Terms of Use

Vocal Pockets Terms of Use

Last Updated: August 18, 2026

Welcome, and thank you for your interest in Vocal Pockets! These Terms of Use (“Terms”) are a legal agreement between you and Vocal Pockets, LLC, a limited liability company organized under the laws of the State of New Jersey (“Vocal Pockets,” “us,” “we,” or “our”) and establish the terms and conditions that apply to you when you use the Platform (as defined below).

BY ACCESSING THE PLATFORM OR BY CLICKING “I AGREE” (OR ANY SIMILAR INDICATION OF ACCEPTANCE), YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY, THE GROOVE LICENSE, ALL APPLICABLE SUPPLEMENTAL AGREEMENTS, AND ALL APPLICABLE POLICIES (EACH AS DEFINED BELOW). YOU ARE NOT PERMITTED TO USE THE PLATFORM IF YOU DO NOT AGREE TO THESE TERMS.

THESE TERMS CAN BE CHANGED, MODIFIED, SUPPLEMENTED, OR UPDATED BY VOCAL POCKETS AT ANY TIME IN ACCORDANCE WITH SECTION 18(b). YOUR CONTINUED USE OF THE PLATFORM AFTER ANY SUCH MODIFICATION MEANS THAT YOU ACCEPT ALL SUCH CHANGES. THESE TERMS WERE LAST MODIFIED AS OF THE DATE INDICATED ABOVE.

IMPORTANT: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER IN SECTION 15. PLEASE READ THEM CAREFULLY. THEY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS IN SECTION 15(f) WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THESE TERMS.

Table of Contents

1. Definitions

As used in these Terms, the following capitalized terms have the meanings set forth below:

  • “Beta Feature” means any feature, functionality, or component of the Platform that is identified by Vocal Pockets, including via the applicable user interface, product documentation, or other communications to you, as “Beta,” “Alpha,” “Experimental,” “Early Access,” “Preview,” or “Pre-Release,” or that is otherwise identified by Vocal Pockets as unsupported.
  • “Content Products” means the products described in and governed by the Groove License, including Groove Products and Artwork as defined therein. For clarity, Content Products does not include Software.
  • “Generated Output” means any MIDI data, chord progressions, voicings, or other musical output generated by any Software product, whether through AI-assisted features or local processing engines.
  • “Groove License” means the Vocal Pockets content license agreement governing Content Products, currently accessible at vocalpockets.com/pages/groove-license, as updated from time to time.
  • “Platform” means, collectively, the Services and Products.
  • “Plugin Supplemental Agreement” or “PSA” means the product-specific supplemental license and subscription terms governing your use of a particular Software product, as made available at the applicable URL designated by Vocal Pockets or presented to you at the time of installation. The PSA is currently accessible at vocalpockets.com/pages/plugin-supplemental-agreement.
  • “Policies” means (i) the Acceptable Use Policy (currently accessible at vocalpockets.com/pages/acceptable-use-policy); (ii) the Refund Policy (currently accessible at vocalpockets.com/pages/refund-policy); (iii) the Credit Policy (currently accessible at vocalpockets.com/pages/credit-policy); and (iv) any other policies, guidelines, or rules that Vocal Pockets makes available to you from time to time in connection with the Platform, each as modified by Vocal Pockets at its discretion with notice as described in Section 18(b).
  • “Privacy Policy” means Vocal Pockets’s privacy policy, currently accessible at vocalpockets.com/pages/privacy-policy, as updated from time to time.
  • “Products” means, collectively, Content Products and Software.
  • “Services” means the Vocal Pockets website (vocalpockets.com), including any subdomains thereof, marketing emails, other email communications, and any other online services offered by Vocal Pockets, its affiliates, or subsidiaries, as each may be updated, relocated, or otherwise modified from time to time, and all intellectual property contained therein.
  • “Software” means applications made available by Vocal Pockets for download and installation on your devices in audio plugin formats, including Audio Unit (AU), AU MIDI FX, VST3, VST3 MIDI FX and similar formats, together with any associated documentation, content libraries, and related materials. For the avoidance of doubt, Software does not include Content Products.
  • “Subscription” means a recurring paid access arrangement for Software or other Platform features, billed on the cycle selected at the time of purchase, as further described in Section 5.
  • “User” means any person who accesses or uses the Platform, whether on his or her own behalf or on behalf of any third party.
  • “User Content” means any content, materials, or information that you submit, post, or transmit through the Services, including without limitation reviews, comments, and social media content.

2. Acceptance and Eligibility

(a) Acceptance. You accept these Terms by (i) accessing or using the Services; (ii) clicking “I Agree” or any similar indication of acceptance when presented with these Terms; or (iii) installing or using any Software. If you do not agree to these Terms, you must not access or use any part of the Platform.

(b) Age and Eligibility. You represent and warrant that you are at least eighteen (18) years of age, are fully able and competent to enter into these Terms, and have not previously been suspended or removed from the Platform by Vocal Pockets. THE PLATFORM IS NOT FOR PERSONS UNDER THE AGE OF 18 OR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE PLATFORM BY VOCAL POCKETS.

(c) Organizational Use. If you are accepting these Terms on behalf of a company, entity, or organization (each, an “Organization”), you represent and warrant that (i) you are an authorized representative of such Organization with the authority to bind it to these Terms; (ii) you agree to be bound by these Terms on behalf of such Organization; and (iii) your Organization meets the eligibility requirements set forth in these Terms. You will be solely responsible for ensuring your Organization complies with these Terms. References to “you” in these Terms will refer to both you individually and your Organization.

(d) Accuracy of Information. You acknowledge that if you provide any information to Vocal Pockets that is untrue, inaccurate, not current, or incomplete, Vocal Pockets may terminate these Terms and your continued access to and use of the Platform.

3. License Grants

(a) Services License. Subject to your complete and ongoing compliance with these Terms, Vocal Pockets grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for the purpose of browsing, purchasing, and accessing Platform content for your personal or internal business use in connection with music production, on devices that you own or control. This license does not permit (i) systematic or automated access to, scraping, or indexing of the Services or any content therein; (ii) use of the Services for benchmarking, competitive analysis, or development of competing products or services; or (iii) any use that exceeds the scope of normal consumer access to the Services.

(b) Content Products License. Your right to use Content Products that you have purchased or otherwise lawfully obtained from Vocal Pockets is governed by the Groove License.

(c) Software License. Your use of any Software is subject to these Terms and the applicable Plugin Supplemental Agreement. The PSA governs the specific terms of your Software license, including without limitation the scope of the license grant, device limitations, feature entitlements, and any Subscription requirements. In the event of a conflict between these Terms and a PSA with respect to Software-specific matters, the PSA will control as set forth in Section 4(e).

(d) Licensed, Not Sold. All Products are licensed, not sold. No title to or ownership of any Product is transferred to you. These Terms, the Groove License, and any applicable PSA do not convey any ownership interest in any Product or intellectual property of Vocal Pockets.

(e) Reservation of Rights. Vocal Pockets reserves all rights not expressly granted in these Terms, the Groove License, and any applicable PSA. Vocal Pockets reserves the right at all times, for any reason, and without notice to (i) restrict, deactivate, or terminate your access to the Platform (or any portion thereof); and (ii) modify or discontinue providing the Platform (or any portion thereof). You agree that Vocal Pockets will not be liable to you or any third party for any termination or modification to the Platform regardless of the reason.

4. Incorporated Documents

(a) Groove License. Your use of Content Products is additionally governed by the Groove License, which is incorporated into these Terms by reference.

(b) Plugin Supplemental Agreements. Your use of Software is additionally governed by the applicable Plugin Supplemental Agreement, which is incorporated into these Terms by reference.

(c) Policies. Your use of the Platform is subject to all Policies, which are incorporated into these Terms by reference and form part of the agreement between you and Vocal Pockets.

(d) Privacy Policy. Vocal Pockets’s collection and use of your personal information is governed by the Privacy Policy, which is incorporated into these Terms by reference. By accepting these Terms, you acknowledge that you consent to the data handling and information security practices described in the Privacy Policy.

(e) Conflicts. In the event of a conflict between these Terms and the Groove License with respect to Content Products, the Groove License will control. In the event of a conflict between these Terms and a Plugin Supplemental Agreement with respect to Software-specific matters, the PSA will control. In the event of a conflict between these Terms and the Privacy Policy with respect to data collection and privacy matters, the Privacy Policy will control. In all other cases, these Terms will control.

(f) URL Changes. Vocal Pockets may relocate any document referenced in the Terms to a different URL at its discretion. The version of each document then published at its current URL, as communicated by Vocal Pockets or as may be found via the Platform, is the operative version, regardless of whether that URL differs from any URL previously referenced in these Terms or elsewhere.

5. Subscriptions and Billing

(a) Subscription Terms. Certain features of the Platform, including access to Software products, may require a paid Subscription. The specific features, pricing, and billing cycle for each Subscription tier are described on the applicable product page at the time of purchase. Vocal Pockets reserves the right to modify Subscription tiers, features, and pricing at any time, subject to Section 5(d).

(b) Auto-Renewal. SUBSCRIPTIONS AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD AT THE THEN-CURRENT RATE UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE VOCAL POCKETS AND ITS PAYMENT PROCESSORS TO CHARGE YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR THE APPLICABLE SUBSCRIPTION FEES PLUS ANY APPLICABLE TAXES, UNTIL YOU CANCEL. You may cancel your Subscription in the manner described in Section 5(h). Cancellation will take effect at the end of your current billing period; you will retain access to Subscription features through the remainder of the paid period.

(c) Trials and Promotional Offers. Vocal Pockets may offer trial periods, introductory pricing, promotional offers, or other special terms for Subscriptions from time to time. The specific terms, duration, limitations, and conversion mechanics of any trial or promotional offer will be disclosed at the time of enrollment and may be described in the applicable Policies or on the product page. Unless you cancel before the end of a trial or promotional period in the manner specified at enrollment, your trial or promotional access may convert to a paid Subscription at the rate and on the terms disclosed at the time of enrollment. Vocal Pockets reserves the right to determine eligibility for trials and promotional offers and to modify or discontinue any such offer at any time.

(d) Price Changes. Vocal Pockets may change Subscription pricing upon not less than thirty (30) days’ advance notice to you (via email or through the Platform). The updated pricing will take effect at the start of your next billing period following the notice period. Your continued use of the Subscription after the effective date of a price change constitutes your acceptance of the new pricing. If you do not agree to a price change, you may cancel your Subscription before the new pricing takes effect.

(e) Payment Processing. Vocal Pockets uses third-party payment processors (such as Shopify) to process payments. Payment card data is handled directly by the applicable payment processor and is not stored by Vocal Pockets. You are responsible for providing accurate and current payment information and for all charges incurred on your account.

(f) Failed Payments. If a Subscription renewal payment fails, Vocal Pockets may restrict or suspend your access to Subscription features until payment is successfully processed. Vocal Pockets is not obligated to provide advance notice before restricting access due to failed payments, though Vocal Pockets will use reasonable efforts to notify you of the payment failure.

(g) Refunds. Refunds for Subscriptions, Products, and other purchases are governed by the Refund Policy. Except as expressly provided in any Refund Policy, all purchases are final and non-refundable.

(h) Cancellation. You may cancel your Subscription through the method(s) made available by Vocal Pockets, which may include cancellation through the Platform, through the applicable payment processor, or by contacting Vocal Pockets at the address specified in Section 18(h). The specific cancellation process will be described on the Platform or in the applicable Policies. Cancellation does not entitle you to a refund except as provided in any Refund Policy.

(i) Credits. Certain Subscription tiers include an allotment of cloud generation credits per billing period. The specific allotment, permitted uses, expiry terms, and other mechanics governing credits are set forth in the Credit Policy. Credits have no monetary value, are non-transferable, and are not refundable except as expressly provided in any Refund Policy.

6. Intellectual Property

(a) Vocal Pockets Ownership. The Platform, including all Software, Products, content, features, functionality, code, algorithms, AI models, user interface designs, documentation, trademarks, logos, and all intellectual property rights therein, is and remains the sole and exclusive property of Vocal Pockets and its licensors. These Terms do not grant you any right, title, or interest in the Platform except for the limited license rights expressly set forth herein, in the Groove License, and in the applicable PSA.

(b) User Ownership of Compositions. Subject to the restrictions in Section 7 and the Groove License or applicable PSA, you retain ownership of any original musical works you create using Products or Generated Output. Vocal Pockets makes no claim of ownership over your compositions.

(c) Generated Output Disclaimer. Generated Output, including MIDI data and chord voicings produced by AI-assisted features, is provided without any representation or warranty of originality, uniqueness, or non-infringement. You are solely responsible for evaluating any Generated Output before incorporating it into any musical work intended for commercial release, distribution, synchronization, or any other public use.

(d) Feedback. If you provide any feedback, suggestions, or ideas to Vocal Pockets concerning the functionality and performance of the Platform, including identifying potential errors and improvements (“Feedback”), you hereby grant to Vocal Pockets a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, distribute, display, perform, create derivative works of, and otherwise exploit such Feedback for any purpose, without attribution, compensation, or further consent. Vocal Pockets is under no obligation to use or implement any Feedback.

7. Restrictions

(a) General Restrictions. You may not:

  • sublicense, sell, distribute, lease, rent, or make publicly available the Platform or any component thereof, except as expressly permitted by the Groove License or the applicable PSA;
  • copy, modify, adapt, translate, or create derivative works of any Products or any portion of the Platform, except as expressly permitted;
  • reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, or architecture of any Product or any portion of the Platform, except to the extent expressly permitted by applicable law that cannot be waived by contract;
  • circumvent, disable, or interfere with any license enforcement, entitlement, digital rights management, or security mechanism in any Product or the Platform;
  • remove, alter, or obscure any copyright, trademark, or other proprietary notices in or on any Product or the Platform;
  • use any portion of the Platform to develop any product or service that competes with the Platform or any Vocal Pockets product;
  • transfer your account, credentials, or access rights to any other person except as expressly permitted; or
  • use any automated tools, bots, scripts, scrapers, or programmatic methods to access the Platform, except as expressly permitted by the applicable PSA or Policies.

(b) AI and Machine Learning Restrictions. You may not, and may not permit any third party to:

  • use any Product, Software, Generated Output, content, or any component thereof (including without limitation chord progressions, MIDI data, voicing information, image content, or any Content Products) to train, fine-tune, distill, evaluate, or otherwise develop or improve any artificial intelligence model, machine learning model, large language model, generative model, or similar system;
  • use any Generated Output or Product output, in whole or in part, as input to, context for, or grounding material for any AI or machine learning system, including without limitation as retrieval-augmented generation (RAG) context, vector embeddings, prompt context, or inferencing data, except solely for your own personal music production use within the Software itself;
  • probe, extract, reconstruct, or attempt to discover the training data, model weights, system prompts, or AI architecture underlying any Software or AI-assisted feature, including without limitation through prompt injection, adversarial inputs, or systematic generation attempts; or
  • use any Product or Generated Output to develop, train, or improve any product or service that competes with the Platform or any Vocal Pockets product, whether or not such development involves artificial intelligence or machine learning.

(c) Acceptable Use. Your use of the Platform is subject to the Acceptable Use Policy, which sets forth additional prohibited activities and behaviors. Violation of the Acceptable Use Policy constitutes a violation of these Terms. Vocal Pockets may immediately suspend or terminate your access to the Platform upon a violation of, or Vocal Pockets’s reasonable suspicion of a violation of, these Terms or any Policy, without prejudice to any other remedy available to Vocal Pockets.

8. User Content

(a) License to Vocal Pockets. By posting or sharing User Content through the Services, you grant Vocal Pockets a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable right and license to use, display, copy, modify, distribute, store, reproduce, publish, create derivative works from, and market and promote your User Content, in any form, medium, or technology now known or later developed, for the purpose of providing, operating, improving, marketing, and promoting the Platform. This license applies to all User Content you affirmatively submit through the Services, including reviews, comments, testimonials, and social media content, and any music or audio clips embedded or included therein. For the avoidance of doubt, this license does not apply to standalone musical compositions, sound recordings, or finished productions that you create using Products or Software and that are not affirmatively submitted by you as User Content through the Services.

(b) License to Other Users. By posting or sharing User Content with other users of the Services, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Services.

(c) Representations and Warranties. By submitting User Content, you affirm, represent, and warrant that (i) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Vocal Pockets and other Users to use and distribute your User Content as contemplated by these Terms; and (ii) your User Content, and the use of your User Content as contemplated by these Terms, does not and will not infringe, violate, or misappropriate any third-party right, including any intellectual property right, privacy right, or right of publicity.

(d) Disclaimer. Vocal Pockets is under no obligation to edit or control User Content and will not be in any way responsible or liable for User Content. Vocal Pockets may, however, at any time and without prior notice, remove or block any User Content that Vocal Pockets has reason to believe, in its sole judgment, violates these Terms, violates applicable law, or is otherwise objectionable. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT.

(e) Transaction Notifications. When using the Site, you may see notifications such as “User A purchased a product.” You acknowledge that such notifications indicate that a transaction occurred on the Site.

9. Usage Data

You agree that Vocal Pockets may collect and use technical data and related information to track and report your activity related to the Platform, including for analytics and product improvement purposes (“Usage Data”). Usage Data is owned by Vocal Pockets. Please see the Privacy Policy for additional details regarding the information Vocal Pockets collects and how it uses and discloses that information.

10. Third-Party Services

(a) Access. The Platform may provide you with access to, or integrate with, third-party websites, databases, networks, servers, software, programs, systems, applications, or services (collectively, “Third-Party Services”), including without limitation payment processors, cloud infrastructure providers, AI and machine learning service providers, and DAW host applications. Vocal Pockets does not control and has no responsibility for the content or operation of any Third-Party Services.

(b) Disclaimer. Vocal Pockets disclaims any and all responsibility or liability for any harm resulting from your use of Third-Party Services, and you hereby irrevocably waive any claim against Vocal Pockets with respect to the content or operation of any Third-Party Services.

(c) DAW Host Applications. Software products operate as plugins within third-party DAW host applications. Vocal Pockets does not develop, control, or maintain any DAW, and makes no representation or warranty regarding the compatibility of any Software with any particular DAW, DAW version, or operating system configuration. You acknowledge that plugin software may affect DAW stability, and Vocal Pockets will not be liable for any loss of data, session corruption, crashes, or other issues arising from the interaction between any Software and your DAW or operating system environment.

(d) Open Source Components. The Platform may incorporate third-party open-source software components (“Open Source Components”). To the extent any Open Source Component is governed by a license that grants you rights that these Terms would otherwise limit or restrict, those open-source license terms will control with respect to that Open Source Component, and nothing in these Terms is intended to override them.

(e) Cloud Processing for AI-Assisted Features. Certain Software features, including AI-assisted generation of Generated Output, may require transmission of content you select or submit within the Software to Vocal Pockets’s cloud infrastructure and to third-party subprocessors for processing. Vocal Pockets’s collection, use, and disclosure of such information is described in the Privacy Policy. By using any AI-assisted feature, you acknowledge that such transmission and processing may occur. Vocal Pockets does not warrant that any third-party AI or cloud processing service will be uninterrupted, error-free, or available in all jurisdictions.

11. Disclaimer of Warranties

(a) TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL PRODUCTS, MATERIALS, GENERATED OUTPUT, AND CONTENT AVAILABLE THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, VOCAL POCKETS, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SUBSIDIARIES, LICENSORS, CONTENT PROVIDERS, AND EMPLOYEES (COLLECTIVELY, THE “VOCAL POCKETS PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PLATFORM AND ALL PRODUCTS, MATERIALS, GENERATED OUTPUT, AND CONTENT AVAILABLE THROUGH THE PLATFORM, INCLUDING (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

(b) TO THE FULLEST EXTENT PERMITTED BY LAW, THE VOCAL POCKETS PARTIES DO NOT WARRANT THAT (I) THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS; (II) ANY DEFECTS WILL BE CORRECTED; (III) ANY PRODUCTS WILL BE COMPATIBLE WITH ANY PARTICULAR DAW, DAW VERSION, OR OPERATING SYSTEM CONFIGURATION; (IV) ANY GENERATED OUTPUT WILL BE ORIGINAL, UNIQUE, OR FREE FROM THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS; OR (V) ANY RESULTS OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE.

(c) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PLATFORM OR VOCAL POCKETS WILL CREATE ANY WARRANTY REGARDING THE VOCAL POCKETS PARTIES OR THE PLATFORM THAT IS NOT EXPRESSLY STATED IN THESE TERMS.

(d) YOU UNDERSTAND AND AGREE THAT YOU USE THE PLATFORM, AND ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN PRODUCTS, MATERIALS, OR CONTENT THROUGH THE PLATFORM AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK.

(e) Beta Features. Certain features of the Platform may be made available to you as Beta Features. Vocal Pockets will have no liability under these Terms, the Groove License, any PSA, or any Policy (including any indemnification obligation) arising out of or relating to your use of any Beta Feature. Your use of any Beta Feature is solely at your own risk and may be subject to additional terms specified by Vocal Pockets at the time the Beta Feature is made available. Vocal Pockets is not obligated to provide support for any Beta Feature and may, at its sole discretion, modify, limit, or discontinue any Beta Feature at any time without liability to you.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE VOCAL POCKETS PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, MUSICAL WORKS, RECORDINGS, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PLATFORM (INCLUDING ANY PRODUCTS, MATERIALS, GENERATED OUTPUT, OR CONTENT THEREIN OR THEREFROM), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE VOCAL POCKETS PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE VOCAL POCKETS PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PLATFORM OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00) OR (B) THE TOTAL AMOUNT YOU PAID TO VOCAL POCKETS FOR PRODUCTS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless the Vocal Pockets Parties from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising from or relating to (i) your breach or alleged breach of these Terms, the Groove License, any PSA, any Policy, or the Privacy Policy; (ii) your use of the Platform, including any Products, or Generated Output; (iii) your use of any Generated Output in any musical work, product, or service, including any claim that such use infringes any third party’s intellectual property rights; (iv) your User Content; or (v) your violation of any applicable law.

Vocal Pockets reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Vocal Pockets’s defense of such claim. You will not settle any claim or matter without Vocal Pockets’s prior written consent.

14. Third-Party Disputes

VOCAL POCKETS IS NOT AFFILIATED WITH ANY OTHER USER, SERVICE PROVIDER, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER USER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE PLATFORM IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THE VOCAL POCKETS PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

15. Dispute Resolution and Arbitration

(a) Generally. In the interest of resolving disputes between you and Vocal Pockets in the most expedient and cost-effective manner, you and Vocal Pockets agree that any dispute, claim, or controversy arising out of or in any way related to these Terms, the Groove License, any PSA, any Policy, the Privacy Policy, or your use of the Platform (collectively, “Dispute”) will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. This agreement to arbitrate includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VOCAL POCKETS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION.

Whether to agree to arbitration is an important decision. You should take steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision.

(b) Arbitration Rules and Procedure. Any arbitration between you and Vocal Pockets will be administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules then in effect, except that where the AAA determines that the Consumer Arbitration Rules do not apply, the Commercial Dispute Resolution Procedures will govern. The arbitration will be conducted by a single arbitrator. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

(c) Location and Format. Any in-person arbitration hearing will be held in New York, New York, provided that if the amount in controversy does not exceed $10,000, you may elect to have the arbitration conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic or video hearing; or (iii) by an in-person hearing. Vocal Pockets will pay all AAA filing fees and arbitrator compensation for any Dispute in which the amount in controversy does not exceed $10,000, provided your claim is submitted in good faith. If the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules, and you agree to reimburse Vocal Pockets for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules.

(d) No Class Actions. YOU AND VOCAL POCKETS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both you and Vocal Pockets agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

(e) Exceptions. Notwithstanding the foregoing, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to:

  • bring an individual action in small claims court;
  • seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights; or
  • file suit in a court of law to address an intellectual property infringement claim.

(f) Opt-Out. Arbitration is not a mandatory condition of these Terms. You may opt out of this arbitration provision by sending written notice to team[at]vocalpockets.com within thirty (30) days of first accepting these Terms. Your notice must include your full name, email address, and a clear statement that you decline this arbitration provision. If you do not opt out within the 30-day period, you and Vocal Pockets will be bound by the terms of this arbitration provision.

(g) Modifications. If Vocal Pockets makes any future change to this arbitration provision, other than a change to the notice address, you may reject the change by sending written notice to team[at]vocalpockets.com within thirty (30) days of the change, in which case this arbitration provision, as in effect immediately prior to the change you rejected, will continue to govern any Disputes between you and Vocal Pockets.

(h) Enforceability. If Section 15(d) (No Class Actions) is found to be unenforceable, or if the entirety of this Section 15 is found to be unenforceable, then the entirety of this Section 15 will be null and void, and in that case, the parties agree that the exclusive jurisdiction and venue described in Section 16 will govern any action arising out of or related to these Terms.

(i) Notice and Good Faith Resolution. A party who intends to seek arbitration must first send a written notice of the Dispute to the other party (“Notice”). Vocal Pockets’s address for Notice is team[at]vocalpockets.com. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice is received, either party may commence an arbitration proceeding.

16. Governing Law and Venue

The laws of the State of New York, excluding its conflict of laws rules, govern these Terms and your use of the Platform. Your use of the Platform may also be subject to other local, state, national, or international laws; provided, however, that the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of these Terms. To the extent that any action relating to any Dispute is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and you hereby irrevocably submit to personal jurisdiction in such courts and waive any defense of inconvenient forum.

17. Term, Termination, and Survival

(a) Term. These Terms are effective from the date on which you first access or use the Platform and will continue so long as you continue to access or use the Platform, unless earlier terminated.

(b) Termination by You. You may terminate your account and these Terms at any time by contacting us at team[at]vocalpockets.com. If you have an active Subscription, termination of your account does not relieve you of your obligation to pay any outstanding fees, and cancellation of your Subscription is governed by Section 5(h).

(c) Termination by Vocal Pockets. Vocal Pockets reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms, including, without limitation, the suspension or termination of your access to and use of the Platform. Vocal Pockets may cooperate with legal authorities and third parties in the investigation of any suspected or alleged crime or civil wrong.

(d) Effect of Termination. Upon termination of these Terms, your license rights will immediately terminate and you must immediately cease all use of the Platform. Termination does not relieve you of any obligations accrued prior to termination.

(e) Survival. The following Sections will survive termination or expiration of these Terms: Sections 1, 3(d), 4, 5(g), 6, 7, 8(a), 8(c), 9, 11 through 16, 17(d), 17(e), and 18, and any other terms which, by their nature, are intended to survive termination or expiration.

18. General Provisions

(a) Entire Agreement. These Terms, together with the Privacy Policy, the Groove License, all applicable Plugin Supplemental Agreements, and all applicable Policies, set forth the entire agreement between Vocal Pockets and you with respect to the Platform. These Terms supersede and govern all previous oral and written communications regarding these matters, all of which are merged into these Terms.

(b) Amendments. Vocal Pockets may modify these Terms, the Groove License, any PSA, any Policy, or the Privacy Policy at any time. All modifications are effective upon posting of the updated document with a revised “Last Updated” date. Your continued use of the Platform after any modification constitutes your acceptance of the modified terms. If you do not agree to a modification, your sole remedy is to stop using the Platform. Vocal Pockets may, but is not obligated to, provide you with advance notice of modifications via email or through the Platform.

(c) Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions will continue in full force and effect.

(d) Waiver. No failure or delay by Vocal Pockets in exercising any right under these Terms will constitute a waiver of that right. No waiver will be effective unless made in writing and signed by an authorized representative of Vocal Pockets.

(e) Assignment. You may not assign or transfer these Terms or any rights hereunder, whether voluntarily or by operation of law, without the express prior written permission of Vocal Pockets, and any attempt to do so will be null and void. Vocal Pockets may assign or transfer these Terms at any time without your permission.

(f) No Agency. Nothing in these Terms will be deemed to create an employer-employee, agency, joint venture, or partnership relationship between Vocal Pockets and you. Neither party will have the right to bind the other to any obligation or incur any liability on behalf of the other.

(g) Force Majeure. Vocal Pockets will not be liable for any delay or failure to perform any obligation under these Terms if the delay or failure is due to events beyond Vocal Pockets’s reasonable control, including without limitation strikes, blockade, war, terrorism, riots, natural disasters, epidemic or pandemic, or governmental action.

(h) Notices. Notices to Vocal Pockets will be sent to team[at]vocalpockets.com. Notices to you will be sent to the email address associated with your account. Notice is deemed given when sent.

(i) Export Compliance. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to United States export restrictions or sanctions. You agree to comply with all applicable export laws and regulations in connection with your use of the Platform.

(j) Compliance with Laws. You are responsible for complying with all applicable local, state, national, and international laws and regulations in connection with your use of the Platform. Vocal Pockets makes no representation that the Platform is appropriate, legal, or available for use in locations outside the United States. If you choose to access the Platform from other locations, you do so at your own initiative and risk and are responsible for compliance with applicable local laws.

(k) Offers. From time to time, Vocal Pockets may make discounts, promotional codes, and other offers (collectively, “Offers”) available for a limited period of time. Vocal Pockets retains the right to change or discontinue any Offers at any time. You hereby waive any claims against Vocal Pockets arising out of or related to any Offers, including any changes thereto.

(l) Publicity. If you are an Organization, you agree that Vocal Pockets may identify your Organization as a customer and use your Organization’s name and logo for marketing and promotional purposes. You may revoke this consent at any time by contacting us at team[at]vocalpockets.com, provided that revocation will not affect any uses already made in reliance on this consent prior to Vocal Pockets’s receipt of your revocation notice.

(m) Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform.

(n) Protected Activity Not Prohibited. Nothing in these Terms will in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by any federal, state, or local government agency or commission (“Protected Activity”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Vocal Pockets.

(o) Contact. If you have any questions about these Terms, please contact us at team[at]vocalpockets.com.

Vocal Pockets, LLC