Somio AI Commercial License Agreement

Effective Date: May 27, 2026

Publication Date: May 27, 2026

Welcome to Somio AI ("the Platform"). This Commercial Intellectual Property & Licensing Agreement ("Agreement") governs the commercial usage rights, ownership, and formal licensing of content generated through our Platform. By using Somio AI, you ("User") agree to this Agreement.

1. Parties to the Agreement

• Licensor: Somio AI ("Platform", "we", "us", or "our"), the operator and technology provider of the AI music and multimedia generation services.

• Licensee: Any individual or entity using the Platform under a valid subscription plan (Basic, Standard, or Pro), hereinafter referred to as "User".

2. Definitions

To avoid legal ambiguity, the following key terms are defined as follows:

• Generated Content: "Generated Content" refers to final output assets produced by the Platform’s AI systems based on User inputs, including audio tracks, musical compositions, lyrics, stems, sound effects, videos, and visual materials. Only the final generated outputs are eligible for licensing rights unless otherwise explicitly stated.

• Commercial Use: Refers to any use of the Generated Content intended for economic benefit or monetization, including but not limited to:

  • Distributing and streaming on digital music platforms (e.g., Spotify, Apple Music, YouTube Music).

  • Synchronizing music with visual media for monetization (e.g., YouTube monetization, TikTok Creator Funds, podcasts, indie filmmaking).

  • Using content in paid advertisements, corporate promotional videos, and background music (BGM) for commercial venues.

  • Selling or licensing the content to third parties for commercial exploitation.

• Commercial License Certificate: A formal, downloadable digital document issued exclusively by the Platform to Pro Plan subscribers, providing verifiable documentation of commercial licensing solely for generated music and sound effects (SFX). This certificate helps users resolve third-party copyright flags.

3. Scope of License & Subscription Tiers

The Platform structures usage rights based on the User's subscription status at the exact moment the content is generated. Retroactive licensing for content generated prior to upgrading a subscription is strictly prohibited.

3.1 Tier-Specific Rights

3.2 Scope of Commercial License & Subscription Rights

To the extent that Generated Content attracts or is eligible for copyright or neighboring rights under applicable law, and subject to strict compliance with this Agreement and the Platform’s general Terms of Service, licensing rights are granted based on the User’s subscription tier at the time the content is generated.

• Free Plan Users: Users on the Free Plan may share Generated Content created during their trial or free usage period solely for personal and non-commercial purposes. Any public sharing must clearly include visible attribution to Somio AI, such as: “Created with Somio AI” or “This content was created using Somio AI.” Free Plan users may not monetize, commercially distribute, sublicense, or use Generated Content for business purposes unless the content was generated under an eligible paid subscription tier at the time of creation.

• Basic & Standard Plan Users: Users subscribed to the Basic or Standard Plan are granted a worldwide, perpetual, non-exclusive, royalty-free right to use eligible Generated Content for Commercial Use during their active paid subscription period. Such rights include the ability to reproduce, modify, distribute, publicly perform, digitally transmit, monetize, and commercially exploit Generated Content in accordance with this Agreement.
  
  Basic and Standard users are not eligible to receive downloadable Commercial License Certificates. Verification of commercial rights for these subscription tiers relies on the Platform’s internal billing records and generation history logs.

• Pro Plan Users: Users subscribed to the Pro Plan receive the same commercial usage rights granted to Basic and Standard users, and additionally may generate official downloadable Commercial License Certificates for eligible content.
  
  Commercial License Certificates are available exclusively for music tracks and sound effects (SFX). Somio AI does not issue certificates for generated videos, lyrics, images, or other textual or visual media.

• Right to Sublicense: Paid Users may sublicense Generated Content to third parties solely for distribution, streaming, synchronization, and direct client delivery. This does not include sublicensing as a standalone product or resale of the content itself as a licensing asset.

• Perpetual Validity: Generated Content created during an active paid subscription period retains its commercial usage rights indefinitely, even if the User subsequently downgrades, cancels, or terminates their subscription, provided that the User remains in full compliance with these Terms and has not had their license revoked pursuant to Section 4.

• Non-Retroactive Licensing: Subscription upgrades or downgrades do not retroactively modify the licensing status of previously generated content unless explicitly stated otherwise by the Platform.

3.3 Absolute Restriction on Audio Fingerprinting

CRITICAL RESTRICTION: Under no circumstances shall Commercial Use include registering, submitting, or delivering any Generated Content to any automated audio fingerprinting database, copyright identification system, or digital rights management tracking network (including, but not limited to, YouTube Content ID, Facebook Rights Manager, TikTok Music Content ID, and Shazam).

Because generative AI models may create acoustically similar outputs for different users, claiming exclusivity via asset fingerprinting directly harms the Somio AI community. Any violation of this Section 3.3 shall result in the immediate, automatic, and retroactive revocation of the User's commercial license for the infringing asset, and Somio AI reserves the right to terminate the User's account without refund.

4. User Commitments & Compliance

As a condition of exercising commercial rights, the User expressly covenants and agrees to the following commitments:

• Platform Policy Compliance: The User shall fully comply with Somio AI’s Terms of Service, Privacy Policy, and Community Guidelines. Any breach of platform policies may result in suspension or termination of the license for future use and/or specific violating content.

• Lawful Content Generation & Prompt Restrictions: The User agrees not to use the Platform to generate music or videos that promote illegal activities, incite hatred, defame individuals, violate third-party privacy, or infringe upon the trademarks, copyrights, or publicity rights of any third party. The User is strictly prohibited from using copyrighted lyrics, protected text, or specific celebrity/artist names within text prompts to intentionally mimic or clone existing human artists or copyrighted works.

• Source Input Responsibility: If the User uploads audio files, vocals, images, or melodies to the Platform as "inputs" or "seeds" for AI generation, the User warrants that the User owns or has secured all necessary global rights, licenses, and clearances for such inputs. The User shall bear sole responsibility for any copyright disputes arising from uploaded inputs.

• License Suspension & Revocation & Indemnification: If a User materially violates this Agreement, Somio AI reserves the right to suspend, terminate, or revoke any licenses granted under this Agreement. Upon termination or revocation, the User must cease any unauthorized use of the affected Generated Content and delete related files. Furthermore, User agrees to defend, indemnify, and hold harmless Somio AI, its affiliates, and its developers from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt (including but not limited to attorney's fees) arising from: (i) User's violation of third-party intellectual property via unauthorized inputs or prompts; or (ii) User's breach of Section 3.3 (Absolute Restriction on Audio Fingerprinting).

5. Platform Warranties & Limitation of Liability

5.1 Limited Warranty

The Platform warrants only that it has the legal right to operate its systems and grant licenses described herein.

5.2 Disclaimer of AI Copyrightability & Infringement Risks

Users acknowledge and agree that generative artificial intelligence technology involves inherent legal and technical uncertainties. Therefore, the Platform establishes the following specific disclaimers regarding all Generated Content:

• No Guarantee of Copyright Protection: AI-generated content law is a rapidly evolving global domain. Local copyright offices (including the United States Copyright Office) maintain policies that deny copyright registration to works generated entirely by machines without significant human authorship. Somio AI makes no guarantee, representation, or warranty that the Generated Content is eligible for statutory copyright registration or protection in any jurisdiction.

• No Indemnification Against Third-Party Claims: Due to the inherently unpredictable nature of generative artificial intelligence, AI models may occasionally generate phrases, acoustic textures, or visual styles that coincidentally resemble existing, copyrighted human works. Somio AI does not provide copyright indemnification of any kind.

• Assumption of Commercial Risk: If a User distributes, sells, licenses, or otherwise commercializes Generated Content and consequently receives a third-party infringement claim, Copyright ID dispute, copyright strike, or lawsuit, the User assumes all legal and financial risks, defense costs, and liabilities. Somio AI shall not be held liable for any claims, platform penalties, demonetization, or reputational damage resulting from such disputes.

5.3 Disclaimer Of Warranties & Limitation Of Liability

• "As Is" Basis: The Platform and all Generated Content are provided on an “As Is” and “As Available” basis without warranties of any kind, either express or implied.

• General Disclaimer: To the maximum extent permitted by law, Somio disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, continuous availability, error-free operation, and commercial suitability. Specifically, Somio does not warrant that the Generated Content will meet User expectations, or that outputs will be unique or completely free from similarities to existing works.

• Limitation of Liability: To the fullest extent permitted by law, Somio shall not be liable for any direct, indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to business losses, lost revenue, or profits, arising out of or in connection with the use of the Platform.

• Liability Cap: In no event shall Somio’s total aggregate liability for all claims arising under or related to this Agreement exceed the total amount paid by the User to Somio during the twelve (12) months preceding the event giving rise to the claim.

6. Policy Updates

The Platform may update this Agreement from time to time. Such updates will not retroactively affect rights granted for Generated Content created during a paid subscription period. Continued use of the Platform after updates constitutes acceptance of the revised Agreement.

7. Entire Agreement

This Agreement constitutes the entire agreement regarding commercial licensing of Generated Content and supersedes prior agreements or understandings.

If any provision is deemed unenforceable, the remaining provisions shall remain valid and enforceable.