TIDE THEORY, INC. TERMS OF SERVICE​

Effective Date: December 2, 2025

1. Acceptance of Terms​

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “your”) and Tide Theory, Inc., a Delaware corporation with its principal place of business in New York, New York (“Tide Theory,” “we,” “us,” or “our”), governing your access to and use of our website(s), software applications, products, services, features, and related technologies (collectively, the “Services”).

By accessing, registering for, or using the Services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, as well as any supplemental terms, guidelines, or addenda that may apply to specific features of the Services (collectively, “Supplemental Terms”). If you do not agree to these Terms, do not access or use the Services.

The Services include experimental AI-generated outputs that may be influenced by training data and may resemble existing copyrighted works.

Tide Theory may update or modify these Terms at any time in its sole discretion. The date of the most recent revision appears at the top of this page. We may provide notice of material changes by email, within the Services, or by updating the “Effective Date.” Your continued use of the Services following notice or posting of revised Terms constitutes your acceptance of the changes.

These Terms also incorporate by reference the following documents, which form part of this agreement: (a) the Privacy Policy; (b) any applicable Data Processing Addendum; (c) any applicable Beta Services Addendum; and (d) any OEM or Integration Addendum if you access or sublicense our technology through a partner arrangement.

2. Eligibility and Authorization​

(a) Age and Capacity. You must be at least eighteen (18) years of age (or the age of legal majority in your jurisdiction) to access or use the Services. By using the Services, you represent and warrant that you meet this requirement and have full power and authority to enter into and comply with these Terms.

(b) Entities and Agents. If you access or use the Services on behalf of another person or entity, (i) “you” includes that person or entity, and (ii) you represent and warrant that you are authorized to bind that entity to these Terms. All acts and omissions of such persons using your credentials shall be deemed your acts and omissions.

(c) Jurisdictional Limitations. You are responsible for compliance with all local laws and regulations applicable to your use of the Services. We do not represent that the Services are appropriate or available for use in all jurisdictions, and access is prohibited where such use would be unlawful.

(d) Prohibited Users. The Services are not available to any users previously removed or suspended by Tide Theory.

3. Accounts and Security​

(a) Account Creation. You may be required to create an account to access certain portions or features of the Services. You agree to provide accurate, current, and complete information during registration and to keep such information updated.

(b) Credentials and Responsibility. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. If you suspect unauthorized use, you must promptly notify Tide Theory at support@tidetheory.ai. Tide Theory will not be liable for any loss or damage arising from unauthorized use of your account.

(c) Multi-User or Enterprise Access. If you are an enterprise customer with multiple authorized users, you are responsible for ensuring that each user complies with these Terms. You remain liable for all acts and omissions of your authorized users.

(d) Account Termination. We reserve the right to suspend or terminate your account at any time, with or without notice, if we believe you have violated these Terms, engaged in fraudulent activity, or used the Services in a manner that may harm Tide Theory or others. Upon termination, you will lose access to your account and any associated data, subject to our retention policy set forth below. We also reserve the right to delete or purge data after account inactivity or termination, in accordance with the retention schedule described in Section 4.

(e) Communications. By creating an account, you consent to receive electronic communications from us relating to your use of the Services, including transactional, security, and administrative messages.

4. Content and Data Use​

(a) Definitions.
“Input” means any video, text, audio, metadata, prompt, User Provided Audio (defined below) or other material that you submit, upload, transmit, or otherwise provide through the Services. “Output” collectively refers to Generated Output created by the Services. Output does not include User-Provided Audio. Outputs may be derived from probabilistic models and are not individually authored by Tide Theory employees. Outputs may not be eligible for copyright protection in some jurisdictions. Collectively, Input and Output are referred to as “Content.” “Generated Output” means any music, soundtrack, sound effect, ambience, composition, audio clip, or other creative material produced, generated, or returned by the Services using AI models, algorithms, or other computational processes, whether based on or influenced by your Input or system parameters. Generated Output does not include User-Provided Audio. “User Provided Audio” means any audio files, sound recordings, stems, sound effects, ambience tracks, music clips, voice recordings, or other audio content that you upload, submit, or otherwise provide to the Services. User-Provided Audio is part of your Input and remains your property; it is not considered Generated Output.

(b) Storage and Processing of Input.
We store user videos and other inputs provided through the Services. Your Input may be stored on servers operated by or on behalf of Tide Theory for the purpose of providing, maintaining, and improving the Services, ensuring security, and meeting legal or regulatory obligations.

(c) Collection of Personal Data.
We collect personal data as described in our Privacy Policy. This may include contact information, payment details, device identifiers, usage metrics, and any personal information contained in your uploaded videos or text. All collection, processing, and retention of personal data will be conducted in accordance with applicable data-protection laws and our Privacy Policy.

(d) Use of Third-Party Technology.
We rely on third-party AI and/or audio APIs to provide certain features of the Services. Tide Theory may transmit Content to or through third-party artificial-intelligence, machine-learning, or audio-generation systems for processing or enhancement. Such integrations are governed by the respective providers’ terms and privacy practices, and you acknowledge that those third parties may process your Content as necessary to deliver their functionality.

(e) Training and Improvement of Models.
Input and Output may be used by Tide Theory for model training and service improvement only as permitted under the license granted in Section 4(g). Tide Theory may use Content to operate, secure, maintain, troubleshoot, and improve the Services, including developing, training, testing, and refining machine-learning and audio-generation models, performing research and analytics, and ensuring quality assurance. Whenever practicable, Tide Theory will use aggregated or anonymized Content for these purposes. Tide Theory will not intentionally commercialize your identifiable voice, likeness, or personally identifiable audio characteristics on a standalone basis without your express consent.

(f) Rights to Input and Output.
As between you and Tide Theory, you retain ownership of your Input, and you own the Output generated for you, subject to your Subscription Plan and compliance with these Terms. You acknowledge that Outputs are non-exclusive, may resemble content generated for other users, and uniqueness is not guaranteed. To the extent permitted by law, Tide Theory assigns to you any rights it may have in the Output. To the extent any Output is not eligible for copyright protection, Tide Theory grants you a perpetual, worldwide license to use that Output for the purposes permitted under your Subscription Plan. Nothing in these Terms guarantees that Outputs will be eligible for copyright protection in any jurisdiction.

(g) License to Tide Theory.
To the extent necessary to provide, maintain, secure, and improve the Services, you grant Tide Theory a worldwide, non-exclusive, royalty-free, fully paid, sublicensable license to use, reproduce, process, modify, adapt, translate, distribute, publicly perform, display, and create derivative works from your Input and Output, solely for the purposes described in Section 4(e). This license continues for as long as your Content is stored on or processed through the Services. Whenever practicable, Tide Theory will use aggregated or anonymized Content for these purposes. You represent and warrant that you have all rights necessary to grant this license and that your Input and use of the Services will not violate any law or third-party rights.

(h) Anonymized Data and Analytics.
Tide Theory may retain and use aggregated or anonymized data derived from your Content to compile statistics, benchmark performance, and improve model accuracy. Such data will not identify you personally.

(i) Moderation and Compliance.
Tide Theory reserves the right, but not the obligation, to monitor, review, and remove Content that appears to violate these Terms or applicable law, including illegal or harmful training data submitted by users. We may suspend or terminate accounts that repeatedly submit infringing or unlawful material and may cooperate with law-enforcement authorities or third-party rights holders as permitted by law. Tide Theory may proactively filter or block Content using automated tools.

(j) No Protected Health Information.
You may not submit Input that constitutes protected health information as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) unless expressly permitted by a separate, executed business-associate agreement with Tide Theory.

4(k) Retention and Deletion of Content (Inputs and Outputs).

(i) Standard Retention. Subject to Sections 4(e), 4(h), and applicable law, we retain Content for no longer than is reasonably necessary to provide the Services and the purposes described in these Terms. For standard accounts, we generally retain each piece of Content (for example, an uploaded video, project, or piece of Generated Output) for up to one-hundred eighty (180) days from the date that piece of Content was last accessed through the Services (the “Retention Period”). A piece of Content is deemed “accessed” when you or an authorized user views, plays, downloads, edits, or otherwise interacts with it via the Services.

(ii) Deletion and Anonymization. After the Retention Period, we may, without further notice, delete the applicable Content from our active systems or convert it into aggregated or anonymized data in accordance with Section 4(h). We may also delete or anonymize Content earlier than the Retention Period: (A) upon your request where technically feasible; (B) following account termination, suspension, or downgrade; or (C) as necessary to comply with law, enforce these Terms, or protect Tide Theory or others.

(iii) Backups and Legal Holds. Copies of Content may persist for a limited time in routine backups or archives, which we will delete in accordance with our standard backup rotation schedules. We may retain Content beyond the Retention Period where required by law or where it is subject to a legal hold, investigation, or dispute.

(iv) Enterprise and Custom Retention. If you are an enterprise customer and your Subscription Plan, data-processing addendum, or other written agreement with Tide Theory specifies a different retention period, that agreed period will control to the extent of any conflict with this Section 4(k).

5. Intellectual Property Rights and Ownership​

(a) Ownership of Services and Technology.
All rights, title, and interest in and to the Services, including all software, algorithms, models, audio-generation systems, interfaces, designs, trademarks, trade names, logos, domain names, documentation, and other intellectual-property assets, are and will remain the exclusive property of Tide Theory, Inc. and its licensors. Nothing in these Terms conveys any ownership rights to you other than the limited licenses expressly granted herein.

(b) Reservation of Rights.
Tide Theory reserves all rights not expressly granted under these Terms. No license or right is granted to you by implication, estoppel, or otherwise except as specifically stated.

(c) Ownership of Input and Output.
Ownership and licensing of Input and Output are governed exclusively by Section 4(f). Your right to commercially use Outputs is conditioned upon (i) payment of all applicable fees under your Subscription Plan, and (ii) compliance with these Terms. In the event of nonpayment or breach, your commercial-use license is suspended until the issue is cured, but your underlying ownership of Output is not revoked.

(d) Use of Aggregated or Anonymized Content.
Use of aggregated or anonymized Input and Output is governed exclusively by Sections 4(e) and 4(g). Tide Theory may use aggregated or anonymized data derived from your Content to operate, maintain, improve, and develop the Services, provided that such data does not identify you or disclose your personal information.

(e) Restrictions on Use of Outputs.
You may not:
(i) use any Output to train competing AI or audio-generation models;
(ii) resell, sublicense, or distribute Outputs as stand-alone products without obtaining a commercial distribution license from Tide Theory;
(iii) falsely imply that Tide Theory endorses or co-authored the Output; or
(iv) remove, obscure, or alter any copyright, trademark, or other proprietary notices appearing in any Output delivered to you.

(f) Company Marks.
All Tide Theory names, logos, product names, and associated designs are trademarks or service marks of Tide Theory, Inc. You may not use them without prior written authorization. Any goodwill arising from authorized use will inure solely to Tide Theory’s benefit.

(g) Feedback License.
If you provide suggestions, ideas, proposals, feature requests, bug reports, or other feedback regarding the Services or Outputs (“Feedback”), you hereby grant Tide Theory a perpetual, irrevocable, worldwide, royalty-free, and fully transferable license to use and exploit such Feedback for any purpose, without restriction or compensation to you.

(h) Infringement Claims.
If a third party claims that your use of the Services or any Output infringes its intellectual-property rights, you agree to notify Tide Theory promptly in writing and cooperate fully in the defense or resolution of the claim. Tide Theory retains sole control over the defense and settlement of any such matter.

(i) Survival.
The provisions of this Section will survive any termination or expiration of these Terms.

6. Subscriptions, Payments, and Billing​

(a) Subscription Tiers.
The Services may be offered under various account types or subscription levels, including but not limited to Free, Pro, and Enterprise (each a “Subscription Plan”). Each Subscription Plan provides different rights of use, functionality, or Output licensing. Tide Theory may modify, combine, or discontinue Subscription Plans at any time with reasonable notice to existing users.

(b) Free Tier.
The Free Tier is made available for evaluation and personal use only. Free-tier users may generate and use Outputs solely for personal, non-commercial purposes, subject to any quantitative, temporal, or territorial limits applicable to their plan. Tide Theory reserves the right to place functional limits on free-tier access, including limits on Services, volume, storage, file length, or download quantity. Tide Theory may use all Input and Output from Free Tier accounts for model training and improvement as permitted in Section 4(e).

(c) Paid Subscriptions.
Paid Subscription Plans permit broader use of the Services and Outputs in accordance with the plan purchased. By enrolling in a paid plan, you authorize Tide Theory to charge the payment method on file for all applicable fees, taxes, and renewals.

(d) Automatic Renewal.
Unless canceled, all paid Subscription Plans automatically renew at the end of each billing period for the same duration and rate then in effect, subject to any price adjustments as described below. To prevent renewal, you must cancel through your account settings before the renewal date.

(e) Payment Processor.
Payments will be processed through Stripe or other similar service providers. By submitting payment information, you agree to Stripe’s terms of service and privacy policy, which govern the processing of your payment data. Tide Theory does not store full credit-card numbers or bank details.

(f) Billing and Taxes.
All fees are payable in U.S. dollars and are exclusive of applicable taxes, duties, or levies. You are responsible for all such taxes other than taxes based on Tide Theory’s net income. If your jurisdiction requires Tide Theory to collect tax, such amounts will be added to your invoice.

(g) Refunds and Exchanges.
Except where required by law, all payments are non-refundable and non-transferable and no there are no refunds for prorations or downgrades in Services or a Subscription Plan. Tide Theory may, at its sole discretion, issue a partial or full refund for technical errors demonstrably caused by our systems. Refund requests must be submitted in writing within thirty (30) days of the charge.

(h) Price Changes.
Tide Theory may modify its pricing or Subscription Plan structure at any time. Any price change will take effect at the beginning of your next billing cycle, provided that we give you at least thirty (30) days’ prior notice. Continued use of the Services after a price change constitutes acceptance of the new pricing.

(i) Late or Failed Payments.
If a payment is declined or otherwise fails, we may suspend or terminate your account until full payment is received. Unpaid amounts are subject to a finance charge of one-and-a-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower. Commercial rights to Outputs are suspended upon non-payment.

(j) Enterprise Contracts.
For enterprise clients or volume licenses, billing and payment terms may be governed by a separate written agreement executed between you and Tide Theory.

(k) Promotional Offers and Credits.
From time to time, Tide Theory may issue promotional codes or credits that can be applied toward paid plans. These promotions are subject to additional terms and may expire if not redeemed within the stated period.

(l) No Circumvention.
You agree not to create multiple free-tier accounts or otherwise attempt to evade payment obligations by any means. Tide Theory reserves the right to merge, deactivate, or terminate related accounts in such cases.

(m) Disputed Charges.
If you believe a charge is incorrect, you must notify Tide Theory in writing within thirty (30) days of the transaction. Failure to do so will constitute your acceptance of the charge.

(n) Termination for Non-Payment.
Tide Theory may terminate or downgrade your Subscription Plan immediately if payment is not received when due. Upon termination for non-payment, access to paid features and commercial use rights in Outputs will cease until the account is reinstated.

(o) Survival.
All payment obligations incurred prior to termination shall survive termination of these Terms.

7. Prohibited Uses and Acceptable Use Policy​

(a) Compliance with Law.
You agree to use the Services and all Outputs only in compliance with applicable laws, rules, and regulations. You will not use the Services to violate, misappropriate, or infringe upon the intellectual property rights, privacy rights, or other legal rights of any third party.

(b) General Prohibitions.
You agree that you will not, directly or indirectly:

1. Use the Services for any illegal, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable purpose;
2. Generate or disseminate any Content that promotes discrimination, hate speech, violence, or harm toward any individual or group based on race, religion, nationality, gender, sexual orientation, disability, or any other protected characteristic;
3. Upload, distribute, or transmit any material that contains viruses, malware, or other malicious code designed to disrupt, damage, or limit the functionality of any computer software or hardware;
4. Impersonate any person or entity or misrepresent your affiliation with any person or entity or create misleading soundalikes designed to impersonate known artists;
5. Use the Services to generate audio, vocals, performances, sound effects, foley, or other materials that intentionally replicate, approximate, or simulate the unique voice, likeness, style, persona, or performance characteristics of any identifiable artist, performer, or individual without all legally required rights, consents, and permissions;
6. Interfere with or disrupt the integrity or performance of the Services or the data contained therein;
7. Use automated means, including bots, scrapers, or crawlers, to access or use the Services or extract data without written authorization from Tide Theory;
8. Circumvent any access controls, rate limits, or technical restrictions implemented by Tide Theory;
9. Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or models underlying the Services, except to the extent permitted by applicable law;
10. Resell, sublicense, or distribute the Services or Outputs on a stand-alone basis without obtaining a commercial license from Tide Theory;
11. Remove, obscure, or alter any proprietary rights notices or marks on any Output or within the Services; or
12. Use Outputs for automated content-ID evasion.

(c) Audio and Video Content Restrictions.
You may not use the Services to generate or manipulate audio or video content that:

1. Misleads viewers into believing an individual said or did something they did not (“deepfake” content);
2. Infringes any person’s right of publicity or privacy;
3. Depicts minors in a sexual or exploitative manner; or
4. Violates any applicable law or regulation governing audiovisual works or commercial communications.

(d) Law Enforcement Cooperation.
Tide Theory may report to law-enforcement authorities any Content or conduct that appears to violate applicable law. We may cooperate with law enforcement by disclosing account information or Content as permitted or required by law.

(e) Monitoring and Enforcement.
Tide Theory reserves the right, but has no obligation, to monitor your use of the Services for compliance with these Terms. We may remove or block Content, suspend or terminate your account, or take other appropriate action in our discretion if we determine that your conduct violates these Terms, infringes intellectual property rights, or otherwise harms Tide Theory or third parties.

(f) Reporting Violations.
If you believe another user is violating these Terms or misusing the Services, you may report it to compliance@tidetheory.ai. Tide Theory will review reports in its discretion and may take appropriate action.

(g) No Obligation to Monitor.
You acknowledge that Tide Theory has no obligation to monitor, pre-screen, or review Content, but reserves the right to do so at any time to protect its interests and ensure compliance with applicable law.

(h) Suspension or Termination.
Tide Theory may suspend or permanently terminate access to the Services, in whole or in part, without notice if you violate this Section or if continued access may expose Tide Theory to legal liability or reputational harm. Such termination will not limit any other rights or remedies available to Tide Theory.

(i) Survival.
The obligations in this Section shall survive termination or expiration of these Terms.

8. Third-Party Services and Content​

(a) Reliance on Third-Party Technology.
We rely on third-party AI and/or audio APIs to provide certain features of the Services. The Services may integrate or interoperate with third-party technologies, platforms, plug-ins, or APIs, including artificial-intelligence, machine-learning, or audio-processing systems operated by independent providers. Such third parties are not under the control of Tide Theory, and Tide Theory does not endorse, warrant, or assume responsibility for their acts, omissions, or policies. Your interactions with those providers are governed by their own terms of service and privacy policies.

(b) Hosting and Infrastructure Providers.
Tide Theory may host, store, or process Content using third-party infrastructure or cloud services. You acknowledge and agree that your Input and Output may transit through or reside within such third-party environments. Tide Theory selects vendors that meet industry-standard security and reliability practices but makes no independent guarantee regarding their performance.

(c) Payment Processors.
The Services may employ independent payment processors to handle billing and transactions, including Stripe. By submitting payment information, you authorize those processors to charge your payment method and agree to comply with their terms and policies. Tide Theory is not responsible for any errors, breaches, or disputes arising from third-party payment processing.

(d) Links to External Sites or Materials.
The Services may contain links to websites, materials, or resources operated by third parties. Tide Theory provides these links solely for convenience and does not control, endorse, or assume any responsibility for their content, privacy practices, or availability. Accessing third-party sites is at your own risk.

(e) Third-Party Content Displayed in Outputs.
You acknowledge that Outputs are generated from probabilistic systems trained on patterns, structures, and statistical relationships, and as a result, Outputs may unintentionally resemble or sound similar to existing works, genres, artists, performances, or recordings. Such similarity does not imply copying, authorship, derivation, or endorsement. Outputs are non-exclusive and may be identical or substantially similar to Outputs generated for other users. You acknowledge that Tide Theory does not own or control such third-party elements and that your right to use Outputs remains subject to any applicable third-party rights or license restrictions.

(f) Interoperability.
To the extent the Services enable integration with external software (for example, digital-audio workstations, video editors, or cloud-storage platforms), you are solely responsible for complying with all third-party requirements necessary for interoperability. Tide Theory may discontinue or modify integrations at any time without liability.

(g) No Responsibility for Third-Party Acts.
Tide Theory expressly disclaims responsibility and liability for any act, omission, or default of any third-party provider, including delays, outages, data loss, unauthorized disclosure, AI model failures, or security breaches occurring on systems not controlled by Tide Theory.

(h) Survival.
The disclaimers and limitations in this Section will survive termination or expiration of these Terms.

9. Feedback, Reservation of Rights, and DMCA Policy​

(a) Feedback License.
If you provide Feedback, you acknowledge and agree that:

1. Tide Theory may freely use, copy, disclose, reproduce, license, distribute, and exploit such Feedback without restriction, compensation, or attribution to you;
2. Your Feedback is provided voluntarily and is not confidential; and
3. You waive any claim against Tide Theory or its affiliates arising out of or related to the use of your Feedback.

All Feedback becomes the exclusive property of Tide Theory upon submission.

(b) Reservation of Rights.
All rights not expressly granted to you under these Terms are reserved by Tide Theory and its licensors. No implied license or right is granted by estoppel or otherwise. Tide Theory retains the right to modify, suspend, or discontinue any aspect of the Services at any time, including features, functionalities, and pricing, without liability, except as expressly provided in an applicable subscription or enterprise agreement.

(c) Copyright Complaints – DMCA Policy.
Tide Theory respects the intellectual-property rights of others and expects users of the Services to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate accounts of users who repeatedly infringe or are accused of repeatedly infringing the copyrights or other intellectual-property rights of others.

(d) DMCA Notice Procedure.
If you believe that any material on or transmitted through the Services infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. §512(c)(3), to our designated agent:

Copyright Agent – Tide Theory, Inc.
310 East 70th Street - Suite 6LM
New York, NY 10021

Your notice must include:

1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to permit us to locate the material;
4. Contact information of the complaining party (address, telephone number, and email address);
5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

(e) Counter-Notification Procedure.
If you believe that material you uploaded or provided was removed or disabled by mistake or misidentification, you may submit a counter-notification to the Copyright Agent containing the following information:

1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled, and the location where the material appeared before it was removed or disabled;
3. A statement, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification; and
4. Your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the Southern District of New York, and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.

Upon receipt of a valid counter-notification, Tide Theory may restore the removed material at its discretion, provided that the copyright owner does not file an action seeking a court order to restrain such restoration.

(f) Repeat Infringer Policy.
Tide Theory may, at its discretion, terminate accounts that are the subject of repeated DMCA complaints or other evidence of repeated infringement.

(g) Misrepresentation.
Under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake or misidentification, may be liable for damages. Tide Theory reserves the right to pursue such remedies.

(h) No Liability for Takedown.
Tide Theory shall not be liable for any damages, costs, or losses arising from the removal or disabling of access to Content pursuant to a DMCA notice, even if the claim is later determined to be unfounded.

(i) Survival.
This Section will survive any termination or expiration of these Terms.

10. Indemnification, Disclaimers, and Limitation of Liability​

(a) Indemnification.​

You agree to defend, indemnify, and hold harmless Tide Theory, Inc., its and their affiliates, officers, directors, employees, agents, licensors, shareholders, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with:

1. Your access to or use of the Services or Outputs;
2. Your violation of these Terms or any applicable law;
3. Your Content, including any allegation that your Input or Output infringes, misappropriates, or violates any third-party rights;
4. Any dispute between you and a third party relating to the Services; or
5. Your negligence, misconduct, or failure to comply with any applicable regulation.

Tide Theory reserves the right, at its own expense, to assume exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate fully in the defense of any claim.

(b) Disclaimer of Warranties.​

THE SERVICES AND ALL OUTPUTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

TO THE FULLEST EXTENT PERMITTED BY LAW, TIDE THEORY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

1. IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
2. ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE; AND
3. ANY WARRANTIES THAT THE SERVICES OR OUTPUTS WILL BE ACCURATE, RELIABLE, UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

No advice, information, or communication, whether oral or written, obtained from Tide Theory or through the Services, will create any warranty not expressly stated herein.

Tide Theory does not warrant or guarantee that Outputs will be unique, will not resemble other works, or will be suitable for any particular purpose. Tide Theory makes no representation or warranty that any Output constitutes “human authorship” or qualifies for copyright protection under U.S. or international law. You acknowledge that Outputs are generated by automated systems and may not be eligible for copyright protection in some jurisdictions. You acknowledge that Tide Theory does not guarantee that any Output will be unique, novel, or free from similarity to existing works or Outputs generated for others, that Tide Theory bears no responsibility for such similarity, and that Outputs may require independent rights clearance for commercial use. Tide Theory does not provide legal clearance, synchronization rights, master-use licenses, public-performance rights, mechanical licenses, or any other third-party permissions required for commercial exploitation of music or audio. You are solely responsible for obtaining all necessary rights, consents, and clearances for any commercial use of Output, including synchronization in audiovisual works. You are solely responsible for ensuring that your use of Outputs does not violate any collective-management organization rules, sync-licensing obligations, or third-party contractual restrictions.

WE RELY ON THIRD-PARTY AI AND/OR AUDIO APIS, DATASETS, AND INFRASTRUCTURE SERVICES, AND MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE RELIABILITY OR PERFORMANCE OF SUCH THIRD PARTIES.

(c) Limitation of Liability.​

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TIDE THEORY, ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OR INABILITY TO USE THE SERVICES OR OUTPUTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TIDE THEORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL TIDE THEORY’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THESE TERMS, THE SERVICES, OR OUTPUTS EXCEED THE GREATER OF (1) THE AMOUNT YOU PAID TO TIDE THEORY FOR ACCESS TO THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (2) ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

(d) Acknowledgment of Risk.​

You acknowledge and agree that:

1. The Services employ probabilistic, algorithmic, and generative systems that may produce unpredictable or unintended results;
2. You are solely responsible for evaluating the accuracy, reliability, and suitability of all Outputs for your intended purpose;
3. You assume all risk arising from your use of the Services and Outputs; and
4. Tide Theory shall have no liability for any consequence arising from reliance on or use of any Output.

(e) Third-Party Claims.​

Tide Theory shall not be liable for any claim or liability arising from (i) third-party integrations or APIs; (ii) infringement claims relating to user-provided Input; or (iii) disputes between users or between a user and a third party.

(f) Allocation of Risk.​

You and Tide Theory acknowledge and agree that the foregoing disclaimers and limitations of liability form an essential basis of the bargain between the parties and that Tide Theory would not provide the Services or Outputs without such limitations.

(g) Jurisdictional Exceptions.​

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for consequential or incidental damages. Accordingly, some of the above limitations may not apply to you, but only to the extent prohibited by law.

(h) Survival.​

This Section, together with all disclaimers and limitations contained herein, will survive any termination or expiration of these Terms.

11. Dispute Resolution, Arbitration, and Governing Law​

(a) Informal Resolution.
Before initiating formal dispute resolution, you agree to first contact Tide Theory at legal@tidetheory.ai to provide a written notice describing the nature and basis of your dispute and the relief sought. Tide Theory will make good-faith efforts to resolve the dispute informally within thirty (30) days after receiving such notice. If the dispute is not resolved within that period, either party may proceed as described below.

(b) Binding Arbitration.
Any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or any Output—including the validity, interpretation, breach, or termination thereof—shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single neutral arbitrator seated in New York, New York, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

The parties agree that arbitration shall be conducted in English, and that the arbitrator shall apply Delaware law (excluding its conflict-of-law principles) to all substantive issues in dispute. The arbitrator shall have the authority to grant any remedy available under applicable law, including injunctive or equitable relief, consistent with these Terms.

Each party will bear its own attorneys’ fees and costs, except that the arbitrator may award reasonable fees and costs to the prevailing party consistent with applicable law.

(c) Class Action Waiver.
YOU AND TIDE THEORY AGREE THAT ANY ARBITRATION OR LITIGATION SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION.
You acknowledge that by agreeing to arbitration, you are waiving your right to participate in a class or representative action. The arbitrator shall have no authority to consolidate claims or award relief to any group or class of users.

(d) Jury Trial Waiver.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND TIDE THEORY EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

(e) Opt-Out Right.
You may opt out of the arbitration requirement by sending a written notice of your decision to Tide Theory, Attention - Arbitration Opt Out, 310 East 70th Street, Suite 6LM, New York, NY 10021, along with a copy to legal@tidetheory.ai within thirty (30) days after you first agree to these Terms. Your opt-out notice must include your name, address, email address, and a clear statement that you wish to opt out of arbitration. This opt-out does not affect other provisions of these Terms.

(f) Equitable Relief.
Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in New York, New York, to prevent the unauthorized use or disclosure of confidential information or intellectual property rights pending the outcome of arbitration.

(g) Governing Law.
These Terms, and any dispute arising from or relating to them, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles or the United Nations Convention on Contracts for the International Sale of Goods.

(h) Venue and Jurisdiction.
Subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for the purpose of enforcing arbitration awards or addressing provisional relief. You agree that these courts constitute a convenient forum and waive any objection to venue.

(i) Time Limit for Claims.
To the maximum extent permitted by law, any claim or cause of action arising out of or related to the Services or these Terms must be filed within one (1) year after the claim arises, or be forever barred.

(j) California Residents.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs. You can contact them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

(k) Survival.
This Section will survive any termination or expiration of these Terms.

12. Miscellaneous Provisions​

(a) Entire Agreement.
These Terms, together with the Privacy Policy any Supplemental Terms, Addenda, or executed enterprise agreements between you and Tide Theory, constitute the entire agreement between you and Tide Theory regarding your access to and use of the Services. These Terms supersede all prior or contemporaneous understandings, agreements, communications, and proposals, whether oral or written, relating to the same subject matter.

(b) Assignment.
You may not assign, transfer, or delegate any rights or obligations under these Terms without the prior written consent of Tide Theory. Any attempted assignment in violation of this provision is null and void. Tide Theory may freely assign or transfer these Terms, in whole or in part, including to any affiliate or successor in interest, without notice or restriction.

(c) Relationship of the Parties.
No agency, partnership, joint venture, or employment relationship is created by these Terms. Neither party is authorized to bind or obligate the other in any manner except as expressly stated herein.

(d) Force Majeure.
Tide Theory shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, epidemics, pandemics, natural disasters, war, terrorism, labor disputes, government orders, utility failures, supply-chain interruptions, or telecommunications disruptions.

(e) Severability.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.

(f) No Waiver.
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or of any other term or condition. Any failure by Tide Theory to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

(g) No Professional Advice.
Tide Theory does not provide legal or licensing advice as to whether Outputs may be used in commercial sync contexts. You should not rely on the Services or any Output for advice of any kind, including medical, legal, investment, financial or other professional advice. Any Output is not a substitute for advice from a qualified professional.

(h) Notices.
All notices required or permitted under these Terms shall be in writing and delivered by email or by certified mail, return receipt requested. Notices to Tide Theory shall be sent to **legal@**tidetheory.ai, and notices to you may be sent to the email address associated with your account. Notice will be deemed given on the date of receipt or delivery confirmation.

(i) Headings.
Section headings are for convenience only and shall not affect the interpretation or construction of these Terms.

(j) Interpretation.
References to “including” or “includes” shall mean “including, without limitation.” The singular includes the plural and vice versa. The word “or” is not exclusive.

(k) Export Compliance.
You agree not to use, export, or re-export the Services or Outputs except as authorized by U.S. law and the laws of the jurisdiction in which the Services were obtained. Without limitation, you may not use the Services in any country subject to U.S. trade embargo or by any person on the U.S. Treasury Department’s list of Specially Designated Nationals.

(l) Language.
These Terms are written in English. Any translation is provided for convenience only, and in the event of a conflict, the English version shall prevail.

(m) Contact Information.
For questions about these Terms, the Services, or your account, please contact **support@**tidetheory.ai or write to:
Tide Theory, Inc.
310 East 70th Street, 6LM
New York, New York 10021

(n) Survival.
Any provisions of these Terms which by their nature should survive termination or expiration, including Sections 4 through 12, shall survive.

Appendix A – Beta Services Addendum​

(a) Scope.
From time to time, Tide Theory may invite you to access or use pre-release, prototype, or otherwise experimental versions of its Services, software, or features (“Beta Services”). Beta Services are made available for testing and evaluation purposes only.

(b) Acceptance of Risk.
You acknowledge that Beta Services may contain defects, errors, or inaccuracies; may operate intermittently; and may be incomplete. BETA SERVICES ARE PROVIDED “AS IS” AND AT YOUR OWN RISK WITHOUT ANY WARRANTY OF ANY KIND.

(c) No Obligation to Release.
Tide Theory has no obligation to release a commercial version of any Beta Service and may discontinue or modify it at any time without notice.

(d) Confidentiality.
All information about or relating to Beta Services that is not publicly known—including functionality, performance data, documentation, and Feedback—is deemed Tide Theory’s confidential information. You agree not to disclose such information without Tide Theory’s prior written consent.

(e) Feedback.
You agree to provide reasonable Feedback regarding Beta Services upon request. Section 5(g) and 9(a) (Feedback License) of the Terms applies fully to such Feedback.

(f) Limitation of Liability.
To the maximum extent permitted by law, Tide Theory’s total liability for any claim arising from Beta Services shall not exceed fifty U.S. dollars (US $50).

(g) Termination.
Either party may terminate participation in Beta Services at any time upon written notice. Upon termination, you must cease using all Beta Services and delete any related materials.

(h) Survival.
Sections (b) through (f) of this Addendum survive termination.

Appendix B – OEM / Integration Addendum​

(a) Purpose.
This Addendum governs any authorized embedding, white-labeling, or integration of the Tide Theory Services or APIs into a third-party platform, product, or workflow (“OEM Integration”).

(b) Separate Agreement Required.
No OEM Integration is permitted without a separate written agreement executed by an authorized officer of Tide Theory specifying scope, pricing, sublicensing rights, attribution, and support obligations.

(c) Branding and Attribution.
Unless expressly waived in writing, each OEM Integration shall display the legend “Powered by Tide Theory™” or another approved mark. You may not remove or obscure such attribution.

(d) Data and Privacy.
To the extent your OEM Integration involves the transfer of user data to or from Tide Theory, you must (i) comply with all applicable privacy and data-protection laws, and (ii) provide adequate notice and consent mechanisms to end users consistent with Tide Theory’s Privacy Policy.

(e) Support and Updates.
Unless otherwise stated in the OEM Agreement, Tide Theory has no obligation to provide direct support to your customers or to ensure backward compatibility after updates.

(f) Indemnity.
You agree to indemnify, defend, and hold harmless Tide Theory from and against all claims arising from your OEM Integration, including any misuse, misrepresentation, or violation of third-party rights.

(g) Term and Termination.
The term of each OEM Integration will be defined in the applicable OEM Agreement. Tide Theory may suspend or terminate integrations immediately for material breach or legal necessity.

(h) Survival.
Sections (b) through (f) of this Addendum survive termination.

Appendix C – Data Processing Addendum Reference​

(a) Purpose.
This Appendix describes Tide Theory’s role as a data processor or sub-processor when handling personal data on behalf of enterprise customers subject to data-protection laws such as the EU GDPR, UK GDPR, or California CCPA.

(b) Roles of the Parties.
Where Tide Theory processes personal data on your behalf, you are the “Controller” (or “Business”) and Tide Theory is the “Processor” (or “Service Provider”).

(c) Processing Details.
(i) Subject Matter – Provision of the Services.
(ii) Duration – For the term of your Subscription Plan and any lawful retention period.
(iii) Nature and Purpose – Hosting, generating, and delivering music, audio, and related outputs.
(iv) Types of Data – Video, audio, prompts, and contact information submitted by users.
(v) Data Subjects – Your personnel, customers, or end users who appear in or provide Content.

(d) Security Measures.
Tide Theory implements appropriate technical and organizational measures to protect personal data, including encryption in transit, logical access controls, and periodic security audits.

(e) Sub-Processors.
Tide Theory may engage sub-processors (for example, cloud-hosting or AI-model providers) to perform specific processing activities. A current list is available upon written request. Tide Theory remains responsible for their compliance.

(f) Data Subject Rights.
Tide Theory will assist you, to the extent reasonably practicable, in responding to data-subject requests for access, correction, deletion, or restriction consistent with applicable law.

(g) International Transfers.
Where personal data is transferred across borders, Tide Theory relies on lawful mechanisms such as the EU Standard Contractual Clauses or equivalent safeguards.

(h) Deletion or Return.
Upon termination or expiration of your Subscription Plan, Tide Theory will delete or return personal data in accordance with Section 8 (Termination and Retention) of the Terms, unless retention is required by law.

(i) Contact.
For questions about data processing or privacy, contact privacy@tidetheory.ai.

(j) Incorporation.
This Appendix forms an integral part of the Terms. In the event of a conflict between this Appendix and the main Terms, this Appendix shall control with respect to data-processing obligations.

End of Tide Theory, Inc. Terms of Service