUNICATIONS

If you have separately accepted to be exposed to commercial messages or advertisements (for example, via Loudly’s newsletters) when using the Service, we may send you such communications. If you do not want to be notified about these offers or news, you may opt out from such communications at any time by following the instructions in each notification you receive.

10. SUPPORT

You will find answers to the most frequently asked questions about the Service on the website (https://www.loudly.com). You are always welcome to contact Loudly by email at help@loudly.com.

11. PRIVACY AND PERSONAL DATA

Loudly processes personal data about you and your use of the Service in accordance with Loudly’s Privacy Policy, as updated from time to time.

12. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION

12.1 Disclaimers.

Loudly does not represent or warrant that any Output is non-infringing, free from third-party rights, or suitable for commercial exploitation without additional clearance. You assume all risks associated with the public use, distribution, synchronization, or monetization of all Output, Your Content or, generally – the Content accessible via the Service.

(a) YOUR ACCESS TO AND USE OF THE SERVICE AND ANY OUTPUT ARE AT YOUR OWN RISK. You understand and agree that the Service and any Output are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company and its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (collectively, the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

(b) The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Service or any Output; (ii) the infringement of the rights of any third party in your use of any Output; (iii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service; (iv) the operation or compatibility of the Service with any other application or any particular system or device; (v) whether the Service will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (vi) the deletion of, or the failure to store or transmit, Your Content,  Instruction Inputs, Output (including User Projects), and other communications maintained by the Service.

(c) The Output generated by the Service is generated automatically. The Service is not error-free and may generate Output containing incorrect information. No advice or information, whether oral or written, obtained from the Company Entities or through the Service will create any warranty or representation not expressly made herein. You should not rely on the Service or any Output for advice of any kind, including medical, legal, investment, financial or other professional advice. Any Output is not a substitute for advice from a qualified professional.

(d) Due to the nature of our Service and artificial intelligence generally, your Output may not be unique and other users may receive the same or similar output from the Service. An input that is submitted by other users is not your Input (even if it is identical to the Input you submit to the Service), and an output that is requested by and generated for other users is not Your Content.

(e) Mandatory consumer rights. Nothing in these Terms excludes or limits any rights you may have under mandatory consumer protection laws that apply to you. To the extent that applicable law does not allow the exclusion of certain warranties or the limitation of certain damages, such exclusions or limitations will not apply to you to that extent.

(f) THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICE, INCLUDING ANY OUTPUT. 

(g) YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.

12.2 Limitations of Liability.

To the extent not prohibited by law, you agree that in no event will the Company Entities be liable for any indirect, special, exemplary, incidental, consequential or punitive damages (including, but not limited to, procurement of substitute goods or services, loss of use, data or profits, business interruption or any other damages or losses, arising out of or related to your use or inability to use the Service), however caused and under any theory of liability, whether under these Terms or otherwise arising in any way in connection with the Service or these Terms and whether in contract, strict liability or tort (including negligence or otherwise), even if the Company Entities have been advised of the possibility of such damage. The Company Entities’ total liability to you for any damages finally awarded shall not exceed the amount you paid the Company Entities, if any, in the past twelve (12) months for the Service giving rise to the claim. The foregoing limitations will apply even if any stated remedy fails of its essential purpose.

Nothing in these Terms limits liability for intent or gross negligence, for injury to life, body or health, or under mandatory statutory liability regimes. In case of a breach of essential contractual obligations, liability may be limited to foreseeable, typical damages to the extent permitted by law.

13. INDEMNIFICATION

By entering into these Terms and accessing or using the Service, you agree that you shall defend, indemnify and hold the Company Entities harmless (including affiliated companies and their contractors, officers, directors and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: your misuse of the Service in a manner not in strict conformity with these Terms and Conditions; (i) Your Content that you submit, upload, post, transmit or otherwise make available through the Service; (ii) your use of or access to the Service,  Third Party Materials, and all Content, Outputs found on the Service; (iii) your connection to the Service; (iv) your violation of these Terms and Conditions and/or the License Agreement; (v) your violation of any rights of any third party (including through your generation or use of any Output); and (vi) any taxes arising in connection with your purchase or use of the Service in any jurisdiction, including, without limitation, sales and use tax. If you are obligated to indemnify any Company Entity hereunder, then you agree that the Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Company wishes to settle, and if so, on what terms. You agree to fully cooperate with the Company in the defense or settlement of such claim.

14. DISPUTE RESOLUTION (INFORMAL RESOLUTION; OPTIONAL MEDIATION; COURTS)

14.1 Informal Resolution First.

Before initiating formal legal proceedings, you and Loudly agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to the Service or these Terms (a “Dispute”) informally.

To start the informal process, you must send a written notice describing the Dispute and the relief you seek to: help@loudly.com (or another address we designate). Loudly will make a good faith effort to respond within thirty (30) days.

Nothing in this Section prevents either party from seeking urgent injunctive or protective relief where necessary.

14.2 Optional Mediation (Non-Binding).

If a Dispute is not resolved through the informal process, either party may propose that the Dispute be submitted to non-binding mediation.

Unless the parties agree otherwise, (i) the mediation will be conducted in English (or German by mutual agreement), (ii) it may be conducted remotely (video conference), and (iii) the parties will share the mediator’s fees equally (each party bearing its own legal and preparation costs).

Participation in mediation is voluntary and does not prevent either party from initiating court proceedings at any time.

14.3 Courts; No Mandatory Consumer Arbitration.

The parties agree that Disputes shall be resolved by the competent courts in accordance with Section 16 (Governing Law & Venue), subject to applicable mandatory consumer protection and jurisdiction rules.

For the avoidance of doubt: Loudly does not require mandatory arbitration from consumers in these Terms. (Any arbitration would require a separate agreement where legally permitted.)

15. LIMITATION

You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Service is to uninstall any software and to stop using the Service. While Loudly accepts no responsibility for third-party applications or the Partner Output thereof, and while your relationship with such third-party applications may be governed by separate agreements with such third parties, to the extent permitted by applicable law, your sole and exclusive remedy, as with respect to Loudly, for any problems or dissatisfaction with third-party applications or the content thereof, is to uninstall and/or stop using any such third-party applications.

Subject to Section 12 (Disclaimers and Limitations of Liability), Loudly shall not be liable to you for issues arising from third-party applications, Partner Output, or third-party platform decisions, except to the extent required by applicable law.

16. GOVERNING LAW & VENUE CLAUSE

16.1 Governing Law.

These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including non-contractual claims), shall be governed by and construed in accordance with the laws of Germany.

If you are a consumer habitually resident in the EU/EEA, this choice of German law does not deprive you of any mandatory consumer protection provisions of the law of your country of residence that would apply absent this choice of law.

Nothing in these Terms excludes or limits any mandatory rights you may have as a consumer under the laws applicable to you.

16.2 Jurisdiction and Venue (Consumer carve-out).

(a) EU/EEA Consumers. If you are a consumer domiciled in an EU/EEA Member State, you may bring proceedings against us either (i) in the courts of the Member State where we are domiciled, or (ii) in the courts of the Member State where you are domiciled. Proceedings may be brought against you by us only in the courts of the Member State where you are domiciled, to the extent required by applicable law.

(b) Consumers outside the EU/EEA. If you are a consumer domiciled outside the EU/EEA, mandatory consumer jurisdiction rules of your place of residence may apply. Nothing in these Terms is intended to limit any forum rights you may have under such mandatory rules.

(c) Non-consumers (e.g., businesses). If you are not a consumer, then to the extent permitted by applicable law, the competent courts in Berlin, Germany shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms or the Service.

17. COPYRIGHT & ILLEGAL CONTENT NOTICE (EU DSA NOTICE-AND-ACTION; US DMCA)

17.1 General.

We respect intellectual property rights and aim to respond appropriately to notices alleging illegal content, including copyright infringement. Depending on your location and the applicable law, different notice procedures may apply.

17.2 EU/EEA: Notice-and-Action Mechanism (Digital Services Act) and Global Reporting Channel.

We provide the notice mechanism below for EU/EEA compliance and also make it available as a global reporting channel for users outside the EU/EEA.

If you consider specific content on the Service to be illegal (including allegedly infringing copyright), you may submit a notice to us electronically via:

(a) email to: help@loudly.com with subject line “Legal Notice / DSA”.

To allow us to assess and act on your notice, please include, as applicable:

(i) the exact location of the content (URLs, track IDs, release IDs, ISRC/UPC if available, screenshots where relevant);

(ii) an explanation of why you consider the content illegal;

(iii) your name and email address (unless you are permitted to submit anonymously under applicable law);

(iv) a statement confirming your good-faith belief that the information and allegations in the notice are accurate.

We will review notices and may remove or disable access to the content, restrict related features, or take other appropriate measures.

Where required, we will provide the affected user with a clear statement of reasons for any restriction taken on the basis that the content is illegal or violates these Terms.

17.3 Counter-Notice / User Challenge (EU-style).

If your content is removed or restricted based on a notice, you may contact us at help@loudly.com with subject line “Counter Notice / Appeal” and provide:

(i) the content/release identifiers,

(ii) your explanation and any supporting evidence (e.g., licenses, proof of creation, permissions),

(iii) your contact details.

We may restore content at our discretion where appropriate and where platform/distribution constraints allow.

17.4 Measures Against Misuse; Repeat Infringers.

We may take measures against misuse of notice mechanisms (e.g., manifestly unfounded notices) and against users who repeatedly upload or distribute infringing content, including warnings, feature restrictions, suspension, or account termination, where appropriate and permitted by law.

17.5 United States: DMCA Notice of Infringement (17 U.S.C. §512).

If you believe that content on the Service infringes your copyright under U.S. law, you may submit a DMCA notice to our designated agent as required by 17 U.S.C. §512(c). Your notice must include:

(a) identification of the copyrighted work claimed to have been infringed;

(b) identification of the allegedly infringing material and information reasonably sufficient to permit us to locate it (URL/track ID/release ID, etc.);

(c) your contact information (address, telephone number, and email);

(d) a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law;

(e) a statement that the information is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner; and

(f) your physical or electronic signature.

DMCA notices should be sent to:

Mail: Loudly GmbH, Attn: Copyright Agent, Quedlinburger Str. 1, 10589 Berlin, Germany

Email: help@loudly.com (subject: “DMCA Notice”)

17.6 DMCA Counter-Notification (17 U.S.C. §512(g)).

If content you uploaded was removed or disabled due to a DMCA notice, you may submit a counter-notification as permitted by 17 U.S.C. §512(g), including the required statements and your consent to jurisdiction where applicable. If we receive a valid counter-notification, we may reinstate the content where appropriate, subject to legal requirements and our platform/distribution constraints.

17.7 No Legal Advice; Distribution Constraints.

Our handling of notices does not constitute legal advice. In some cases, third-party platforms or distribution partners may impose their own rules or timelines for takedowns/reinstatements, which may affect our ability to restore content promptly.

18. TERM AND TERMINATION

This Agreement shall expire upon termination by you (the user), taking into account the ordinary notice period pursuant to Section 6 (including the applicable billing cycle and any end-of-term effectiveness of cancellation).

Loudly may terminate the Agreement at any time without notice if you (the End-User) have breached any provision of the Agreement, in particular if you have breached the provisions in Section 3. Termination for cause is without prejudice to any claims for damages or other remedies available to Loudly.

19. SURVIVAL & ASSIGNMENT CLAUSES

19.1 Survival. Upon termination or expiration of these Terms for any reason, the following provisions shall survive to the extent necessary to give them effect:

(a) Sections relating to Intellectual Property, Input/Output/Content rights and licenses, and restrictions on use;

(b) Disclaimers, limitations of liability, and limitation of remedies;

(c) Indemnification obligations;

(d) Dispute Resolution (Section 13) and Governing Law & Venue (Section 15);

(e) Any accrued payment obligations, audit/recordkeeping obligations (if any), and any other provisions that by their nature should survive; and

(f) Copyright & Illegal Content Notice (Section 16).

19.2 Assignment. You may not assign, transfer, delegate, or sublicense these Terms (or any rights or obligations hereunder) without Loudly’s prior written consent, and any attempted assignment in violation of the foregoing will be null and void. Loudly may assign, transfer, or delegate these Terms and its rights and obligations, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or by operation of law. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

20. PARTIAL INVALIDITY

If any provision of these Terms and Conditions is held to be invalid or unenforceable at any time or to any extent, then the remainder of these Terms and Conditions shall not be affected thereby, and each provision of these Terms and Conditions shall be valid and enforced to the fullest extent permitted by law.

21. ADDITIONAL INFORMATION OR QUESTIONS

If you would like to receive further information regarding these Terms and Conditions, you are more than welcome to contact us using the contact details provided below.

Loudly GmbH
Quedlinburger Str. 1
10589 Berlin, Germany

22. ENTIRE AGREEMENT

These Terms, together with the License Agreement and any documents incorporated by reference, constitute the entire agreement between you and Loudly regarding the Service and supersede any prior or contemporaneous agreements or communications on the subject matter.