AI•DEATION TERMS AND CONDITIONS

AI•Deation, LLC ("AI•Deation," "we," "us," or "our") provides production and recording services of your original musical compositions and recordings, as well as provide related content and services to you (“you”, “your” or “Customer”) through our website(s) located at https://ai-deation.com (this website, and any content, tools, features, functionality and technology offered by us or through our website, the "Site"). The foregoing comprises the services available to you from us and the services you order from us are those so identified on any Order Form (collectively, “Services”). Services detailed on your Order Form and your Site are subject to the terms and conditions contained in these Terms and Conditions (as amended from time to time, these "Terms and Conditions") You acknowledge and affirm these Terms and Conditions are binding and in effect for any Order Forms entered into between you and us unless any provision is specifically and expressly agreed to in writing that states it supersedes these Terms and Conditions. We shall provide Services to you with respect to the musical composition (“Composition”) and any other customer media specified on the Order Form (together with the Composition, “Customer Media”) on a non-exclusive basis. By purchasing our Services, accessing, browsing, or otherwise using the Site, or utilizing any other aspect of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not accept these Terms and Conditions outlined herein, you will not access or browse our Site or otherwise use the Services.

We reserve the right, at our sole discretion, to change or modify portions of these Terms and Conditions at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms and Conditions were last revised. You may read a current, effective copy of these terms by visiting the "Terms and Conditions" link on the Site. We will also notify you of any material changes, either through email or other reasonable means to the extent required under applicable law. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms and Conditions. You should periodically visit this page to review the current Terms and Conditions so you are aware of any revisions. If you do not agree to abide by these or any future Terms and Conditions, you will not access or ability to browse and/or use (or continue to access, browse, or use) the Services.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST AI•DEATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

You acknowledge you shall be subject to any additional terms clearly listed on any Order Form or otherwise applicable that may be posted on or within the Site from time to time. All such terms are hereby incorporated by reference into these Terms and Conditions. You also acknowledge that if your Customer Media or if the services selected on your Order Form are created with the assistance of any third-party tools of services, including but not limited to artificial intelligence tools (“Third-Party AI”), you shall inform us of such Third-Party AI assistance and you shall be subject to and shall remain in full compliance with all Third-Party AI policies, procedures, and terms of use that are in-effect as of the effective date of your Order Form. By way of example, should you use Suno as a Third-Party AI tool to assist you in your creation of Customer Media you provide us, you represent, warrant and affirm Customer Media, your use of Third-Party AI, and the terms of our Order Form with you do not in any way violate the provisions of the Suno Terms and Conditions. AI•Deation disclaims any liability to you as arising out of the use of Third-Party AI, including in relation to any Customer Media or the services selected on your Order Form.

Your Privacy: At AI•Deation, we respect the privacy of our customers and prospective customers. In connection with providing our services, we collect limited personal information, which may include your name, email address, billing address, and other contact information you voluntarily provide. We use this information solely for legitimate business and legal purposes, including processing orders, delivering services, responding to inquiries, and communicating with you regarding your projects or our services.

With your consent, we may also send you occasional marketing or promotional emails about our services, company updates, or related offerings. You may opt out of receiving marketing emails at any time by using the unsubscribe link included in such emails. Transactional or service-related communications may continue as necessary to fulfill existing agreements.

We do not sell or share your personal information with third-parties for advertising or marketing purposes. We may use reputable third-party service providers solely as necessary to operate our business, subject to appropriate confidentiality and security obligations.

We do not use your personal information for any purposes other than those described above.


OUR SERVICES

Services Description: AI•Deation provides music-related services and products, including but not limited to composing, performing, recording, producing, editing, mixing, and mastering Customer Media that you provide AI•Deation in the form of sound and other audio, written music (notation or lead sheet), information, output, code, data, text, and other materials and mediums, and generate and return a fully-produced sound recording(s) based on your Customer Media (the "Master(s)", and together with the Customer Media, collectively the "Content").

An essential part of entering into this agreement and using our Services is that you only provide us Customer Media that you create yourself and/or own 100% of the rights to use and provide hereunder. By providing us with your Customer Media, you represent and warrant that:

1      the Customer Media you provide us is wholly original to you and that any portion of the Customer Media which was created by a third-party (i) has been disclosed to us in advance of execution of any Order Form in writing and (ii) you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to submit and use (and allow us to use) such Customer Media in connection with the Services.

2      your Customer Media and use by us in providing you the Services (including to generate your Masters) will not violate any law or any third-party’s rights, terms and conditions associated with such Customer Media (including but not limited to any third-party copyrights or intellectual property rights), and

3      no other licenses, permissions, consents or authorizations must be obtained from, or payments made to, any other person or entity by us (or any third-party deriving any rights or obligations from us) arising out of or related to our use of your Customer Media, including to create your Content and/or to train, develop, fine-tune or otherwise improve the Services, and any related Third-Party AI or machine learning models.

You must be at least 18 years old to access our Site or order the Services without parental or guardian consent. If you are under 18 years old, you may only order the Services with the express consent of your parent or guardian, and you agree to provide true, accurate, current, and complete information as requested by us to confirm such express consent.


CUSTOMER CONDITIONS

Customer Conduct: You are solely responsible for all Customer Media that you provide or otherwise make available to AI•Deation (including all sounds and samples within Customer Media). You assume all risk associated with Customer Media, including as incorporated into the Masters. AI•Deation is not responsible for, and disclaims, any and all liability in connection with your Content. The list below provides examples of the kinds of Customer Media or uses that are illegal or prohibited by AI•Deation. AI•Deation reserves the right to investigate and take appropriate legal action against anyone who, in AI•Deation's sole discretion, violates this provision, including terminating any Order Form, and reporting the violator to law enforcement authorities. You represent, warrant and agree you will not create Customer Media nor use any Master or Services to:

  1. submit, upload, transmit or otherwise make available any Customer Media, AI•Deation or any Third-Party AI to generate any content that (i) infringes any copyright or other intellectual property or other proprietary rights of any party; (ii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware or telecommunications equipment; (iii) is (or is used for or in connection with any purpose, initiative, activity, product or service that could be) unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable; or (iv) in the sole judgment of AI•Deation, is objectionable or which may expose AI•Deation or its customers to any harm or liability of any type;

  2. violate any applicable local, state, national, or international law, or any regulations having the force of law, or any Third-Party AI terms and conditions, policies, or procedures;

  3. impersonate any person or entity, or falsely state, imply or otherwise misrepresent your affiliation with any person or entity (including by generating, making available, promoting, labelling or otherwise using Content in a manner that suggests that such Content was created by or otherwise associated with an individual who was not the creator thereof); or

  4. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content.

Fees: In consideration of the Services detailed in the Order Form, the sufficiency of which is acknowledged, Customer shall remit to AI•Deation via Paypal (or other form of payment as allocated by AI•Deation) the Fees listed in the Order Form, payable upon Customer’s execution of each Order Form. Unless otherwise itemized, all Fees are in USD and inclusive of taxes. If AI•Deation outlines the Total Fee in a separate service order or invoice, the terms of such service order or invoice shall be deemed incorporated herein. Customer is responsible for making all payments (including any royalties arising from Customer’s use of Deliverables) due to all third-parties represented herein by Customer as the authorized representative for any and all third-parties as they may have rights in the Customer Media. Payments made by you hereunder are final and non-refundable, unless otherwise determined by AI•Deation.

Royalty Splits: As further consideration for the Services, you grant AI•Deation (i) publishing royalties in the Composition(s) as set forth in the split sheet attached to the applicable Order Form as Schedule 1, and (ii) the percentage of your share of revenues derived from exploitation of the Masters as identified on the Order Form (the “Royalty”).  For purposes of SoundExchange, neighboring rights, and similar public performance royalties, AI•Deation shall be treated solely as a producer royalty participant in respect of the Masters and not as a featured artist or non-featured performer.  

AI•Deation Royalty shall be based on 100% of Customer’s gross monies, fees, royalties, and other consideration of any kind, whether now known or hereafter devised, actually received, accrued, or credited to you or on your behalf from any and all exploitation of the Masters (collectively, “Gross Master Receipts”), without deduction or offset except for bona fide, arms-length third-party distribution fees actually charged and retained by the applicable distributor (excluding any label royalties or revenue shares payable to you or any third-party). Notwithstanding anything to the contrary herein, AI•Deation’s Royalty shall in no event be less than a producer royalty equal to three percent (3%) of one hundred percent (100%) of Gross Master Receipts.

Gross Master Receipts shall include, without limitation, revenues derived from: (a) physical and digital sales and downloads; (b) interactive and non-interactive digital streaming and other digital transmissions; (c) public performance royalties payable with respect to the Masters, including SoundExchange and all foreign neighboring rights organizations and similar entities worldwide; (d) synchronization licenses, master use licenses, audiovisual uses, and all other fixed-fee, buyout, or lump-sum exploitations; (e) user-generated content monetization, including Content ID and revenues from YouTube, Meta, TikTok, Twitch, and similar platforms; (f) advances, guarantees, minimums, and non-recoupable payments allocable to Masters; and (g) any settlements, infringement recoveries, or other proceeds attributable to the Masters.

You expressly authorize and direct any distributor, label, collection society, or other payor to account to and pay AI•Deation its Royalty directly, and you shall execute and deliver all letters of direction, split-pay instructions, distributor mandates, and other documents reasonably requested by AI•Deation or any distributor to effectuate such direct payment. You shall timely register the Masters  with SoundExchange and all applicable foreign neighboring rights organizations and shall designate AI•Deation’s Royalty therein where direct payment functionality is available (a Letter of Direction is downloadable from the SoundExchange website here).  

AI•Deation Royalty shall not be reduced by amounts payable to any third-party producers, mixers, or other contributors, nor by the terms of any agreement between you and any distributor, label, or other third-party, and you shall not enter into any agreement or permit any third-party to structure, characterize, or reclassify income derived from the Masters in a manner intended to reduce or avoid payment of AI•Deation’s Royalty.

All amounts payable hereunder shall be accounted for and paid semi-annually, on or before January 31 and July 31 of each year for the preceding six-month period; provided, however, that any Gross Master Receipts paid directly to you which are subject to AI•Deation’s Royalty shall be remitted to AI•Deation within thirty (30) days following receipt. The Royalty obligations set forth herein shall survive termination of this Agreement and shall continue for the full term of copyright in the Masters.

Audit Rights: AI•Deation shall have the right, upon reasonable prior written notice and no more than once in any twelve (12) month period, to audit and examine your books and records directly relating to the calculation, reporting, and payment of royalties payable to AI•Deation hereunder, including but not limited to revenues derived from the exploitation of the Masters and the underlying Compositions. Any audit shall be conducted by AI•Deation or its designated independent certified public accountant or music industry auditor, during normal business hours, at the location where such books and records are regularly maintained.

Such audit rights shall apply to royalty statements rendered within the three (3) year period immediately preceding the date of the audit notice (the “Audit Period”), provided that no audit has previously been conducted for the same period. You shall make available all books, records, agreements, licenses, distribution statements, royalty reports, and source documentation reasonably necessary to verify the accuracy of royalty calculations, including statements received from labels, distributors, DSPs, collection societies, sub-publishers, licensees, and other third-parties.

AI•Deation’s acceptance of royalty statements or payments shall not constitute a waiver of its right to audit or to challenge the accuracy of such statements, except with respect to statements previously audited and settled in writing. All information obtained in connection with any audit shall be treated as confidential and used solely for the purpose of verifying royalty payments or enforcing AI•Deation’s rights.


INTELLECTUAL PROPERTY RIGHTS

Work for Hire: You shall own, control, and administer 100% of the Masters. The Masters will be considered a work made for hire for you from the inception of recording. If AI•Deation performs vocally, instrumentally or in any other way (collectively, the “Additional Producer Services”), your Order Form and these Terms and Conditions shall be automatically deemed to cover such Additional Producer Services. If a Master is determined not to be a work made for hire, it will be deemed transferred to you in accordance with this section. In such event, we hereby assign to you all rights throughout the universe, including but not limited to copyright (and all renewals and extensions thereof under any law now or hereby existing) in and to the Masters, from the inception of the recording thereof. The Masters, and all records and other reproductions made there from, together with the performances embodies therein and all copyrights therein and thereto, throughout the universe, and all renewals and extensions thereof, will be entirely your property, free of any claims whatsoever.

Grant of Rights: Notwithstanding any assignment or transfer of rights to the Masters and/or underlying Composition incorporated within Customer Media, you grant AI•Deation a non-exclusive, royalty-free, perpetual, worldwide right to use, reproduce, publicly perform, publicly display, and distribute excerpts from the Masters (or the Masters in full, at our discretion) for our professional portfolio, website, showreel, pitch materials, and promotional purposes, including for the purpose of seeking production, licensing, and synchronization opportunities, whether now known or hereafter devised. Each party shall execute and deliver to the other all documents reasonably required in order to effectuate the purposes of the rights granted in these Terms and Conditions, including in respect of the mechanical and similar licenses for the Composition.

Trademarks: The AI•Deation name and logos are trademarks and service marks of AI•Deation (collectively the "AI•Deation Trademarks"). Nothing in these Terms and Conditions or the Services listed in your Order Form should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of AI•Deation Trademarks without our prior written permission in each instance. All goodwill generated from the use of AI•Deation Trademarks will inure to our exclusive benefit.

Customer Media: You acknowledge that AI•Deation is not obligated to use or incorporate any Customer Media in providing the Services or in creating any Master, except as expressly agreed in the applicable Order Form.  AI•Deation has no obligation to pre-screen Customer Media, but reserves the right, in its sole discretion, to refuse services or remove any content in connection with the Services or production of any Master. You are solely responsible for evaluating and assume all risks associated with the use of any Customer Media you provide, including reliance on its accuracy, completeness, or suitability for use. 

You represent and warrant that you own all right, title and interest in and to Customer Media, including all copyrights and rights of publicity contained therein, and that you possess all necessary rights or have obtained all consents necessary to grant AI•Deation the rights and licenses herein. Under no circumstances will AI•Deation be liable in any way for any content or materials of any third-parties, including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.

Subject to your compliance with any Third-Party AI policies or Terms and Conditions, if you are a user who has subscribed to a tier of a Third-Party AI that assigns to you all rights, title and interest in and to any output owned by Third-Party AI and generated from submissions made by you through use of Third-Party AI during the term of your paid-tier subscription, you warrant and affirm to provide attribution credit to Third-Party AI in each case prior to providing any Customer Media that incorporates any such Third-Party AI output. You expressly acknowledge and affirm nothing herein binds or subjects AI•Deation to any Third-Party AI policies or Terms and Conditions, and you represent and warrant not to undertake any actions that would cause AI•Deation to violate any Third-Party AI policies or Terms and Conditions  

Due to the nature of artificial intelligence and machine learning technology, AI•Deation makes no representation or warranty that any Master created using Customer Media incorporating third-party AI output will be eligible for copyright protection or ownership. You acknowledge that the Services may produce the same or similar results for other customers and that other users may receive similar or identical outputs or deliverables.  Any Master or output generated for another customer is not your content. 

Credit: With respect to the Masters, you shall, or shall instruct and use reasonable commercial efforts to cause third-parties to, credit AI•Deation’s as indicated in your Order Form in the liner notes of any record containing the Masters on metadata in connection with electronic transmissions and in all print ads placed or controlled by you or your contracted third-parties of one-half (1/2) page or larger featuring the Masters and related social and promotional content. Inadvertent, non-repetitive failure to provide such credit shall not be deemed to be a breach of these Terms and Conditions, provided that following written notice from AI•Deation, you use reasonable commercial efforts to cure or instruct applicable third-parties to prospectively cure any such credit failure.


INDEMNIFICATION

To the fullest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless AI•Deation, its parent and affiliates, and its and their respective officers, employees, directors, service providers, contractors, and agents (collectively, the "AI•Deation Parties") from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses, including reasonable attorneys' fees) arising out of or relating to (i) your use of our Services or Customer Media, including any AI-generated, AI-assisted or third-party content supplied by or on behalf of you; (ii) any breach of your representations, warranties, or obligations under these Terms and Conditions or any Order form; (iii) any allegation that the Customer Media or AI Reference Materials infringe, misappropriate or violate any intellectual property, privacy, publicity, or other third-party rights; (iv) any violation of applicable law, third-party AI platform policies, terms or regulations arising from the Customer Media or its use; or (v) your exploitation, distribution or use of the Masters. 

AI•Deation will provide reasonable notice to you of any such indemnified claim, suit, or proceeding. AI•Deation reserves the right to assume the exclusive defense, control and settlement of such claim.  You shall not settle any indemnified claim without AI•Deation's prior written consent.


DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICES AND ANY CONTENT OR DELIVERABLES IS AT YOUR SOLE RISK. THE SERVICES AND ANY DELIVERABLES ARE PROVIDED  "AS IS" AND "AS AVAILABLE".  TO THE FULLEST EXTENT PERMITTED BY LAW, AI•DEATION AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS (COLLECTIVELY, THE “AI•DEATION PARTIES”) DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, THE AI•DEATION PARTIES MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY RESULTS, CONTENT OR OUTPUT THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE SUITABLE, ACCURATE OR RELIABLE; OR (D) THE USE OR EXPLOITATION OF ANY CONTENT OR DELIVERABLES WILL NOT INFRINGE THE RIGHTS OF ANY THIRD-PARTY. 

YOU ACKNOWLEDGE THAT THE SERVICES MAY INVOLVE EXPERIMENTAL OR EMERGING TECHNOLOGIES, INCLUDING ARTIFICIAL INTELLIGENCE, AND THAT SUCH TECHNOLOGIES MAY PRODUCE UNEXPECTED, INACCURATE OR OBJECTIONABLE RESULTS.   AI•DEATION DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR ANY SUCH OUTPUT. 


LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AI•DEATION PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICES, ANY MASTER, OR THESE TERMS AND CONDITIONS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE TOTAL LIABILITY OF AI•DEATION PARTIES EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO AI•DEATION FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO YOU. IN SUCH CASES, AI•DEATION’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.


DISPUTE RESOLUTION BY BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

  1. Agreement to Arbitrate

Any dispute, controversy or claim arising out of or relating to the enforcement, interpretation or alleged breach of these Terms and Conditions shall be submitted to and resolved by binding arbitration in Nashville, TN before one neutral arbitrator appointed in accordance with the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in and enforceable by any court having jurisdiction.

2.     Prohibition of Class and Representative Actions and Non-Individualized Relief

 

Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide AI•Deation with written notice of your desire to do so by email at dan@ai-deation.com. within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide AI•Deation with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute arising out of use governed by these Terms and Conditions. The exclusive jurisdiction and venue of any IP Protection Action, or if you timely provide AI•Deation with an Arbitration Opt-out Notice, will be the state and federal courts located in Davidson County, Tennessee and each of the parties hereto waives any objection to jurisdiction and venue in such courts. UNLESS YOU TIMELY PROVIDE AI•DEATION WITH AN ARBITRATION OPT-OUT NOTICE, YOU ACKNOWLEDGE AND AGREE THAT YOU AND AI•DEATION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND AI•DEATION OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.

3.     Severability.

If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution by Binding Arbitration” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution by Binding Arbitration” section will survive any termination of these Terms and Conditions.

4.     Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Commercial Arbitration Rules, except that any disputes involving individual consumers only shall be conducted in accordance with the AAA Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer.

In the event of a conflict between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms and Conditions as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. If your claim is for $10,000 or less, AI•Deation agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.

5.     Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

6.     Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms and Conditions to the contrary, AI•Deation agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending AI•Deation written notice within thirty (30) calendar days of the change to the Notice Email Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms and Conditions (or accepted any subsequent changes to these Terms and Conditions).


TERMINATION; SUSPENSION

The Term of any Order Form will be terminable by AI•Deation at any time upon a material breach by you hereunder; or by AI•Deation for any reason or no reason upon at least three (3) days prior written notice to you. Termination or expiration of any Order Form for any reason shall not relieve you of any liabilities or obligations that accrued on or were agreed prior to the date of such termination or expiration. You further acknowledge we reserve the right to modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) subject to the provisions herein without liability to you or to any third-party for any such modification, suspension or discontinuance of the Services.

In the event of a termination by you, you shall be obligated to pay AI•Deation for any prior Services rendered before the effective date of termination, except in the event that such termination was due to material breach by you. In the event of a termination for convenience by AI•Deation, the parties shall in good faith determine any remittances for Services not rendered. Company shall return Customer Media to you within thirty (30) days of the effective date of termination, provided you have arranged for all costs related to the return of Customer Media.


RELATIONSHIP BETWEEN THE PARTIES

You agree that AI•Deation in the performance of the Services hereunder, shall act as and be an independent contributor free and clear of any dominion or control as to the manner in which the Services is to be performed, except as expressly provided herein.

You hereby acknowledge and agree that you do not have the authority to bind or obligate us in any manner whatsoever, and agree not to represent, or to cause any third-party to believe, that you possess such authority or that you are an employee, agent, partner, or joint venturer of ours.


GENERAL

1.     These Terms and Conditions (together with the terms incorporated by reference herein) constitute the entire agreement between you and AI•Deation governing the Services, and supersede any prior agreements between you and AI•Deation with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use Third-Party AI, third-party content or third-party software.

2.     These Terms and Conditions will be governed by the laws of the State of Tennessee applicable to contracts wholly made and performed therein. With respect to any disputes or claims not subject to arbitration, as set forth above, you and AI•Deation submit to the personal and exclusive jurisdiction of the state and federal courts located within Davidson County, Tennessee.

3.     The failure of AI•Deation to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions shall remain in full force and effect.

4.     You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.

5.     A printed version of these Terms and Conditions and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms and Conditions without the prior written consent of AI•Deation, but AI•Deation may assign or transfer these Terms and Conditions, in whole or in part, without restriction.

6.     The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. As used in these Terms and Conditions, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation."

7.     Notices to you may be made via either email or regular mail.

8.      AI•Deation will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond AI•Deation’s reasonable control.

9.      No term or condition of these Terms and Conditions or any Order Form between you and us will be construed adversely to a party solely because that party was responsible for the preparation of these Terms and Conditions or any Order Form or a provision therein.