Terms & Conditions

1. Definitions and Interpretation

In these Terms and Conditions ("T&C"), unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

1. "Account" means the registered account created by a User to access and use the Platform.
2. "AI Features" means the artificial intelligence and machine learning-powered tools and features available on the Platform, including but not limited to generating audio samples, suggesting lyric edits, generating MIDI patterns, and suggesting contextual next-steps.
3. "Collaborative Content" means any User Content created jointly by two or more Users through the real-time collaboration features of the Platform.
4. "Content" means all text, audio, music, lyrics, images, graphics, data, information, and other materials available on or through the Platform, including User Content and Riffle Content.
5. "Intellectual Property Rights" means all patents, copyrights, moral rights, rights of publicity, trademarks, trade dress, service marks, trade names, trade secrets, proprietary rights, and all other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing, anywhere in the world.
6. "Platform" means the Riffle music creation platform, including the website at https://www.riffle.studio, the application at https://app.riffle.studio, and all associated tools, features, software, APIs, and services.
7. "Riffle" means Riffle Studio Private Limited, a company incorporated under the laws of India, and its affiliate Riffle, Inc., a corporation organized under the laws of the United States, and their respective successors and assigns.
8. "Riffle Content" means all content owned by or licensed to Riffle, including the Platform's software, code, algorithms, user interface, design elements, documentation, trademarks, and other proprietary materials.
9. "Subscription" means any paid plan or tier offered by Riffle that grants access to premium features of the Platform.
10. "User" or "You" means any individual or entity that accesses or uses the Platform, whether or not they have created an Account.
11. "User Content" means any content created, uploaded, recorded, submitted, posted, or otherwise made available by a User through the Platform, including audio recordings, musical compositions, lyrics, annotations, and project files.

2. Acceptance of Terms

By accessing, browsing, or using the Platform in any manner, you agree to be bound by these T&C. These T&C are to be read in conjunction with the Terms of Service and Privacy Policy published on the Platform. In the event of any conflict or inconsistency between these T&C and the Terms of Service, the Terms of Service shall prevail to the extent of such conflict.

3. Use of the Platform

4. Intellectual Property

5. Copyright Infringement and Takedown Procedures

Riffle respects the Intellectual Property Rights of others and expects its Users to do the same. In accordance with the Information Technology Act, 2000, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and the DMCA (17 U.S.C. § 512), Riffle will respond to notices of alleged copyright infringement that comply with applicable law.

If you believe that your copyrighted work has been copied in a way that constitutes infringement on the Platform, please provide a written notice to our designated agent at anurag@riffle.studio containing: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the material on the Platform that is claimed to be infringing, with sufficient detail to enable Riffle to locate it; (c) your contact information; (d) a statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; (e) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner; and (f) your physical or electronic signature.

Riffle reserves the right to remove any User Content that it believes, in its sole discretion, infringes the Intellectual Property Rights of any third party, and to terminate the accounts of repeat infringers.

6. Subscription and Payment Terms

7. Privacy and Data Protection

Your use of the Platform is also governed by our Privacy Policy, which is incorporated herein by reference. Please review the Privacy Policy carefully to understand our practices regarding the collection, use, and disclosure of your personal information. By using the Platform, you consent to the collection and use of your information in accordance with the Privacy Policy.

8. Third-Party Services and Links

The Platform may integrate with, link to, or allow the embedding of content from third-party services, websites, or platforms. These third-party services are not under Riffle's control, and Riffle is not responsible for the content, policies, or practices of any third-party service. Your use of third-party services is subject to the terms and conditions of those third parties. Riffle does not endorse and shall not be liable for any third-party services accessed through the Platform.

9. Confidentiality

You acknowledge that, in the course of using the Platform, you may have access to information that is confidential or proprietary to Riffle, including but not limited to product roadmaps, beta features, technical specifications, and business plans ("Confidential Information"). You agree to hold all Confidential Information in strict confidence and not to disclose, reproduce, or use such information for any purpose other than as necessary for your use of the Platform, without Riffle's prior written consent.

10. Data Portability and Export

Subject to applicable law, you may request export of your User Content from the Platform by contacting us at anurag@riffle.studio. Riffle will make commercially reasonable efforts to provide your User Content in a commonly used, machine-readable format within a reasonable timeframe. This provision shall not be construed to require Riffle to disclose any proprietary algorithms, technology, or Riffle Content.

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL CONTENT, FEATURES, AND SERVICES PROVIDED THROUGH THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RIFFLE DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR THAT THE RESULTS OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RIFFLE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM. RIFFLE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE T&C OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO RIFFLE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (USD 100) OR TEN THOUSAND INDIAN RUPEES (INR 10,000), AS APPLICABLE.

13. Indemnification

You shall indemnify, defend, and hold harmless Riffle and its affiliates, and their respective directors, officers, employees, agents, and representatives from and against any and all claims, actions, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of these T&C; (b) your User Content; (c) your use of the Platform; (d) your violation of any applicable law, rule, or regulation; or (e) your infringement or violation of any third party's rights.

14. Governing Law and Jurisdiction

For Users domiciled in India, these T&C shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with these T&C shall be subject to the exclusive jurisdiction of the courts in Bangalore, Karnataka, India. Notwithstanding the foregoing, Riffle and the User may mutually agree to submit any dispute to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended, with the seat of arbitration in Bangalore, Karnataka, India, and the language of arbitration being English.

For Users domiciled in the United States, these T&C shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws provisions. Any dispute arising out of or in connection with these T&C shall be resolved by binding arbitration under the rules of the American Arbitration Association, with the seat of arbitration in Denver, Colorado. Class action waiver provisions as set forth in the Terms of Service shall apply.

For Users domiciled outside India and the United States, these T&C shall be governed by the laws of the United States, and the courts of Denver, Colorado shall have jurisdiction.

15. Miscellaneous

1. Entire Agreement. These T&C, together with the Terms of Service, Privacy Policy, and any other agreements or policies referenced herein, constitute the entire agreement between you and Riffle regarding the subject matter hereof.
2. Severability. If any provision of these T&C is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
3. Waiver. No waiver by Riffle of any term or condition set forth in these T&C shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.
4. Assignment. You may not assign or transfer any rights or obligations under these T&C without the prior written consent of Riffle. Riffle may freely assign these T&C and its rights and obligations hereunder.
5. Force Majeure. Riffle shall not be liable for any failure or delay in performance of its obligations under these T&C caused by circumstances beyond its reasonable control, including natural disasters, acts of God, war, terrorism, riots, embargoes, government sanctions, pandemics, epidemics, strikes, telecommunication failures, power failures, cyberattacks, or internet service disruptions.
6. Notices. Riffle may provide notices to you via email, posting on the Platform, or other reasonable means. Notices to Riffle should be sent to anurag@riffle.studio.
7. No Third-Party Beneficiaries. These T&C are for the sole benefit of you and Riffle and do not confer any rights or remedies on any third party.
8. Headings. The headings in these T&C are for convenience only and shall not affect the interpretation of the terms contained herein.

16. Amendments

Riffle reserves the right to modify these T&C at any time. The updated T&C will be posted on the Platform with the revised Effective Date and Last Updated date. Your continued use of the Platform after the posting of the updated T&C constitutes your acceptance of such modifications. We recommend that you review these T&C regularly.

17. Contact Information

For any questions or concerns about these T&C, please contact:

© Riffle Studio Private Limited & Riffle Inc. All rights reserved.