Bovo Terms of Service

1. Service Overview; Eligibility; Accounts

1.1 General. Bovo is an AI-powered music generation platform designed to enable users to easily create lead sheets and melodies from works. “Services” means, individually or collectively, the Websites, the App, and the following:

(a) the “Bovo Platform,” meaning Bovo’s AI-powered platform, applications, websites, software, and related functionality through which Customer and its Authorized Users (if any) may generate audio, musical works, compositions, recordings, files, and other output; and

(b) access to Bovo’s proprietary catalogue of pre-existing music (the “Catalogue Music”) within the Bovo Platform, solely as described in Section 6.4, but excluding any Catalogue Subscription (defined in Section 2.2).

Customer may purchase access to the Services online through the Websites or App, on the plans and at the prices presented at the time of purchase, as further described in Section 4.

1.2 Eligibility. Customer must be at least eighteen (18) years old (or the age of majority in Customer’s jurisdiction, if higher) to use the Services. By accepting these Terms, Customer represents and warrants that: (a) Customer meets this age requirement; (b) Customer has not previously been suspended or removed from the Services; and (c) Customer’s registration and use of the Services complies with all applicable laws and regulations.

1.3 Registration on Behalf of an Entity. If an individual registers for an account, accepts these Terms, or uses the Services on behalf of a company, organization, or other legal entity, then: (a) “Customer” refers to that entity; (b) the individual represents and warrants that it has the authority to bind that entity to these Terms and accepts these Terms on the entity’s behalf; and (c) if the individual does not have such authority, the individual may not accept these Terms or use the Services on the entity’s behalf, and the individual will be personally bound by these Terms. If an individual uses the Services on its own behalf, “Customer” refers to that individual.

1.4 Authorized Users. If Customer is an entity, Customer may permit its employees, consultants, contractors, and agents (each, an “Authorized User”) to access and use the Services on Customer’s behalf through Customer’s account, subject to any user limits applicable to Customer’s subscription plan. Customer is responsible for each Authorized User’s compliance with these Terms and for all activity occurring under Customer’s account, and any act or omission of an Authorized User will be deemed an act or omission of Customer. If Customer is an individual, the Services are for Customer’s own use only, Customer may not permit any other person to access the Services through Customer’s account, and references in these Terms to Authorized Users do not apply.

1.5 Accounts and Registration. To access most features of the Services, Customer must register for an account and provide accurate, complete, and current information, and keep that information accurate and up to date at all times. Customer is solely responsible for maintaining the confidentiality of its account credentials and accepts responsibility for all activities that occur under its account. Customer will not share account credentials with any person other than, if Customer is an entity, its Authorized Users. If Customer believes its account is no longer secure, Customer must immediately notify Bovo at hello@bovo.ai.

2. Licenses

2.1 Bovo Platform

(a) Limited Right to Use the Bovo Platform. Subject to Customer’s complete and ongoing compliance with this Agreement, Bovo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Bovo Platform through the App or Websites for Customer’s personal use (if Customer is an individual) or internal business purposes (if Customer is an entity). If Customer is an entity, its Authorized Users may use the Bovo Platform on Customer’s behalf as described in Section 1.4.

(b) Limited License to the Mobile App. Subject to Customer’s complete and ongoing compliance with this Agreement, Bovo grants Customer and each Authorized User (if any) a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to download, install, and use one object code copy of the App on one mobile device owned or controlled by Customer or such Authorized User.

2.2 Catalogue Subscriptions. “Catalogue Subscription” means a subscription through which Bovo licenses Catalogue Music for streaming, public performance, or other use outside the Bovo Platform, including at physical business locations. Catalogue Subscriptions are not offered under these Terms and are available only under a separate written agreement between Customer and Bovo (a “Catalogue Agreement”). If Customer enters into a Catalogue Agreement, the Catalogue Agreement will govern the Catalogue Subscription and, in the event of any conflict between these Terms and the Catalogue Agreement, the Catalogue Agreement will control. Customer may inquire about a Catalogue Subscription by contacting Bovo at hello@bovo.ai.

2.3 License Restrictions. Except as such action is expressly authorized in this Agreement, Customer will not, and will not permit anyone to, do any of the following: (a) reproduce, translate, distribute, publicly display, publicly perform, or create derivative works of the Services or Site Content (defined below); (b) make modifications to the Services; or (c) interfere with or circumvent any feature of the Services, including any security or access control mechanism. If Customer is prohibited under applicable law from using the Services, then Customer may not use it.

2.4 Feedback. If Customer or any of its employees, consultants, contractors, or agents chooses to provide input and suggestions regarding existing functionalities, problems with, or proposed modifications or improvements to the Services (“Feedback”), Customer hereby grants Bovo an unrestricted, perpetual, irrevocable, non-exclusive, fully paid-up, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. Bovo will have no obligation to provide Customer or any Authorized User with attribution for any Feedback Customer provides.

3. Intellectual Property Ownership

3.1 Ownership; Proprietary Rights. The Services are owned and operated by Bovo. The Services and the visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by Bovo or accessed through or made available for use or download through the Services (“Site Content”) are protected by intellectual property and other laws. All Site Content included in the Services is the property of Bovo or its third-party licensors, except for User Content and Output. Except as expressly authorized by Bovo, Customer may not make use of the Site Content. There are no implied licenses in this Agreement and Bovo reserves all rights to the Services and Site Content not granted expressly in this Agreement.

3.2 Platform Output. As between the Parties, and excluding the rights of other participants in the Collaboration Features, and any third-party rights in or to User Content, Catalogue Music, inputs, or other source materials, Customer owns all right, title, and interest in and to all audio, musical works, compositions, recordings, files, and other output generated by Customer or its Authorized Users through the Bovo Platform (collectively, “Output”), whether generated from Customer’s inputs or otherwise through Customer’s and its Authorized Users’ use of the Bovo Platform. Bovo hereby assigns to Customer all right, title, and interest Bovo may have in Output. To the extent any such rights cannot be assigned, Bovo grants Customer a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable, sublicensable license to use, reproduce, modify, distribute, publicly perform, display, make available, commercialize, and otherwise exploit Output for any lawful commercial or non-commercial purpose. These ownership and exploitation rights survive expiration or termination of this Agreement and any Subscription Period. For clarity, this Section does not transfer ownership of or grant rights in any underlying User Content owned by another person, Catalogue Music, or third-party material, and Customer’s exploitation of Output remains subject to those underlying rights, to Section 3.3, and to any rights of other participants in collaborative output. Bovo retains no interest in Output except for the limited rights in Section 6.3 and to support the Bovo Platform during the Term.

3.3 Distribution License for Catalogue Music. The license granted in Section 6.4 does not permit Customer or any Authorized User to reproduce, distribute, broadcast, synchronize, or otherwise exploit Catalogue Music in any media, including advertisements and commercials, films, television, online video, or other programming. This restriction applies whether Catalogue Music is used on a standalone basis or is incorporated, in whole or in part, into any Output, notwithstanding Section 3.2. Any such use requires a separate written license agreement with Bovo (a “Distribution License”), which Bovo may grant or withhold in its discretion and on such terms, including fees, as the Parties agree in that separate agreement. Customer may request a Distribution License by contacting Bovo at hello@bovo.ai.

4. Subscription Pricing and Payment

4.1 General. Use of the Services, or certain features of the Services, may require Customer to pay fees (including Subscription Fees, “Fees”). Before Customer pays any Fees, Customer will have an opportunity to review and accept the Fees that Customer will be charged. Unless otherwise specifically provided for in these Terms, all Fees are in U.S. dollars and are non-refundable, except as required by law.

4.2 Price. Bovo reserves the right to determine pricing for the Services. Bovo will make commercially reasonable efforts to keep pricing information published on the Services up to date. Bovo may change the Fees for any feature of the Services, including by adding additional fees or charges, if Bovo gives Customer advance notice of such charges before they apply. Bovo may, at its sole discretion, make promotional offers with different features and different pricing to any of Bovo’s customers. These promotional offers, unless made to Customer, will not apply to Customer or these Terms.

4.3 Credits. Purchasing a subscription to the Services, or registering for a free version of the Services, may entitle Customer to a certain number of credits on its account for processing and other activities with the Services (“Credits”). Credits do not have any monetary value, may not be redeemed for cash, and may be used solely within the Services. If Customer runs out of Credits, Customer may be asked to purchase additional Credits to continue using those features of the Services that require them. Credits will roll over month-to-month for so long as Customer has an active subscription.

4.4 Authorization. Bovo currently uses the third-party payment processor Stripe (“Stripe”), but Bovo may direct Customer to use a different payment processor at Bovo’s sole discretion (Stripe, or another designated payment processor, the “Payment Processor”). Payments Customer makes through the Services are processed by the Payment Processor and may be subject to additional terms. Customer authorizes Bovo and the Payment Processor to charge all sums for the orders Customer makes, including all applicable taxes, to the payment method specified in Customer’s account. Bovo and/or the Payment Processor may seek pre-authorization of Customer’s credit card account prior to Customer’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover the purchase.

4.5 Subscription Fees. The Services may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Services”). Unless otherwise noted when Customer subscribes, the “Subscription Billing Date” is the date on which Customer purchases its first subscription to the Services or the date when Customer’s Trial Period (defined in Section 4.7 below) ends. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that Customer selects on its account (this period the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and every renewal period are each referred to as a “Subscription Period”) unless Customer cancels the Subscription Service or Bovo terminates it. For information on Bovo’s current subscription fees (“Subscription Fees”), please see Bovo’s pricing page at https://bovo.ai/pricing. If Customer activates a subscription, then Customer authorizes Bovo or its Payment Processor to periodically charge, on a going forward basis and until cancellation of the Subscription Service or these Terms, all accrued sums. Customer’s account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of the Subscription Service for all applicable Fees and taxes for the next Subscription Period. Customer must cancel its Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to its account. Customer may cancel a Subscription Service at any time through its account settings or by contacting Bovo at hello@bovo.ai, and cancellation will take effect at the end of the then-current Subscription Period.

4.6 Refunds. Except as otherwise expressly provided for in these Terms (including Sections 8.3, 12.3, and 12.5), all payments made for Subscription Services, once paid, are non-refundable, and there are no refunds or credits for partially used periods.

4.7 Free Trials. Bovo may make the Services or certain features of the Services available on a trial basis at its sole discretion (“Free Trial”) for a trial period designated by Bovo (or if not designated, thirty days) (the “Trial Period”). The Free Trial will automatically terminate at the end of the Trial Period. Notwithstanding anything to the contrary, Free Trials are provided as-is without any warranty of any kind, express or implied. Bovo will have no obligation to maintain, correct, update, or otherwise support Free Trials and may discontinue Free Trials at any time with or without notice. Upon expiration of the Trial Period, the Initial Subscription Period will automatically begin unless Customer cancels the Subscription Service prior to the end of the Trial Period in accordance with Section 4.5.

4.8 Taxes. Other than net income taxes imposed on Bovo, Customer will bear all taxes, duties, and other governmental charges resulting from these Terms. Customer will pay any additional taxes as are necessary to ensure that the net amounts received by Bovo after all of those taxes are paid are equal to the amounts that Bovo would have been entitled to in accordance with these Terms as if the taxes did not exist.

5. Third-Party Terms

5.1 Third-Party Services and Linked Websites. Bovo may provide tools through the Services that enable Customer to export Customer’s User Content and other information and content to third-party services, including through features that allow Customer to link Customer’s account for the Services with an account on the third-party service. By using one of these tools, Customer authorizes Bovo to transfer that information to the applicable third-party service. Third-party services are not under Bovo’s control, and, to the fullest extent permitted by law, Bovo is not responsible for any third-party service’s use of Customer’s exported information. The Services may also contain links to third-party websites. Linked websites are not under Bovo’s control, and Bovo is not responsible for their content. Customer should review the terms of use and privacy policy of any third-party services before Customer shares any User Content or information with such third parties.

6. User Content Rights and Licenses

6.1 User Content. Certain features of the Services may permit Customer or its Authorized Users to submit, upload, publish, broadcast, or otherwise transmit content to the Services, including musical works, audio files, photos, images, data, text, and any other works of authorship (“User Content”). Customer retains any copyright and other proprietary rights that Customer or its Authorized Users may hold in User Content that they upload to the Services, subject to the licenses granted in this Agreement.

6.2 Limited License Grant to Bovo. By uploading User Content to or via the Services, Customer grants Bovo a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to access and use Customer’s User Content for the purposes of providing, operating, maintaining, securing, supporting, and improving the Services, enabling Authorized Users to use the Services and Collaboration Features, and otherwise performing Bovo’s obligations under this Agreement. Customer represents that it has authority to grant this license on behalf of its Authorized Users and other contributors whose content is included in User Content.

6.3 Limited License for Collaboration Features. If Customer or an Authorized User uses any feature of the Services that enables collaboration, remixing, or other shared creative use (the “Collaboration Features”), Customer authorizes Bovo to make the applicable User Content available to the Authorized Users and other authorized participants in such Collaboration Feature. Customer grants those participants a non-exclusive, worldwide, royalty-free license to access, use, adapt, modify, share, and distribute Customer’s User Content solely within the scope of the Services and solely for the purposes for which the Collaboration Features were provided.

6.4 Catalogue Music. Bovo retains all right, title, and interest in and to Catalogue Music. Bovo grants Customer and its Authorized Users (if any) a non-exclusive, non-transferable, non-sublicensable right and license to use, adapt, modify, and perform Catalogue Music solely for Customer’s personal use (if Customer is an individual) or internal business purposes (if Customer is an entity) within the functionality of the Services, including to use Catalogue Music as an input for the AI Features (defined below). If Customer has entered into a Catalogue Agreement, the rights granted in the Catalogue Agreement apply in addition to the foregoing. This license does not grant any right to use Catalogue Music as a standalone work outside the Services. Customer’s ownership and exploitation of Output generated using Catalogue Music are governed by Sections 3.2 and 3.3, but do not transfer any rights in the underlying Catalogue Music. Any streaming or public performance of Catalogue Music requires a Catalogue Subscription under a Catalogue Agreement as described in Section 2.2, and any other broadcast, distribution, synchronization, or use of Catalogue Music outside the Services, including as part of Output, requires a Distribution License as described in Section 3.3; absent such Catalogue Agreement or Distribution License, as applicable, Customer has no right to broadcast, publicly perform, stream, distribute, sell, or otherwise use Catalogue Music outside the Services.

6.5 Customer Must Have Rights to the User Content Customer Upload; User Content Representations and Warranties. Customer must not upload User Content unless Customer owns or is fully authorized to grant rights in all of the elements of that User Content, including content supplied by an Authorized User or other contributor. Bovo disclaims any and all liability in connection with User Content. Customer is solely responsible for Customer’s and its Authorized Users’ User Content and the consequences of providing User Content through the Services. By providing User Content via the Services, Customer represents and warrants that Customer is the creator or owner of the User Content, or has all necessary licenses, rights, consents, and permissions to authorize Bovo to use Customer’s User Content as necessary to provide the Services and perform its obligations under this Agreement. Bovo may rely on this warranty and may suspend or remove material that reasonably appears to violate applicable law or third-party rights.

6.6 Usage Data. Bovo may generate aggregate, deidentified data from Customer’s use of the Services and User Content (“Usage Data”) and use it to operate, improve and support the Services and for other lawful business purposes, including benchmarking and reports. Any use or disclosure of Usage Data will not identify Customer or any individual person.

7. Customer Responsibilities

Customer is responsible for its and its Authorized Users’ compliance with this Agreement and applicable law. Customer shall not, and shall not permit any Authorized User or other person acting through Customer’s account to:

7.1 use the Services for any illegal purpose or in violation of any local, state, national, or international law;

7.2 violate, infringe, or misappropriate any third-party intellectual property, privacy, publicity, confidentiality, or other right, including by uploading material for which Customer does not have the necessary rights to do so;

7.3 interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Services;

7.4 interfere with the operation of the Services or any other Customer’s or Authorized User’s use of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement through the Services; (iii) collecting personal information about any person without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services;

7.5 use the Services to send unauthorized advertisements, promotional content, or spam to any person;

7.6 use the Services to upload, remix, or share content that violates applicable law or Bovo’s reasonable security or safety policies, including profane, sexually explicit, violent, defamatory, or otherwise unlawful or harmful content;

7.7 engage in or promote harassment, discrimination, hate speech, or abusive behavior through the Services, including behavior based on race, gender, religion, nationality, disability, or other protected characteristics;

7.8 perform any fraudulent activity, including impersonating Bovo, Customer, an Authorized User, or any other person or entity, or engaging in deceptive practices;

7.9 remove, alter, or cover any copyright notices or other proprietary rights notices placed on or in any part of the Services or Site Content;

7.10 use any bot, crawler, spider, or other automated script or software to scrape or build a database from the Services;

7.11 use the Services or any Site Content, including Catalogue Music, for the purpose of training any artificial intelligence system or model, or building any database;

7.12 use the Services or Site Content to create any competing product, service, or database; or

7.13 attempt to do any of the acts described in this Section 7 or assist or permit any person in engaging in any of the acts described in this Section 7.

8. AI Terms and Disclaimers

8.1 Responsible Use. For purposes of this Agreement, “AI Features” means any features and/or functionality of the Services powered by artificial intelligence, including machine learning or generative artificial intelligence. Customer and its Authorized Users agree to use the AI Features in compliance with all applicable laws, statutes, and regulations.

8.2 Disclaimers Regarding AI; Limited Representation. Bovo represents that, to its knowledge as of the date Output is generated, such Output does not incorporate copyrighted material owned by third parties, other than material derived from Customer’s User Content, inputs, or Catalogue Music. Notwithstanding the foregoing representation, due to the nature of the AI Features, Bovo does not guarantee that any Output will be unique; due to the nature of generative AI, substantially similar Outputs may be generated for other customers of the Services. Customer acknowledges that, while Section 3.2 assigns to Customer the rights Bovo may have in Output, it does not establish that Output is copyrightable or free of rights held by other participants in Collaboration Features or third parties, and Customer’s exploitation of Output remains subject to those underlying rights. Customer is responsible for reviewing and verifying Outputs before use, obtaining any permissions required for Customer’s intended use, and ensuring that any distribution, licensing, or commercialization of Output complies with applicable law and third-party rights.

8.3 Exclusive Remedy for Output. If Customer (a) is enjoined from using any Output, (b) receives a bona fide written complaint from a third party alleging that Output infringes such third party’s intellectual property rights, or (c) otherwise reasonably believes that Output infringes a third party’s intellectual property rights and Bovo reasonably concurs, then Customer may, as its sole and exclusive remedy for any breach of Bovo’s representation in the first sentence of Section 8.2, terminate this Agreement immediately upon written notice to Bovo and receive (i) a pro-rata refund of any prepaid Fees for the unused portion of the then-current Subscription Period, and (ii) a refund of the Fees attributable to the month(s) in which the allegedly infringing Output was generated.

9. Copyright Takedown Notices

Bovo takes allegations of copyright infringement on the Websites and Services seriously. Any person who believes that his or her work has been copied in a manner that constitutes copyright infringement should follow the procedures set forth below:

9.1 Notices of Alleged Infringement for Content Made Available on the Websites. A copyright owner, or a person authorized to act on behalf of one or under any exclusive right under copyright, may report alleged copyright infringements taking place on or through the Websites or Services by sending a notice ("Infringement Notice") to Bovo’s copyright agent designated below (“Designated Agent”). In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the Infringement Notice must include substantially the following:

(a) the complaining party’s physical or electronic signature;

(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit Bovo to locate that material;

(d) information reasonably sufficient to permit Bovo to contact the complaining party, such as an address, telephone number, or e-mail;

(e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(f) a statement that the information in the notification is accurate; and

(g) a statement, under penalty of perjury, that the complaining party is authorized to act on behalf of the copyright owner.

The Infringement Notice, with all items completed, must be delivered to Bovo’s Designated Agent:

Copyright Manager

Bovo Music, Inc.

20289 Stevens Creek Blvd PMB 1145

Cupertino, CA 95014

Phone: 4083598648

Email: hello@bovo.ai Failure to include all of the items (a) – (g) above in an Infringement Notice may result in the Infringement Notice being ineffective under the DMCA.

9.2 Counter Notifications. If Customer receives a notification from Bovo that content made available by Customer on the Websites or Services has been the subject of an Infringement Notice, then Customer will have the right to provide Bovo with a counter notification (“Counter Notice”) by submitting written notification to Bovo’s Designated Agent above. To be effective, Customer’s Counter Notice must be in writing and include substantially the following information:

(a) Customer’s physical or electronic signature;

(b) an identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;

(c) adequate information by which Bovo can contact Customer (including Customer’s name, postal address, telephone number, and, if available, email address);

(d) a statement under penalty of perjury by Customer that Customer has a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

(e) a statement that Customer will consent to the jurisdiction of the Federal District Court for the judicial district in which Customer’s address is located (or if Customer resides outside the United States, for any judicial district in which the Websites may be found) and that Customer will accept service from the person (or an agent of that person) who provided Bovo with the complaint at issue.

9.3 Reposting of Content by Bovo. If Customer submits a Counter Notice to Bovo in accordance with the above, then Bovo will promptly provide the person who provided the original Infringement Notice a copy of Customer’s Counter Notice and inform that person that, as is permitted by the DMCA, Bovo will replace the removed content if that person does not file a court action against Customer to restrain posting of the allegedly infringing content by Customer on the Websites or Services within 10 business days following receipt of the Counter Notice.

9.4 False Notifications. Under 17 U.S.C. §512(f), any person who knowingly misrepresents in an Infringement Notice or Counter Notice that material is infringing, or was removed or disabled by mistake, may be subject to damages (including attorneys’ fees and costs). Bovo reserves the right to seek damages against any party that submits an Infringement Notice or Counter Notice in violation of law.

9.5 Repeat Infringers. Bovo will terminate the accounts of users that Bovo determines to be repeat infringers.

10. Modification of These Terms

Bovo may, from time to time, change these Terms. Customer should check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to Customer of the revisions unless otherwise stated. Bovo may require that Customer accept modified Terms in order to continue to use the Services. If Customer does not agree to the modified Terms, then Customer should discontinue its use of the Services. Except as expressly permitted in this Section 10, these Terms may be amended only by a written agreement signed by authorized representatives of the Parties.

11. Confidential Information

From time to time during the Term, Bovo may disclose or make available to Customer information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to Customer at the time of disclosure; (c) rightfully obtained by Customer on a non-confidential basis from a third party; or (d) independently developed by Customer. Customer shall not disclose Confidential Information to any person or entity, except to Customer's employees, consultants, contractors, and professional advisers (as applicable) who have a need to know the Confidential Information for Customer to exercise its rights or perform its obligations hereunder and who are bound by confidentiality obligations at least as protective as those in this Agreement. Notwithstanding the foregoing, Customer may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided Customer shall first have given written notice to Bovo, to the extent legally permitted, and made a reasonable effort to obtain a protective order; or (ii) to establish Customer's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, Customer shall promptly return to Bovo all copies, whether in written, electronic, or other form or media, of Confidential Information, or destroy all such copies, except for copies retained in routine backup systems or as required by law.

12. Term, Termination, and Modification of the Services

12.1 Term. These Terms are effective beginning when Customer accepts these Terms or first downloads, installs, accesses, or uses the Services, and continue until terminated as described in this Section 12 (the “Term”). Each Subscription Service will continue for the applicable Subscription Period and renew as described in Section 4.5. Customer may terminate its account and these Terms at any time by following the instructions on its account page or contacting Bovo at hello@bovo.ai; if Customer has an active Subscription Service, termination will take effect at the end of the then-current Subscription Period unless Customer requests earlier termination.

12.2 Termination for Breach; Suspension. Either Party may terminate this Agreement if the other Party breaches any provision hereof and fails to cure such breach no later than thirty (30) days after receiving written notice of default from the non-breaching Party. Bovo may suspend Customer’s or its Authorized Users’ access to any affected Service or product subscription if Customer violates any provision of this Agreement applicable to that Service or product, or if Bovo reasonably determines that suspension is necessary to protect the security or integrity of the Services or to comply with applicable law; any such suspension will continue until the underlying cause is cured or otherwise resolved.

12.3 Termination for Convenience. Bovo may terminate this Agreement or any affected Subscription Service for convenience upon sixty (60) days’ prior written notice to Customer. In the event Bovo terminates without Customer’s breach, Bovo will refund to Customer a pro-rata portion of any prepaid Fees for the unused portion of the affected Subscription Period.

12.4 Effect of Termination. Upon termination of this Agreement or an applicable Subscription Service: (a) the affected Subscription Period will immediately terminate; (b) Customer’s license rights to access and use the affected Services will terminate and Customer must immediately cease all use of those Services, except that Bovo may permit a reasonable wind-down period for Customer to retrieve User Content and Output; (c) Customer will no longer be authorized to access Customer’s account or the affected Services, as applicable; (d) Customer must pay Bovo any unpaid amount that was due prior to termination; and (e) all payment obligations accrued prior to termination and Sections 2.3, 2.4, 3, 6, 7, 8.2, 8.3, 11, 12.4, 13, 14, 15, 16, and 17 will survive, to the extent applicable. Customer is solely responsible for retaining copies of any User Content and Output Customer posts to or generates through the Services. If Customer’s account or a Subscription Service has been terminated for a breach of this Agreement, Customer may not circumvent that termination by creating another account or permitting an unauthorized person to access the Services.

12.5 Modification of the Services. Bovo may modify or discontinue all or any portion of the Services from time to time, including by limiting or discontinuing features, temporarily or permanently. Bovo will not materially reduce the core functionality of the Services during the then-current Subscription Period in a manner that materially impairs Bovo’s express warranties in Section 14, except for temporary changes required for maintenance, security, compliance with applicable law, or prevention of harm. Bovo will provide reasonable advance notice of any material adverse modification where practicable. If Bovo permanently discontinues a Subscription Service purchased by Customer or materially reduces the core functionality of the Services in a manner described above, Customer may terminate the affected Subscription Service and Bovo will refund any prepaid Fees for the unused portion of the affected Subscription Period. Customer should retain copies of User Content and Output so that Customer has permanent copies if access to the Services changes.

13. Indemnity

Customer shall defend Bovo, its affiliates, and their respective officers, directors, employees, and agents (collectively, the “Bovo Indemnitees”) against any third-party claim arising from or relating to (a) Customer’s User Content, inputs, or other materials; (b) Output generated by Customer or its Authorized Users through the AI Features, including any claim that Output infringes or misappropriates a third party’s intellectual-property rights; (c) Customer’s or an Authorized User’s misuse of the Services or Catalogue Music; (d) Customer’s breach of this Agreement; or (e) Customer’s violation of applicable law or a third party’s rights, and shall indemnify the Bovo Indemnitees against damages, judgments, settlements, and reasonable attorneys’ fees finally awarded or agreed in settlement of that claim.

14. Warranties; Disclaimers

14.1 Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has full power, authority, and legal capacity to enter into this Agreement and perform its obligations under this Agreement; (b) if such Party is an entity, the individual accepting this Agreement on its behalf is authorized to do so; and (c) its acceptance and performance of this Agreement will not violate any other agreement by which it is bound.

14.2 Customer Representations and Warranties. Customer represents and warrants that: (a) Customer and its Authorized Users (if any) will use the Services in compliance with this Agreement and applicable law; (b) Customer has and will maintain all rights, licenses, consents, and permissions necessary for Bovo to use User Content and other materials provided by or on behalf of Customer as permitted under this Agreement; and (c) Customer’s User Content, inputs, instructions, and use of the Services will not infringe, misappropriate, or otherwise violate any third party’s rights.

14.3 Bovo Limited Warranties. Bovo represents and warrants that: (a) during the applicable Subscription Period, the Services will perform in all material respects in accordance with the documentation Bovo makes generally available for the Services; (b) Bovo will provide the Services in a professional and workmanlike manner and in material compliance with applicable laws governing Bovo’s provision of the Services; (c) Bovo has the rights necessary to grant the licenses and access rights expressly granted by Bovo under this Agreement; (d) Bovo will not knowingly introduce into the Services any virus, Trojan horse, worm, or other malicious code designed to damage, disrupt, or obtain unauthorized access to Customer’s systems or data; and (e) Bovo will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect User Content against unauthorized access, use, or disclosure.

14.4 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 14 AND SECTION 8.2, NEITHER PARTY MAKES ANY OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. BOVO DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY SITE CONTENT OR OTHER CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND BOVO DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. BOVO DOES NOT WARRANT THAT USE OF THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT OR OUTCOME.

14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE SERVICES OR BOVO OR ANY SITE CONTENT OR OTHER CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF BOVO OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. BOVO IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES OR CUSTOMER’S DEALINGS WITH ANY THIRD PARTY THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER USES ANY PORTION OF THE SERVICES AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT BOVO IS NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

14.6 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 14 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Bovo does not disclaim any warranty or other right that Bovo is prohibited from disclaiming under applicable law.

15. Limitation of Liability

15.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BOVO, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE “BOVO ENTITIES”) BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS) ARISING OUT OF OR RELATING TO CUSTOMER’S ACCESS TO OR USE OF, OR CUSTOMER’S INABILITY TO ACCESS OR USE, THE SERVICES OR ANY SITE CONTENT OR OTHER CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY BOVO ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

15.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE BOVO ENTITIES TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT CUSTOMER HAS PAID TO BOVO FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.

15.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. Dispute Resolution and Arbitration

16.1 Bovo will try to work in good faith to resolve any issue Customer has with the Services, including any products or services ordered or purchased through the Services, if Customer brings that issue to the attention of Bovo’s customer service department. However, Bovo realizes that there may be rare cases where Bovo may not be able to resolve an issue to Customer’s satisfaction.

16.2 CUSTOMER AND BOVO ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT CUSTOMER WOULD HAVE IF CUSTOMER WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

16.3 ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND BOVO ARISING FROM OR RELATING IN ANY WAY TO THESE TERMS OR CUSTOMER’S USE OF THE SERVICES WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

16.4 Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The arbitration will be administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules, if Customer is an individual using the Services for personal purposes, or its Commercial Arbitration Rules, if Customer is an entity. Customer agrees that, by agreeing to these Terms, the Federal Arbitration Act will govern the interpretation and enforcement of this section.

16.5 The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the Parties and may be entered as a judgment in any court of competent jurisdiction.

16.6 If Customer seeks arbitration or elects to file a small claims court action, Customer must first send Bovo, by certified mail, a written notice of its claim (a “Dispute Notice”) to Bovo Music, Inc., Attn: Legal, 20289 Stevens Creek Blvd PMB 1145, Cupertino, CA 95014. If Bovo initiates the arbitration, it will send such Dispute Notice to Customer in accordance with this section. A Dispute Notice, whether sent by Customer or Bovo, must: (a) describe the nature and basis of the claim or dispute; and (b) describe the specific relief sought. If Customer and Bovo do not reach an agreement to resolve the claim within 30 days after the Dispute Notice is received, Customer or Bovo may commence an arbitration proceeding or file a claim in small claims court. The arbitration or small claims court proceeding will be limited solely to Customer’s individual dispute or controversy.

16.7 Customer agrees to an arbitration on an individual basis. In any dispute, neither Customer nor Bovo will be entitled to join or consolidate claims by or against other customers in court or in arbitration or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

16.8 This arbitration clause shall survive the termination of these Terms. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be as set forth in Section 17.10.

17. Miscellaneous

17.1 Entire Agreement. This Agreement, including the Privacy Policy and any other policies or terms expressly incorporated by reference, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous proposals, understandings, and communications concerning that subject matter. Any Catalogue Agreement or Distribution License is governed by its own terms as described in Sections 2.2 and 3.3.

17.2 Assignment. Customer may not assign or transfer this Agreement or its rights under this Agreement, in whole or in part, by operation of law or otherwise, without Bovo’s prior written consent, except that an entity Customer may assign this Agreement to a successor in connection with a merger, acquisition, change of control, or sale of all or substantially all of its assets or equity. Bovo may assign this Agreement at any time without notice or consent. Subject to the foregoing, this Agreement is binding upon and benefits the Parties and their respective permitted successors and assigns.

17.3 Waiver. The failure by either Party to require performance of any provision will not affect that Party’s right to require performance at any other time after that, nor will a waiver by either Party of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself.

17.4 Severability. If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

17.5 Notices. Bovo may provide notices, requests, and other communications under this Agreement (each, a “Notice”) to Customer by email to the address associated with Customer’s account, through the Services, or by posting on the Websites, and such Notices are effective when sent or posted. Customer must provide Notices to Bovo in writing by email to hello@bovo.ai or by mail to Bovo Music, Inc., 20289 Stevens Creek Blvd PMB 1145, Cupertino, CA 95014, and such Notices are effective upon receipt by Bovo. Customer is responsible for keeping its account email address current.

17.6 Notice to California Residents. If Customer is a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

17.7 No Support. Bovo is under no obligation to provide support for the Services. In instances where Bovo may offer support, the support will be subject to published policies.

17.8 International Use. The Services are intended for visitors located within the United States. Bovo makes no representation that the Services are appropriate or available for use outside of the United States. Access to the Services from countries or territories or by individuals where such access is illegal is prohibited.

17.9 Amendment and Modification. Except as set forth in Section 10, no amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

17.10 Governing Law. This Agreement is governed by the laws of the State of California without regard to conflict of law principles. For any claims not subject to binding arbitration under Section 16 above, Customer and Bovo submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California for resolution of any lawsuit or court proceeding permitted under this Agreement.

17.11 Consent to Electronic Communications. By using the Services, Customer consents to receiving electronic communications from Bovo, as further described in the Privacy Policy. Customer agrees that any notices, agreements, disclosures, or other communications that Bovo sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing, and that Customer’s electronic acceptance of these Terms has the same legal effect as a handwritten signature.

17.12 Notice Regarding Apple. This Section 17.12 only applies to the extent Customer or any Authorized User is using the App on an iOS device. Customer acknowledges that these Terms are between Customer and Bovo only, not with Apple Inc. (“Apple”), and Apple is not responsible for the App, the Site Content, or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the App. If the App fails to conform to any applicable warranty, Customer may notify Apple, and Apple will refund any applicable purchase price for the App to Customer. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the App. Apple is not responsible for addressing any claims by Customer or any third party relating to the App or Customer’s possession and/or use of the App, including: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the App and/or Customer’s possession and use of the App infringe a third party’s intellectual property rights. Customer agrees to comply with any applicable third-party terms when using the App. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon Customer’s acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against Customer as a third-party beneficiary of these Terms. Customer represents and warrants that: (a) it is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) it is not listed on any U.S. Government list of prohibited or restricted parties.