Music License Subscriptions
OVERVIEW
1.1. Licenses and Rights to Content are granted exclusively to users who have either registered their login credentials with Loudly, purchased a Subscription Plan (“Plan”) or entered into a binding commercial agreement with Loudly. Loudly’s subscription plans are available for purchase on our pricing page https://www.loudly.com/music/pricing. The terms set forth in this License Agreement apply to your use of any Content made available via the Loudly Service and to the rights granted to you by Loudly GmbH (Quedlinburger Str. 1, 10589 Berlin, Germany) (“Loudly”).
1.2. By registering your login credentials via the Loudly site(s) or by simply using our Service, you automatically signify your acceptance of these terms and conditions, and you become legally bound by this License Agreement, the General Terms and Conditions, the Cookie Policy, and the Privacy Policy – all of which are available through the Loudly website and incorporated herein by reference. You warrant that you are of legal age and are authorized to enter into this Agreement. If you register login details with us or access the Loudly Service in connection with your employment – you hereby represent to that you are authorized to do so and hereby bind your company/employer into this Agreement. Any references herein to “you” and “your” will refer to both you and your company/employer.
2. LOUDLY PLANS AND LICENSE GRANT
2.1. Loudly currently offers Free and paid Subscription plans which grant the user specific Licenses and usage rights. The number of plans available, the pricing assigned to the plans, the features assigned to the plans and the naming of the plans may change from time to time, as well as from region to region. It is your responsibility to check the pricing page and its descriptions per plan to understand what features, Licenses and Rights are granted to you during the term of this agreement: https://www.loudly.com/music/pricing
3. INPUTS, OUTPUTS & CONTENT
For the purpose of this agreement, Loudly defines 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)
c) LOUDLY MUSIC CATALOG: content that is listed or discovered as pre-existing files and made available in the Templates section of the Service
d) PARTNER OUTPUT: content generated, provided or delivered through the Service by a Loudly Partner or third-party integrated Service (such as Mureka.ai) including any audio, stems, or other results returned by that third–party service.
e). 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.
f) 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.
g) 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.
h) 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.
i) 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).
4. RIGHTS TO YOUR CONTENT
4.1 You represent and warrant that you own all rights, title and interest in and to Your Content, including all copyrights and rights of publicity contained therein, and that you possess all necessary rights or have obtained all consents necessary to grant Loudly the rights and licenses herein. By using the Service or otherwise transmitting Your Content to us, you grant to Loudly and our affiliates, successors, assigns, and designees a worldwide, non-exclusive, fully paid-up, sublicensable (directly and indirectly through multiple tiers), assignable, royalty-free, perpetual, irrevocable right and license to use, reproduce, store, modify, distribute, create derivative works based on, perform, display, communicate, transmit and otherwise make available any and all Your Content and User Projects (in whole or in part) in any media now known or hereafter developed, in connection with the provision, use, monetization, promotion, marketing, and improvement of our products and services, including the Service.
4.2 Rights. Based on your compliance with 4.1 above, YOU OWN or RETAIN ALL 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 the Loudly Output used in your User Project, 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).
5. LICENSES AND RIGHTS GRANTED TO THE CONTENT
5.1 The following Licenses and Rights are granted exclusively under the Paid Subscription plans during the term of this agreement, unless explicitly expressed otherwise in the conditions below:
(b) for the term of this agreement, you are granted a worldwide, non-exclusive, Royalty-Free, commercial license to use the LOUDLY OUTPUTS
in the following ways:
(i) in order to synchronize, combine and/or integrate them, in whole or in part, within the following types of media: audio-only, audio-visual, video, podcast, gaming, software applications produced by or on behalf of yourself (“Customer Audio-Visual Project”); and
(ii) the right to publish and monetize unlimited Customer Projects containing any LOUDLY OUTPUTS across social media sites such as, but not limited to – Facebook, YouTube, WhatsApp, Instagram, LinkedIn, Pinterest, TikTok, Twitch, Twitter, Vimeo or any other social media platform or sites which host audio-visual / video content. Customer Audio-Visual Projects can be monetized in perpetuity only if they have been completed and released, shared, published or displayed during the term of this agreement.
(iii) the right to release or distribute Loudly Output and User Projects to audio streaming platforms, download sites, video sites is granted EXCLUSIVELY through Loudly’s own Distribution service which is made available via Loudly’s website (www.loudly.com).
This distribution service enables you to MONETIZE ROYALTY REVENUE generated via streams, playback and downloads across audio streaming, download sites and social media platforms such as, but not limited to – Spotify, Apple Music, Amazon Music, Soundcloud, Deezer, Tidal and more. It is not permitted to release a Loudly Output via any external audio distribution companies such as, but not limited to – Ditto, Distrokid, CDBaby, Tunecore.
(iv) the right to perform and play the original or derived versions of Loudly Output, User Projects in front of an audience within cafes, bars, venues and clubs that do not exceed 10,000 people in capacity. For larger venues, please contact customer support at help@loudly.com
(v) Usage in Advertising Media: If you have paid for a PRO Subscription plan, you can integrate Loudly Output, Loudly Music Catalog, User Projects and Partner Output (if permissible via Partner Output’s Terms and Conditions) into Advertising audio / video / film production. Advertising audio / video / film production suggests that there will be a paid media campaign to promote or advertise the media project to targeted audiences across any digital media platforms excluding outdoor, VOD, OTT, TV Broadcast & Theatrical. The License is granted where a paid media campaign budget does not exceed 100K USD per year. Should the budget exceed this amount, please contact the Loudly team directly to easily reach a commercial agreement.
5.2 Restrictions the following restrictions apply based on the content type or Plan:
(i) usage across physical products, outdoor, TV broadcast, IPTV, VOD, cablecast, satellite television, cinema and/or theatrical release, commercial video streaming (and/or download) services (e.g. Netflix, iTunes, Hulu, Facebook Watch, or similar) or incorporated into a logo, trademark and service mark is not permitted. The license for usage in these formats are easily acquired by speaking directly with the Loudly team to reach a commercial agreement, usually within 24hrs (send e-mail to help@loudly.com).
(ii) it is not permitted to release any Loudly Music Catalog or derivatives thereof across any audio streaming service such as, but not limited to – Spotify, Apple Music, Amazon Music, Soundcloud, Deezer, Tidal.
(iii) it is not permitted to claim Content ID on YouTube for any Loudly Output or Loudly Music Catalog.
(iv) If you have paid for a PRO Subscription plan, you may sub-license the rights granted to you under Section 3.1 (a) to independent freelancers for the purpose of making Customer Audio-Visual Projects on your behalf. For the purposes of this section, a freelancer is defined as a person who works for themselves, is self-employed and is engaged by one or more clients either independently or on a project basis. For the avoidance of doubt, any such sub-licenses may only be granted during, and be valid for, the term of this Agreement. You remain responsible for any such sub-licensees’ use of the Loudly Music Catalog and Loudly Output.
(v) If you have paid for PRO Subscription plan, you may sub-license the rights granted to you under Section 3 above, i.e. the right to make available Customer Projects to third parties or clients (provided for the sake of clarity that the Customer Project is completed during the term of this Agreement). In order to monetize Customer Projects on YouTube, the client’s YouTube channel IDs must be registered with Loudly directly.
(vi) Large Enterprise: Licenses and Rights granted are intended to cover individuals, professional freelancers and small-to- medium sized companies. However, the following entities and commercial uses cases are NOT covered by this Agreement (in this case, you can send an email to help@loudly.com to request a custom license):
(a) a private or publicly held company with an actual or perceived market cap (market value) of at least fifty (50) million US dollars; or
(b) a major publisher, meaning that you have an annual turnover of over USD fifteen (15) million and/or you publish more than 10 titles. Publishers include without limitation digital publishers, podcast publishers, video game publishers, broadcasters, and similar media companies. Not sure if the above is you? Send an email to help@loudly.com and we will help you find out.
(vii) it is not permitted to list, repackage or re-sell any Content from the Service, as standalone files, in whole, or in its parts (audio samples, stems, song parts) into third party sites.
(viii) in connection with any material or otherwise in a manner or context that is defamatory, illegal or inciteful of an illegal act; immoral; racist; hateful or discriminating against any person based on for example race, nationality, religion, ethnic identity, gender, gender identity or sexual orientation; constitutes encouragement of violence or use of weapons; or in a manner or context that otherwise violates any rights of anyone associated.
(ix) no individual or entity is permitted to use the site to extract Content for the purpose of:
- training an AI model
- creating a standalone music dataset or
- integrating into a larger dataset of content
This restriction applies to whether the individual or entity is a paying Subscriber or not. In the event of non-compliance with the above prohibition, Loudly shall be entitled to terminate the contract without notice and reserves the right to assert legal claims for damages.
5.3 The Personal and PRO Subscriptions only cover use by one individual or 1 entity. If you wish to allocate more individuals or entities to your license, please contact us. If we have concrete reasons to believe that more than one person is using the same account, we reserve the right to either (i) immediately terminate the account, without refunding any prepaid fees, or (ii) with retroactive effect assess additional fees to you calculated in each instance on the then-current per-user pricing of the Subscription for each additional user.
6.1 Subject to your compliance with this Agreement, you are entitled to release and publish audio files, except Loudly Music Catalog, via Loudly’s Distribution service (“Released Content”)
platforms, social media sites and download sites. The earnings are calculated as the net revenues received by Loudly after revenue collection is achieved. The first display of earnings accrued from Released Content will appear in the User’s account page after a minimum 3-month period. Loudly is subject to this timeframe as it is controlled by the music streaming platforms who are responsible for sharing the data. The data is received ‘as is’ and Loudly has no means to verify or guarantee its accuracy.
6.3 Loudly provides payouts of the earnings via a Paypal payment gateway. The payout service is made available through specific subscription pricing plans. If a user cancels their Subscription Plan, any Released Content will remain on those platforms until the user makes a specific request to remove them. The removal of content from music streaming sites is handled by a third-party provider and may incur a small fee. The right to earn and receive payouts from audio streaming platforms, download sites, video sites ends when a Subscription Plan is cancelled. All earnings revert to Loudly upon cancellation of a Subscription Plan or failure to make payments for a Plan.
7. TERM AND TERMINATION
7.1. This Agreement and all rights granted will remain in effect during the paid subscription period (unless stated otherwise) and shall enter into force upon your acceptance of the terms set forth herein and will be automatically prolonged for periods of either one (1) month or twelve (12) months depending on your chosen payment plan (each such period constitutes a “Subscription Period”) until terminated by you or by Loudly. The agreement automatically renews on a month-to-month basis or annual basis depending on the Subscription plan you have purchased.
responsibility to you and that Loudly will not refund any amounts that you have already paid if you terminate this Agreement or if Loudly terminates this Agreement or suspends your access to the Service in accordance with the provisions herein.
8. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
8.1 Loudly retains all copyrights and neighboring rights in and to the Loudly Music Catalog and is the sole rights holder in respect of the Loudly Output.
the Subscription period. You acknowledge that during the Subscription Period, Loudly grants you rights to use and monetize your Customer Projects in accordance with this License Agreement.
9. ASSIGNMENT
9.1 You may not wholly or partially assign or pledge any of its rights and/or obligations under this Agreement without Loudly’s prior written consent. Loudly may transfer this Agreement and/or wholly or partially assign or pledge any of its rights and/or obligations under this Agreement to any third party provided that such third party agrees to be bound to this Agreement.
Loudly GmbH
Quedlinburger Str. 1
10589 Berlin
Rory Kenny