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Lyric (“Lyric,” “we,” “us,” “our”) operates the website https://www.lyric.ai/, all underlying software (or is the licensee), and any sites we have now or in the future that reference these Terms of Use (“Terms”) (collectively the "Site"). Before taking advantage of the many useful services offered here, please take a minute to ensure that you understand these Terms which govern your access to and use of the Site.

IMPORTANT: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION IN THE “DISPUTES AND GOVERNING LAW” SECTION BELOW THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND LYRIC ARE EACH GIVING UP RIGHTS TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND.

WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: WHILE THERE ARE IMPORTANT POINTS THROUGHOUT THESE TERMS, PLEASE NOTE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS ON LYRIC’S LIABILITY ARE SET FORTH IN THE “NO WARRANTIES” AND “LIMITATION OF LIABILITY” SECTIONS BELOW.

Acceptance of Terms

By accessing or using the Site (including all content and functionality), you agree to be bound by these Terms. If you do not agree with any of these Terms, please do not access or use the Site. If you access or use the Site on behalf of an employer, customer, organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and references to “you” include both you and that entity. Please note that the Lyric Privacy Notice, posted at lyric.ai/privacy-notice describes our current practices regarding what information we collect, how we gather and use the information, our practices for protecting and disclosing information, and the options you have regarding your information. Lyric reserves the right, in our sole discretion, to make updates or changes to the Site and these Terms at any time. The legend above indicates when these Terms were effective and/or last changed. All changes are effective upon posting to the Site. Continued use of the Site following the posting of revised terms will indicate your acknowledgment and agreement to be bound by the revised Terms. For this reason, we encourage you to review these Terms whenever you use our Site. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages of this Site or in other written agreements or “Purchase Terms and Conditions” you may enter into with Lyric.

Age Restrictions

This Site is a general audience site. Lyric does not intend that any portion of the Site will be accessed or used by children under the age of 16, and such use is prohibited. We do not knowingly collect information from children under the age of 16. If we discover that we have inadvertently collected information from anyone younger than the age of 16, we will delete it.

Intellectual Property

All right, title, and interest in and to the Site and its content, features, and functionality, including, but not limited to, products, information, materials, text, graphics, photographs, illustrations, videos, displays, images, audio, music, button icons, data compilations, files, software, other works of authorship, and the design, selection, arrangement, and compilation thereof (collectively "Content"), and all intellectual property rights in the Site, are retained by Lyric, our affiliates, our partners or our licensors, and are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. No right, title or interest in or to the Site is transferred to you, and all rights not expressly granted are reserved by Lyric. Except as expressly provided in these Terms, you are expressly prohibited from copying, selling, assigning, licensing, renting, reproducing, distributing, modifying, disassembling, decompiling, reverse engineering, creating derivative works of, publicly displaying, publicly performing, marketing, downloading, storing, transmitting, disclosing, or otherwise exploiting any part of the Site or any Content available on or through the Site without the express prior consent of Lyric. You may use information on our products and services purposely made available by Lyric for downloading from the Site, provided that you (1) do not remove or alter any copyright, trademark, or other proprietary rights notice in any and all copies of Content from the Site; (2) make no modifications to any Content or copies of any Content from our Site; (3) do not use any pictures, photographs, illustrations, video or audio sequences or any graphics separately from the accompanying text; (4) do not make any additional representations or warranties relating to such information; (5) otherwise access or use any part of the Site, or any Content available on or through the Site, for any purpose other than personal use and consumption.

Except as set forth in this Section, if you access or use, or provide any other individual with access, to any part of the Site in breach of these Terms, your right to use the Site will terminate immediately and you must, at our option, return or destroy any copies of the Content you made. Lyric also reserves the right to terminate your authorization to use any services available on or through the Site and any related accounts immediately and at any time if you breach or threaten to breach these Terms. The trademarks, logos, service marks, and product marks displayed on the Site are the registered and unregistered marks of Lyric, our affiliates or related companies, our partners, or our licensors, and are protected by U.S. and international trademark laws. All other trademarks not owned by us, our affiliates or related companies, our partners or our licensors that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

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Digital Millennium Copyright Act ("DMCA") Takedown Notifications

Lyric respects the intellectual property rights of others. If you believe that your work has been copied, posted, stored, or otherwise transmitted using the Site in a way that constitutes copyright infringement, please provide the following information pursuant to the DMCA to the designated agent listed below:

• an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
• a clear and complete description of the copyrighted work that you claim has been infringed; a clear and complete description of the material on the Site that you claim to be infringing and a sufficient description of where the material can be located to enable Lyric to find and remove it;
• sufficient information to contact you, such as your address, telephone number, and email address;
• a statement by you that you have 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; and
• a statement by you, made under penalty of perjury, that the information in your notification is accurate and that you are the owner, or an agent authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

The designated agent for claims of copyright infringement may be reached at:

e-mail: [email protected]‍

Postal Address:

Lyric
333 Commerce St.
Suite 1400
Nashville, TN 37201

Please reference: “DMCA Copyright Takedown” in your correspondence.

Accuracy of Information

We try to provide complete, accurate, up-to-date Content on our Site. Unfortunately, it is not possible to ensure that any website is completely free of human or technological errors. Notwithstanding our best efforts, our Site may contain typographical inaccuracies, mistakes, or omissions, some of which may relate to pricing and availability, and some Content may not be complete or current. As a result, we do not warrant, nor are we responsible for, the accuracy, reliability, completeness, or usefulness of the Content available on or through our Site. We also have made every effort to display as accurately as possible the colors, sizes, and shapes of any products that appear on our Site. However, we cannot guarantee that your computer monitor’s display of any product will be accurate. Pictures, photographs, images, videos, and graphics on our Site are for illustration-purposes only. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination and acceptance by the entity providing such products or services and the provision of such products or services is not an obligation of or guaranteed by Lyric unless Lyric is identified as the entity providing such products or services. The Content presented on or through our Site is made available solely for informational purposes. The Site has been designed to provide general information about Lyric, its products and solutions and related information.

The Site is not intended to provide investment or medical advice, nor does it provide instruction on the appropriate use of products or solutions produced, supplied or under development by Lyric, its affiliates, related companies, or its licensors, business partners, or other companies. Any reliance you place on Content available on or through our Site is strictly at your own risk and we are not liable or responsible for any reliance place on our Site’s Content. All users of the Site agree that all access and use of the Site, and any and all Content presented on the Site, is at the user’s own risk. We reserve the right to correct any errors, inaccuracies or omissions, and to discontinue, add to, modify, upgrade, or replace all aspects of the Site in our sole discretion and without notice. In particular, we reserve the right in our sole discretion to modify, supplement, discontinue, or remove any Content appearing on or transmitted through the Site. We also reserve the right to adjust prices, products and any special offers at any time at our sole discretion.

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Prohibited Uses of Site

When using the Site, you agree not to: (i) Disrupt, damage, interfere with, violate the security of, or attempt to gain unauthorized access to, the Site or any computer network; (ii) Circumvent any technological measure implemented by Lyric or any of our providers or any other third party (including another user of the Site) to protect the Site;(iii) Use our Site in any manner that could disable, overburden, damage, or impair our Site or interfere with any other party’s use of our Site, including their ability to engage in real time activities through our Site; (iv) Upload, transmit, distribute, or run any computer virus, worm, Trojan horse, logic bomb, or any computer code or other material that could harm or alter a computer, portable device, computer network, communication network, data, the Site, or any other system, device or property; (v) Use any software robots, spiders, crawlers, or other automatic device, process or means to access our Site for any purpose, including monitoring or copying any Content on our Site; or scraping, using, copying, downloading, or otherwise collecting any Content or other data from the Site for the purpose of training, developing, testing, fine-tuning, grounding, or improving any machine learning, artificial intelligence, large language model, or similar technology; (vi) Transmit, or cause the sending of any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation; (vii) Attempt, in any manner, to obtain the password, account, credentials, or other security information from any other user; or jeopardize the security of your account or anyone else’s account (for example, by allowing another individual to login to the Site as you); (viii) Impersonate or attempt to impersonate Lyric, a Lyric employee, another Site user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); (ix) Use our Site in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); (x) Send, knowingly receive, upload, download, use or re-use any Content that does not comply with the standards and requirements set out in these Terms; (xi) Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Site, or which, as determined by us, may harm us or users of our Site or expose them to liability; or (xii) Otherwise attempt to interfere with the proper working of our Site.

User Submissions

While we welcome your inquiries or feedback, Lyric does not accept or consider unsolicited ideas, including without limitation ideas for new marketing ideas, new products, solutions or technologies, or new product names. Please do not send any such unsolicited ideas. Our Site may contain certain interactive features or services that allow users like you to post, upload, publish, display, transmit, or submit (this activity is referred to as “Post”) comments, suggestions, feedback, ideas, materials, comments, communications, information, or other Content on or through the Site (collectively “User Submissions”). Any and all User Submissions will be treated as non-proprietary and non-confidential. By Posting any User Submission, you grant Lyric and our partners, and each of their and our respective licensees, successors and assigns a royalty-free, perpetual, irrevocable, world-wide, sub-licensable license to access, copy, modify, adapt, reproduce, redistribute, publish, create derivative works from, compile, arrange, display, disclose, or otherwise make use of User Submissions in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, for any purpose and in any way without due compensation to you. Lyric may sublicense its rights through multiple tiers of sublicenses. Lyric does not waive any right to use similar ideas previously known to us or developed by us. If you Post a User Submission, you represent and warrant that you own or otherwise control the rights to such a User Submission and have the right to grant the license above to us and any of our business associates, any licensees, and any successors and assigns. You agree that you will not Post any User Submission of any type that infringes or violates any rights of any party or otherwise does not comply with these Terms.

You may not use false identifying information or contact information, impersonate any person or entity, or otherwise mislead us as to the origin of any User Submission. You understand and acknowledge that you are solely responsible for any User Submission you Post, and you have full responsibility for such Submission, including its legality, reliability, accuracy and appropriateness. We are not liable for the content or accuracy of any User Submission Posted by you or any other user of our Site.

Unless Lyric expressly provides a secure mechanism for the submission of such information and expressly authorizes you to submit it, you must not submit, transmit, upload, or otherwise provide to Lyric through the Site, any AI Feature, or any public-facing or general contact functionality: (a) protected health information or other health information subject to HIPAA or similar health privacy laws; (b) Social Security numbers, driver’s license numbers, passport numbers, financial account information, payment card information, or other government-issued identifiers; (c) sensitive personal information, including information concerning race or ethnic origin, religious or philosophical beliefs, political opinions, trade union membership, genetic or biometric information, sexual orientation, or criminal history; or (d) confidential, proprietary, or trade secret information of any person or entity. You are solely responsible for ensuring that you have all rights, consents, permissions, and authorizations necessary to submit any information to Lyric through the Site, and Lyric is not responsible for any information submitted in violation of this section.

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Your Account

If you use the Site, you may have the opportunity to register for an account with us. As part of the registration or account creation process, you will create login credentials by selecting a password and providing an e-mail address. Each registration is for a single user only. You are not allowed to share your registration login credentials or give your login credentials to anyone else. You are responsible for maintaining the confidentiality of your password and you agree to accept responsibility for all activities that occur under your account or password. Lyric is not liable for any loss or damages arising from your failure to maintain the confidentiality of your account. You are further responsible for ensuring that all information you provide on our Site is correct, current, and complete. You agree that you will not provide any false or misleading information during the registration process. You have no right to transfer your account to any other individuals in any manner. If you are accessing and using the Site on someone else's behalf, you represent that you have the authority to bind that person as a principal to these Terms, and you agree to accept liability for harm caused by any wrongful use of the Site resulting from such access or use. You must notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security that you become aware of. We reserve the right to refuse service or terminate accounts for any reason, in our sole discretion without prior notice.

Links to Third Party Websites

This Site may contain links to third party websites ("Third Party Sites"). Links to other Third Party Sites are provided solely as a convenience to you. We have no control over such Third Party Sites, nor do we review, approve, monitor, endorse, or make any representations or warranties with respect to such Third Party Sites; therefore, we are not responsible or liable to you or to any party for any materials, information advertising, products, services, or other content on or available from such Third Party Sites. If you decide to access any Third Party Sites, you do this entirely at your own risk. You acknowledge and agree that Lyric is not liable, either directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such Third Party Sites.

Linking to the Site and Social Media Features

Linking to the Site: You may link to our Site’s landing page, lyric.ai, only if you comply with the requirements for Linking to Lyric’s Site. LINKING TO LYRIC’S SITE INDICATES THAT YOU ACCEPT THESE TERMS AND THAT YOU WILL ABIDE BY THE REQUIREMENTS BELOW. IF YOU DO NOT ACCEPT THESE TERMS AND AGREE TO ABIDE BY THESE REQUIREMENTS, DO NOT LINK TO THIS SITE.

Requirements for Linking to Lyric’s Site:

You may link to our Site’s homepage provided that you:

• Do so in a way that is fair, legal, and does not damage our reputation or take advantage of it, or show Lyric in a negative light. Do not establish a link in any way that suggests any form of association, approval or endorsement on our part without our express written consent.
• Do not use the Lyric logo or any of Lyric’s registered and unregistered trademarks and service marks without the express prior written consent of Lyric.
• Do not present false, misleading or inaccurate information regarding Lyric or Lyric 's products or services.
• Do not establish a link from any website not owned by you.
• Cause our Site or any portion of it to be displayed, or appear to be displayed on any other site, for example by framing or in-line linking, or otherwise create a browser or border environment around our Site or our Content.
• Link to any part of the Site other than the landing page, for example by deep linking.
• Do not establish a link from any website containing content that could be construed as illegal, distasteful, offensive, controversial, or otherwise not suitable for all age groups.
• Otherwise take any action with respect to the Site or the Content available on or through this Site that is inconsistent with these Terms or that violates applicable laws.

Social Media Features: Our Site may provide certain social media features that enable you to: (i) link from your own or certain third-party websites to certain Content on our Site; (ii) send emails or other communications with certain Content, or links to certain Content, on this Site; or (iii) cause portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites. You may use the social media features available on our Site only as they are provided by us, including with respect to any Content displayed with such social media features. Your use of our social media features must also be in accordance with any additional terms and conditions we provide with respect to such features. You are solely responsible for complying with the terms and conditions of any third party social media websites, applications, or services with which you interact and you acknowledge that any information Content that you Post on such third party social media websites, applications, or services is subject to that third party’s privacy policies and other terms and conditions, over which Lyric has no control, and for which Lyric will in no event be liable. You agree to cooperate with Lyric in causing any unauthorized framing or linking to cease immediately. We reserve the right to withdraw linking permission without notice and we may, in our sole discretion, request that you remove any link to the Site. Upon receipt of such request, you shall immediately remove such link. We may disable all or any social media features and any links at any time without notice in our discretion.

Your Information; Electronic Communications

In addition to User Submissions, “Your Information” means any information, data, material, or other content that you submit, transmit, or otherwise provide through the Site, and any information related to your access to or use of the Site that is collected by or on behalf of Lyric, including usage, analytics, log, and device information. You consent to Lyric’s collection, storage, and use of Your Information for operation, analytics, security, improvement, marketing, and other legitimate business purposes, in each case consistent with applicable law.

You agree to receive communications from Lyric electronically, including via email and messages posted on the Site. You agree that any electronic communication from Lyric satisfies any legal requirement that such communication must be in writing. Any notices you provide to Lyric must be sent to [email protected] or to the postal address listed in the DMCA section above, unless Lyric specifies another notice address in writing.

Confidentiality

To the extent the Site provides access to any non-public information, including through any portal, restricted area, downloadable resource, customer-facing functionality, or other limited-access portion of the Site, you agree to use such information solely for the purpose for which Lyric made it available to you, to maintain such information in confidence, and not to disclose such information to any third party without Lyric’s prior written consent. This obligation does not apply to information that is publicly available through no breach of these Terms by you. If you are required by law to disclose any such non-public information, you agree to provide Lyric with prompt written notice, unless legally prohibited, and to reasonably cooperate with Lyric’s efforts to limit or contest the disclosure. You acknowledge that any unauthorized use or disclosure of Lyric’s non-public information may cause irreparable harm for which monetary damages may be inadequate, and Lyric may seek injunctive or other equitable relief without posting bond, in addition to any other rights or remedies available at law or in equity.

Artificial Intelligence Features

Certain portions of the Site or Content may contain, reference, or be generated or assisted by artificial intelligence, machine learning, automation, or similar technologies (“AI Features”). Any content, recommendations, analytics, summaries, responses, or other output generated or assisted by AI Features (“AI Output”) is provided for informational purposes only and may contain errors, omissions, bias, hallucinations, or other inaccuracies. Lyric may change, add, suspend, or remove any AI Features at any time without notice or liability to you.

You are solely responsible for independently reviewing and validating any AI Output before relying on it or using it for any purpose. AI Output is not medical, clinical, legal, financial, accounting, investment, or other professional advice and should not be used as the sole basis for any decision. Lyric makes no representation or warranty that any AI Output is accurate, complete, current, error-free, non-infringing, or protectable under intellectual property laws.

You may not use the Site, Content, AI Features, or AI Output to train, test, develop, fine-tune, ground, benchmark, improve, or validate any artificial intelligence, machine learning, large language model, or similar technology without Lyric’s prior written consent. You are solely responsible for any information you submit to any AI Feature and for ensuring that you have all rights and consents necessary for Lyric to process such information.

No Warranties

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE SITE, CONTENT, USER SUBMISSIONS, AI FEATURES, AI OUTPUT, THIRD PARTY SITES, AND ALL INFORMATION, PRODUCTS, SERVICES, AND MATERIALS AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AND YOU USE THE SITE AND CONTENT AT YOUR OWN RISK. LYRIC DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, OPERATION, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

LYRIC DOES NOT WARRANT THAT THE SITE, CONTENT, AI FEATURES, AI OUTPUT, OR ANY THIRD PARTY SITES WILL MEET YOUR REQUIREMENTS, BE ACCURATE, COMPLETE, CURRENT, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SITE OR ANY MATERIALS AVAILABLE THROUGH THE SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY ENGAGEMENT FOR PRODUCTS OR SERVICES WITH LYRIC IS GOVERNED ONLY BY A SEPARATE WRITTEN AGREEMENT EXECUTED OR OTHERWISE ACCEPTED BY LYRIC AND THE APPLICABLE CUSTOMER.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT WILL LYRIC OR ITS AFFILIATES, LICENSORS, SUPPLIERS, CONTRACTORS, OR SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, OR AGENTS (COLLECTIVELY, THE “LYRIC PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, PERSONAL INJURY, PROPERTY DAMAGE, OR UNAUTHORIZED ACCESS TO OR DISCLOSURE OF DATA, ARISING OUT OF OR RELATING TO THE SITE, CONTENT, USER SUBMISSIONS, AI FEATURES, AI OUTPUT, THIRD PARTY SITES, THESE TERMS, OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, ANY OF THE FOREGOING, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF A LYRIC PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, THE LYRIC PARTIES’ MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE SITE, CONTENT, USER SUBMISSIONS, AI FEATURES, AI OUTPUT, THIRD PARTY SITES, OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” IF YOU ARE NOT A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER ANY STATUTE OR COMMON LAW PRINCIPLE SIMILAR TO CALIFORNIA CIVIL CODE SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION OF YOUR RESIDENCE.

Indemnification

Except to the extent prohibited by applicable law, you agree to indemnify, defend, and hold harmless the Lyric Parties from and against any and all third-party claims, demands, actions, proceedings, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees and costs) arising out of or relating to: (a) Your Information or User Submissions; (b) your access to or use of the Site, Content, AI Features, AI Output, or Third Party Sites; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; (e) your violation, misappropriation, or infringement of any rights of any other person or entity, including intellectual property, privacy, publicity, confidentiality, or proprietary rights; or (f) any reliance by you or any third party on Content or AI Output.

Lyric reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Lyric’s defense of such claims and not to settle any such matter without Lyric’s prior written consent.

Term; Suspension; Termination

These Terms are effective when you first access or use the Site and continue until terminated. Lyric may, at any time, in its sole discretion and without notice, modify, suspend, restrict, or terminate your access to the Site or any portion of the Site, including any account or interactive feature, and may add, remove, modify, or discontinue any Site functionality, Content, product information, or service information. Upon termination, your right to access and use the Site and Content will immediately cease.

Disputes and Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to the Site, Content, User Submissions, AI Features, AI Output, Third Party Sites, or these Terms (“Disputes”) will be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles.

Before initiating arbitration, you and Lyric agree to provide written notice of any Dispute to the other party and attempt to resolve the Dispute in good faith for at least thirty (30) days. Notices to Lyric must be sent in accordance with the “Your Information; Electronic Communications” section above.

Except for claims that may be brought in small claims court and claims seeking injunctive or other equitable relief to protect intellectual property, confidential information, or the security or integrity of the Site, any Dispute will be resolved through individual, non-representative, binding arbitration conducted in English and administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the JAMS Streamlined Arbitration Rules & Procedures then in effect, as modified by these Terms. A single arbitrator will decide the Dispute. Hearings, if any, will be conducted by teleconference or videoconference unless the arbitrator determines that an in-person hearing is appropriate, in which case the hearing will be held in Philadelphia County, Pennsylvania. The award rendered by the arbitrator may be confirmed and enforced in any court with appropriate jurisdiction. Each party will be responsible for its respective costs, including costs related to its attorneys, experts, and witnesses, except as otherwise required by applicable law or the applicable JAMS rules.

YOU AND LYRIC EXPRESSLY WAIVE YOUR RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY DISPUTE. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Coordinated Arbitration Filings

If twenty-five (25) or more similar arbitration demands are filed against Lyric by the same or coordinated counsel or are otherwise coordinated, the demands will proceed in coordinated bellwether proceedings. The parties will confer in good faith to select a reasonable number of individual demands to proceed first as bellwethers, with an equal number selected by each side. All other coordinated demands will be held in abeyance, and any applicable limitations periods will be tolled, until the bellwether proceedings are completed or the parties otherwise agree. After the bellwether proceedings, the parties will participate in a single mediation of the remaining coordinated demands. If the remaining demands are not resolved, they will proceed only as individual arbitrations, subject to any procedures determined by the arbitrator or JAMS to promote efficient resolution consistent with these Terms and applicable law.

General Terms

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable. Lyric’s failure to enforce any provision of these Terms is not a waiver of that provision or any other provision. You may not assign or transfer these Terms or any rights or obligations under these Terms without Lyric’s prior written consent. Lyric may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law.

No provision of these Terms creates any third-party beneficiary. These Terms do not create a partnership, joint venture, employment, fiduciary, or agency relationship between you and Lyric. The provisions of these Terms that by their nature should survive termination will survive, including provisions relating to ownership, User Submissions, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and general terms.

Although the Site may be accessible worldwide, Lyric is based in the United States and the Site is primarily intended for users located in the United States. Lyric makes no representation that the Site or Content is appropriate or available for use outside the United States. Those who access the Site from other jurisdictions do so at their own initiative and are responsible for compliance with local laws, including export control laws. These Terms constitute the entire agreement between you and Lyric regarding your access to and use of the Site and Content, subject to any separate written agreement you may enter into with Lyric.