Terms of Use

Last Updated: September 2, 2026

These Terms of Use (the “Terms”) govern access to and use of the Lutely website, applications, software, marketplace, artificial-intelligence and audio-processing tools, and related services (collectively, the “Platform”) offered by License Lounge, Inc., a Delaware corporation doing business as Lutely (“Lutely,” “we,” “us,” or “our”).

By creating an account, clicking to accept these Terms, purchasing anything through the Platform, uploading or publishing content, connecting a payment account, or otherwise using the Platform, you agree to these Terms and the policies incorporated by reference, including our Privacy Policy, Acceptable Use Policy, and Digital Millennium Copyright Act Policy. If you do not agree, do not use the Platform.

1. Eligibility and authority

You must be at least thirteen (13) years old to use the Platform as a listener or buyer. If you are under eighteen (18), you may use the Platform only with the permission and supervision of a parent or legal guardian, who is responsible for your use and purchases.

You must be at least eighteen (18) years old and legally able to enter into a binding contract to publish or sell music, connect a Stripe account, receive payments, or act as an Artist. An entity, label, manager, distributor, or other organization may use the Platform only through an individual authorized to bind that organization and the artists or rights holders it represents.

You represent that all information you provide is accurate, current, and complete and that you have authority to accept these Terms for yourself and any person or entity on whose behalf you act.

2. Accounts and account security

Some features require an account. You are responsible for safeguarding your login credentials, maintaining accurate account information, and all activity occurring through your account. You may not sell, transfer, share, or permit another person to use your account except that an Artist may authorize employees, managers, agents, or contractors to assist with the Artist account under the Artist’s supervision.

Notify Lutely promptly at support@lutely.com if you believe an account has been compromised. Lutely may require identity, authority, rights-ownership, tax, or payment verification before permitting access to features or releasing funds.

You do not acquire an ownership interest in your account. Lutely may reject, suspend, restrict, or terminate accounts as these Terms provide.

3. Platform roles and definitions

A “User” is any person or entity that accesses or uses the Platform.

An “Artist” or “Seller” is a User that uploads, processes, publishes, offers, or sells Artist Content. An Artist may be an individual performer, band, record label, distributor, manager, rights holder, or other authorized entity.

A “Listener” or “Buyer” is a User that browses, streams, downloads, or purchases Artist Content.

“Artist Content” means sound recordings, musical compositions, albums, tracks, audiovisual works, artwork, photographs, names, likenesses, biographies, lyrics, metadata, descriptions, pricing, promotional materials, and other materials an Artist submits to or makes available through the Platform.

“User Content” means Artist Content and any other material a User submits, posts, sends, or makes available through the Platform, including profile information, comments, messages, prompts, and feedback.

“Lutely Tools” means the Platform’s audio, video, data, artificial-intelligence, workflow, content-analysis, asset-management, and other creation or processing tools.

“Output” means any audio, video, text, metadata, analysis, derivative file, visual, or other material produced through a Lutely Tool from User Content or a User’s instructions.

4. Artist marketplace and merchant-of-record structure

The Platform enables Artists to offer digital music directly to Buyers and enables Buyers to place a single order containing music from one or multiple Artists.

For payment-processing purposes, Lutely is the merchant of record and the Buyer’s payment counterparty. The Buyer’s payment is charged by Lutely, and Lutely may appear on card statements, payment confirmations, and receipts. Lutely may collect the entire order amount, deduct applicable amounts, and transfer Artist Proceeds to one or more Artists through Stripe Connect or another payment provider.

Lutely does not acquire ownership of Artist Content merely because Lutely processes a sale or acts as merchant of record. The applicable Artist remains the owner, authorized controller, supplier, and licensor of the Artist Content and is responsible for its legality, accuracy, quality, and rights clearance.

A marketplace order may include Artist Content from multiple Artists. Lutely may allocate the order price, fees, taxes, refunds, disputes, chargebacks, and other adjustments among the applicable Artists using commercially reasonable methods.

5. Publishing and Stripe Connect

An Artist must successfully complete Stripe Connect onboarding and maintain an eligible connected account before publishing Artist Content for sale. Stripe’s services are governed by Stripe’s own agreements and privacy policy. Lutely does not control Stripe’s eligibility, verification, reserve, payout, or account-closure decisions.

Artists authorize Lutely and Stripe to create charges, collect payments, deduct amounts, make transfers, reverse transfers, debit available balances where permitted, and take other actions reasonably necessary to administer marketplace transactions.

Lutely may require additional documentation showing identity, authority, ownership, licenses, label relationships, contributor permissions, tax status, or the source of Artist Content. Lutely may decline or remove a listing or suspend payouts until requested information is provided to Lutely’s satisfaction.

6. Prices, service fees, commissions, and processing costs

Artists generally set the listed price for their Artist Content, subject to minimum prices, maximum prices, supported currencies, and other pricing rules established by Lutely. Lutely may require a minimum price to ensure that payment-processing costs and other transaction expenses do not consume the full sale amount.

Lutely currently does not deduct a sales commission from the Artist’s listed price. This is referred to as “commission-free” selling. Commission-free does not mean transactions have no costs. Payment-processing fees, taxes, refunds, disputes, chargebacks, reserves, adjustments, and other amounts described in these Terms may be deducted from Artist Proceeds.

Lutely currently charges Buyers a service fee equal to the greater of one U.S. dollar ($1.00) or six percent (6%) of the applicable purchase amount. The service fee and total amount charged will be disclosed before checkout is completed. Stripe calculates its processing fee using the entire amount charged to the Buyer, including Lutely’s service fee. Lutely deducts the full applicable Stripe processing fee when calculating Artist Proceeds, so the Artist may bear a small additional processing cost attributable to Lutely’s service fee.

Lutely may change pricing rules, service fees, commissions, processing-fee allocation, payout methods, or other charges prospectively. Material changes affecting an Artist’s economics will be disclosed through the Platform, by email, or through another reasonable notice method before they apply to future sales.

7. Artist Proceeds and payout calculations

“Artist Proceeds” means the amount Lutely calculates as payable to an Artist for a transaction after deducting or allocating, as applicable:

payment-processing and currency-conversion fees;
refunds, credits, reversals, disputes, chargebacks, and related fees;
taxes, tax withholding, levies, or reporting-related adjustments;
reserves, holds, offsets, and negative balances;
amounts attributable to fraud, infringement, manipulation, errors, or violations of these Terms;
amounts the Artist owes Lutely or another User; and
any other fee or deduction clearly disclosed through the Platform or agreed with the Artist.

Lutely’s dashboard calculations, estimates, analytics, and reports may be delayed or contain errors. Lutely may correct calculation, allocation, or payment errors and may adjust future Artist Proceeds accordingly.

Artists are solely responsible for agreements with collaborators, featured artists, producers, songwriters, publishers, labels, distributors, managers, unions, guilds, and other participants. Lutely has no obligation to divide Artist Proceeds among those persons unless Lutely expressly offers and the Artist uses a supported split-payment feature.

8. Payout timing, reserves, holds, reversals, and recovery

Subject to any holds, reserves, reversals, offsets, and other rights described in this Section or otherwise communicated by Lutely to Artists, Lutely may make Artist Proceeds available on a monthly payout basis, or on a more frequent payout basis depending on the applicable Artist account type or plan.

Lutely may change payout schedules, eligibility, methods, or fees prospectively. The availability of proceeds under any standard schedule remains subject to the protections and adjustments described below.

Payout timing shown on the Platform is an estimate and is not guaranteed. Lutely may delay, suspend, withhold, reserve, reverse, recoup, or offset any transfer or payout when Lutely reasonably believes doing so is necessary to:

process or anticipate a refund, dispute, chargeback, reversal, or processing fee;
investigate suspected fraud, unauthorized activity, stolen or infringing content, artificial sales, or other misconduct;
address unusually high refund, dispute, or chargeback rates;
comply with law, a court order, a payment-provider requirement, or a rights-holder request;
correct an error or duplicate payment;
protect Lutely, Buyers, Artists, payment providers, or third parties from loss; or
collect an amount the Artist owes under these Terms.

Lutely may establish transaction-specific or rolling reserves and may apply longer payout delays to new, high-risk, or restricted accounts. Lutely is not required to disclose confidential fraud-detection methods.

If Lutely refunds or credits a Buyer, loses a dispute, pays a chargeback or related fee, or otherwise incurs a loss attributable to an Artist, the Artist authorizes Lutely to reverse the corresponding transfer, debit available balances where permitted, deduct the amount from future Artist Proceeds, invoice the Artist, or use any other lawful collection method.

An Artist remains responsible for amounts owed after account suspension, termination, or disconnection from Stripe. If the Artist’s available balance is insufficient, the Artist must reimburse Lutely promptly upon demand.

9. Purchases, digital licenses, downloads, and streaming

When a Buyer purchases digital music, the Buyer receives a limited, personal, non-exclusive, non-transferable, non-sublicensable license to download, store, and listen to the purchased files for personal, non-commercial use. The purchase does not transfer ownership of the sound recording, musical composition, artwork, trademarks, publicity rights, or other intellectual property.

Subject to these Terms, Platform availability, and legal restrictions, a Buyer may stream purchased music through the Buyer’s account and may redownload the purchased files. Buyers may not redistribute, resell, publicly perform, broadcast, upload, share, sublicense, commercially exploit, alter rights-management information, circumvent access controls, or use purchased files to train artificial-intelligence systems without authorization from the applicable rights holders.

Lutely may make different file formats or quality levels available and may create delivery files from source files uploaded by the Artist. Information shown at checkout or on the purchase page will govern the file format delivered.

The Buyer is responsible for maintaining independent backups of downloaded files. Lutely does not guarantee that streaming, account access, or redownload functionality will remain available permanently.

10. Final sales and refunds

Digital music purchases are final and nonrefundable except where required by law or where Lutely, in its discretion, determines that a refund, credit, or other remedy is appropriate. Circumstances that may support a remedy include a duplicate or unauthorized charge, failure to deliver the purchased content, a materially corrupted file, or removal of content because it was unauthorized or infringing.

Refund requests must be submitted to Lutely through the support methods provided on the Platform.

A Buyer should contact Lutely before initiating a dispute with a bank or payment provider so that Lutely has an opportunity to investigate and resolve the issue. Lutely may suspend or terminate accounts associated with fraudulent, abusive, or bad-faith disputes and may recover resulting losses where permitted by law.

11. Removal of Artist Content and prior purchases

An Artist may stop offering Artist Content for new purchases by using the available Platform controls. Removing a listing of Artist Content from the Platform does not automatically terminate licenses already granted to Buyers.

The Artist authorizes Lutely to retain, host, reproduce, stream, and redistribute previously purchased Artist Content as reasonably necessary to provide continuing access and replacement downloads to valid prior Buyers. This authorization survives removal of the listing and termination of the Artist’s account for as long as Lutely continues to provide access to valid prior Buyers.

Lutely may disable access to purchased content where Lutely reasonably believes continued access would violate law, a court order, a rights-holder demand, the DMCA, a payment-provider rule, or a third party’s rights. Lutely may also discontinue access because of service shutdown, security risk, technical impossibility, or circumstances outside Lutely’s reasonable control. Where appropriate, Lutely may provide a replacement, credit, or refund, but does not guarantee that purchased content will remain available forever.

12. Artist ownership and license to Lutely

As between Lutely and the Artist, the Artist retains ownership of Artist Content and Outputs to the extent the Artist owns the underlying rights and applicable law permits ownership.

The Artist grants Lutely and its service providers a worldwide, non-exclusive, royalty-free, fully paid, sublicensable license to host, store, reproduce, copy, format, transcode, modify for technical purposes, create previews and delivery versions, distribute, transmit, publicly perform, publicly display, communicate, market, promote, and otherwise use Artist Content and Outputs as reasonably necessary to:

operate, secure, improve, test, and provide the Platform and Lutely Tools;
create, process, store, and deliver Outputs requested by the Artist;
display Artist pages and listings;
stream, preview, sell, and deliver Artist Content to Buyers;
market Lutely, the Platform, the Artist, and available releases; and
comply with law, enforce these Terms, and respond to rights claims.

The Artist grants Lutely and its service providers a worldwide, non-exclusive, royalty-free, fully paid, sublicensable license to use the Artist’s names, trademarks, logos, likenesses, biographies, artwork, and promotional materials in connection with the Platform and promotion of the Artist’s presence on Lutely.

The license continues for as long as necessary to provide the Platform, administer transactions, maintain records, support prior purchases, resolve disputes, and comply with law. Rights needed to support valid prior purchases survive account termination and content removal.

13. Lutely Tools, artificial intelligence, and Outputs

Lutely Tools may analyze, transform, edit, separate, censor, transcode, summarize, classify, generate, or otherwise process User Content. Outputs may include stems, clean versions, lyrics, metadata, content analyses, videos, visual assets, or other materials.

Users are responsible for reviewing Outputs before use or publication. Outputs may contain errors, omissions, artifacts, misclassifications, or similarities to other material. Lutely does not guarantee that an Output is accurate, unique, noninfringing, commercially suitable, or eligible for copyright or other protection.

To provide, operate, test, secure, maintain, develop, train, evaluate, and improve Lutely and the Lutely Tools, the User grants Lutely a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license, during and permanently after the User’s use of the Platform, to store, reproduce, process, modify, analyze, and create derivative works from User Content, prompts, usage data, and Outputs, and to use those materials to train, test, evaluate, and improve Lutely’s artificial-intelligence models, tools, systems, and related technology. Lutely may exercise these rights for Lutely’s products, services, safety, security, research, operations, and product-improvement purposes, as further described in the Privacy Policy. Lutely does not acquire ownership of Artist Content under this license. Lutely will not use Artist Content to create or market an unauthorized clone of an Artist’s voice or distinctive sound.

A User may not use Lutely Tools to impersonate a person without authorization; create deceptive, unlawful, defamatory, exploitative, or infringing material; remove rights-management information; circumvent access controls; or falsely represent artificially generated material as an authentic performance by another person.

Disclaimer. Lutely Tools may produce Outputs that are automated, probabilistic, incomplete, inaccurate, inconsistent, or unsuitable for a particular purpose. Outputs may not be unique and may be similar to material generated for other users. Lutely does not guarantee the accuracy, quality, availability, non-infringement, ownership, commercial suitability, or legal status of any Output. You are responsible for reviewing and evaluating Outputs before using, publishing, distributing, licensing, relying on, or making decisions based on them, including confirming that your use does not violate applicable law or infringe, misappropriate, or otherwise violate the rights of any person. In particular, you are responsible for obtaining all rights, permissions, clearances, consents, and licenses necessary for your prompts, User Content, and intended use of any Output, including rights relating to copyrights, sound recordings, musical compositions, names, likenesses, voices, publicity, privacy, and trademarks.

14. Artist representations, warranties, and obligations

Each Artist represents, warrants, and agrees that:

the Artist owns or controls all rights necessary to upload, process, publish, sell, stream, promote, and deliver the Artist Content, use the Lutely Tools, and to grant the rights in these Terms;
all sound-recording, composition, publishing, mechanical, performance, synchronization, artwork, trademark, name, likeness, privacy, publicity, sample, interpolation, and other necessary rights and permissions have been obtained;
the Artist has authority to act for every artist, label, distributor, rights holder, and contributor identified in the account or metadata;
Artist Content, metadata, credits, descriptions, prices, and account information are accurate and not misleading;
Artist Content and its exploitation through the Platform will not infringe, misappropriate, or violate any third party’s rights or any law;
the Artist will not upload unauthorized cover recordings, samples, interpolations, remixes, impersonations, or other derivative material;
no undisclosed payment, royalty, fee, residual, union payment, guild payment, or other compensation will become payable by Lutely because of the Artist Content or its exploitation as authorized by these Terms;
the Artist will not manipulate sales, make sham purchases, use stolen payment methods, coordinate fraudulent transactions, or attempt to influence charts or metrics deceptively;
the Artist will respond promptly to Lutely’s requests for rights documentation or transaction information; and
the Artist will comply with all laws applicable to the Artist’s business, content, communications, taxes, and use of Buyer information.

The Artist must notify Lutely promptly if any relevant right, license, authority, or permission expires, is revoked, becomes disputed, or changes in a way that affects Artist Content.

15. Buyer information and Artist communications

For each purchase, Lutely may provide the applicable Artist with information about the Buyer and transaction, including the Buyer’s name, email address, purchase amount, purchased items, and related transaction details. The Privacy Policy explains these disclosures.

An Artist may use Buyer information only for legitimate purposes related to the Artist’s relationship with that Buyer, including customer service, purchase support, release news, artist updates, and lawful direct communications. The Artist may not sell, rent, license, exchange, disclose, or provide Buyer information to unrelated third parties or use it for unlawful discrimination, harassment, fraud, identity theft, data brokerage, or unrelated profiling.

Every Artist communication must accurately identify the sender, comply with applicable email, text-message, privacy, and consumer-protection laws, and provide a functional method to unsubscribe or opt out where required. An Artist must honor opt-out requests promptly and must not continue promotional communications after a Buyer has opted out.

The Artist is independently responsible for copies of Buyer information exported, downloaded, or stored outside Lutely. Upon request, account termination, or when the information is no longer needed, the Artist must delete or restrict its use as required by law and Lutely’s instructions, except to the extent retention is legally required.

Lutely may provide in-Platform messaging or communication features. Users may communicate freely only in compliance with these Terms and the Acceptable Use Policy. Lutely may investigate abuse, but does not guarantee that it will monitor or preserve every communication.

16. Taxes and reporting

Artists are responsible for income, franchise, business, payroll, royalty, and other taxes imposed on the Artist or the Artist’s earnings, personnel, or business activities.

Lutely may calculate, collect, withhold, report, and remit sales tax, use tax, value-added tax, goods-and-services tax, withholding tax, or other taxes where Lutely determines that it is required or appropriate to do so. Lutely may request tax forms, taxpayer-identification numbers, certifications, or other information and may withhold payouts until satisfactory information is provided.

Lutely or Stripe may issue tax forms or transaction reports as required by law. Artists remain responsible for obtaining independent tax advice and filing accurate returns. Lutely does not provide legal, accounting, or tax advice.

17. Subscriptions and paid Platform services

Lutely may offer monthly, annual, usage-based, credit-based, or other paid plans and services. Prices, included features, usage limits, and billing periods will be disclosed before purchase.

By purchasing a recurring subscription, you authorize Lutely or its payment provider to charge the applicable payment method at the start of each billing period until cancellation. Subscriptions automatically renew unless canceled before the next renewal date. Cancellation takes effect at the end of the current paid billing period unless the Platform states otherwise.

Subscription and service fees are nonrefundable except where required by law or expressly stated by Lutely. Lutely may change subscription prices prospectively after reasonable notice. Lutely may modify or discontinue features and may impose or change reasonable usage limits.

18. Acceptable use and prohibited conduct

You must comply with the Acceptable Use Policy. Without limiting that policy, you may not:

violate law or another person’s rights;
upload, sell, distribute, or process content you do not have authority to use;
impersonate another person, artist, label, or organization;
engage in fraud, payment abuse, money laundering, sanctions evasion, wash trading, fake sales, chart manipulation, or deceptive activity;
scrape, harvest, sell, or misuse personal information;
send spam, threats, harassment, or unlawful communications;
interfere with the Platform, security controls, payment systems, or other Users;
reverse engineer or misuse Platform software except where applicable law prohibits that restriction; or
use bots, automation, or high-volume access without Lutely’s written permission.

Lutely may remove content, cancel transactions, restrict features, or suspend accounts where Lutely reasonably suspects a violation.

19. Copyright complaints and repeat infringers

Lutely responds to copyright notices and counter-notices under its Digital Millennium Copyright Act Policy. Lutely may remove or disable access to Artist Content, suspend payouts, preserve funds, disclose information where legally permitted, and terminate repeat infringers.

A copyright removal may affect both new sales and access by prior purchasers. Lutely will determine, in light of the claim and applicable law, whether prior-purchase access can continue, must be disabled, or may be restored.

20. Third-party services

The Platform may depend on Stripe, cloud-hosting providers, analytics providers, authentication providers, communications providers, and other third parties. Lutely does not use third-party AI model providers to process customer audio, prompts, or Outputs unless disclosed. Third-party services may have separate terms and privacy policies.

Lutely is not responsible for third-party outages, eligibility decisions, account restrictions, security incidents, fees, or acts and omissions except to the extent responsibility cannot legally be disclaimed.

21. Suspension and termination

Lutely may suspend, restrict, or terminate access to all or part of the Platform immediately where Lutely reasonably believes a User has violated these Terms, created legal or financial risk, engaged in fraud or infringement, failed verification, accumulated a negative balance, or threatened the Platform or another person.

Lutely may otherwise discontinue an account or feature upon reasonable notice where practicable. A User may close an account using available controls or by contacting support.

Termination does not eliminate obligations or liabilities arising before termination. Provisions concerning ownership, licenses needed for prior purchases, payment adjustments, taxes, confidentiality, data use, warranties, disclaimers, limitation of liability, indemnification, disputes, and amounts owed survive.

22. Platform changes and availability

Lutely may add, remove, modify, suspend, or discontinue features, plans, file formats, pricing rules, integrations, and Platform functionality. Lutely does not guarantee uninterrupted or error-free availability.

The Platform may be unavailable because of maintenance, third-party failures, cyberattacks, legal demands, disasters, or other circumstances. Lutely is not liable for unavailable features or lost access except to the extent required by law.

23. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, LUTELY TOOLS, ARTIST CONTENT, OUTPUTS, PURCHASES, STREAMING, DOWNLOADS, AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY.

LUTELY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

LUTELY DOES NOT WARRANT THAT THE PLATFORM OR ANY CONTENT OR OUTPUT WILL BE ACCURATE, COMPLETE, SECURE, AVAILABLE, ERROR-FREE, FREE OF HARMFUL CODE, OR SUITABLE FOR A PARTICULAR PURPOSE. ARTIST CONTENT IS PROVIDED BY ARTISTS, AND LUTELY DOES NOT INDEPENDENTLY VERIFY EVERY RIGHT, CLAIM, CREDIT, DESCRIPTION, OR FILE.

Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

24. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUTELY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, CONTENT, OR OPPORTUNITIES, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUTELY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT THE CLAIMANT PAID DIRECTLY TO LUTELY FOR PLATFORM SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations do not apply where prohibited by law and do not limit liability that cannot legally be limited.

25. Indemnification

You will indemnify, defend, and hold harmless Lutely and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from claims, demands, proceedings, damages, losses, liabilities, penalties, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

your User Content, Artist Content, or Outputs;
your breach of these Terms or another incorporated policy;
your infringement, misappropriation, or violation of another person’s rights;
your fraud, misconduct, communications, taxes, business activities, or use of Buyer information;
an Artist’s failure to pay a collaborator, rights holder, tax authority, or other person;
transactions, refunds, disputes, chargebacks, or losses attributable to your account or Artist Content; or
your use of the Platform in violation of law.

Lutely may control the defense and settlement of an indemnified matter. You may not settle a claim in a manner that admits liability by or imposes obligations on Lutely without Lutely’s written consent.

26. Disputes, governing law, arbitration, and class-action waiver

Before filing a formal claim, you agree to send written notice describing the dispute to notices@lutely.com and allow thirty (30) days for an informal resolution attempt.

These Terms and disputes relating to them are governed by Delaware law, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs arbitration.

Except for eligible small-claims matters and claims seeking temporary or injunctive relief for intellectual-property misuse, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform will be resolved by binding individual arbitration administered by JAMS under its applicable rules. Arbitration will occur in the county and state where Lutely has its principal place of business unless the parties agree otherwise or applicable consumer law requires another location or remote proceeding.

ARBITRATION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTIONS AND ARBITRATIONS ARE NOT PERMITTED TO THE MAXIMUM EXTENT ALLOWED BY LAW. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL.

A court of competent jurisdiction may determine the enforceability of this arbitration agreement and class-action waiver where applicable law requires.

27. Changes to these Terms

Lutely may update these Terms. If a change is material, Lutely may provide notice by email, through the Platform, or by another reasonable method. Unless a different date is stated, changes apply prospectively thirty (30) days after notice to existing Users and immediately to Users who first accept the revised Terms after publication.

Continued use after the effective date of revised Terms constitutes acceptance where permitted by law. If you do not agree, you must stop using the Platform and cancel applicable subscriptions before the revised Terms take effect.

28. General provisions

The relationship between you and Lutely is that of independent contracting parties. These Terms do not create a partnership, joint venture, employment, agency, franchise, fiduciary, or exclusive relationship, except that Artists authorize Lutely to act as merchant of record and payment facilitator for marketplace transactions as expressly described.

You may not assign these Terms without Lutely’s written consent. Lutely may assign these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law.

If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain effective. A waiver must be in writing and does not waive future breaches.

These Terms and incorporated policies constitute the entire agreement concerning their subject matter and supersede prior terms relating to the Platform after the effective date. Existing obligations, purchases, and liabilities arising under earlier terms survive to the extent necessary to give them effect.

Headings are for convenience only. “Including” means “including without limitation.” Electronic notices and signatures have the same effect as written ones where permitted by law.

29. Contact and notices

Questions and support requests may be sent to support@lutely.com or info@lutely.com.

Formal legal notices to Lutely must be sent to notices@lutely.com and, if required by law, to:

License Lounge, Inc. d/b/a Lutely 440 Burroughs Street, Suite 129, Detroit, Michigan 48202 United States