Terms & Conditions
 
These Terms & Conditions ("Terms") govern your access to and use of the Lyrically platform at lyrically.app, our related websites, and any associated services (collectively, the "Services")
 
By accessing or using the Services, creating an account, or otherwise indicating your acceptance, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

1. About Lyrically and the Services
1.1 Lyrically operates a platform and service that connects independent music artists and content creators — including DJs, vocalists, producers, bands, performance creators, and UGC creators (each, a "Creator") — with brands ("Brands") for social media and content collaborations ("Campaigns").
 
1.2 Lyrically acts solely as an intermediary and facilitator between Brands and Creators. Except for the limited payment-agent role described in Section 7, Lyrically is not the agent, partner, employer, or representative of any Brand or Creator. Creators are independent contractors and are not employees, agents, or partners of Lyrically or of any Brand.
 
1.3 Lyrically does not guarantee the performance, engagement, reach, sales, conduct, or other results of any Creator, Brand, or Campaign, and does not guarantee that any Campaign will be accepted, commenced, or completed.
 
2. Relationship to Campaign Agreements
2.1 These Terms govern your general access to and use of the Services. Specific Campaigns are governed by separate agreements — including Lyrically's Influencer Marketing Services Agreement and the applicable Order Form or Statement of Work (each, a "Campaign Agreement").
 
2.2 If you enter into a Campaign Agreement, that agreement governs the commercial terms of the relevant Campaign (including fees, deliverables, content rights, music rights, and payment flow). In the event of any conflict between these Terms and a signed Campaign Agreement, the Campaign Agreement controls for that specific Campaign, and only to the extent of the conflict.
 
2.3 These Terms apply to all users, including visitors who browse the Services without entering into a Campaign Agreement.
 
3. Eligibility and Accounts
3.1 You must be at least 18 years old (or the age of majority in your jurisdiction) and able to form a binding contract to use the Services. The Services are not directed to children.
 
3.2 When you register, you agree to provide accurate, current, and complete information and to keep it updated. You are responsible for safeguarding your account credentials and for all activity under your account. Notify us promptly of any unauthorized use.
 
3.3 You may not create an account using another person's identity, transfer your account, or maintain more than one account without our permission.

4. Acceptable Use
You agree not to:

• Use the Services for any unlawful, fraudulent, or deceptive purpose;

• Post or transmit content that infringes intellectual property, privacy, or other rights, or that is defamatory, harassing, obscene, or otherwise objectionable;

• Misrepresent your identity, affiliation, audience, or engagement metrics, or use bots or artificial means to inflate metrics;

• Circumvent, disable, or interfere with the security or operation of the Services, or attempt to access areas or data you are not authorized to access;

• Scrape, harvest, or collect information about other users except as permitted by these Terms;

• Use the Services to send spam or unauthorized communications; or

• Encourage or assist any third party in doing any of the above.

 
We may investigate and take appropriate action — including content removal, suspension, or termination — for any violation.
 
5. User Content
5.1 Your content. "User Content" means any content you submit, upload, link, or otherwise make available through the Services, including profiles, music, audio, video, images, captions, and messages. You retain ownership of your User Content, subject to the licenses in these Terms and any Campaign Agreement.
 
5.2 License to Lyrically. You grant Lyrically a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, and use your User Content as needed to operate, provide, promote, and improve the Services — for example, to display your profile to Brands, surface Creator matches, and showcase the platform. This license ends when you remove the relevant User Content, except for content already used in an active or completed Campaign, content retained in backups for a reasonable period, or where retention is required by law.
 
5.3 Campaign content. Rights in content created for a specific Campaign (including any license granted to a Brand) are governed by the applicable Campaign Agreement and Order Form, not by these Terms.
 
5.4 Responsibility. You represent that you own or have all necessary rights to your User Content and that it does not violate these Terms or any law or third-party right.
 
6. Music Rights
6.1 Where the Services or a Campaign involve music, a Creator's musical performance, or recorded works ("Music Content"), music typically involves multiple, separately owned rights — including the underlying composition (publishing) and the master recording (master rights).
 
6.2 No rights to Music Content are granted to any Brand except as expressly licensed in an applicable Campaign Agreement and Order Form. Creators retain ownership of their Musical Works and Master Recordings and all associated royalties, except to the limited extent expressly licensed.
 
6.3 Creators are responsible for identifying and clearing any third-party rights (including those held by labels, publishers, distributors, co-writers, featured performers, producers, sample owners, or PROs) before Music Content is used, and for the music-related warranties set out in the applicable Campaign Agreement.

7. Fees, Payments, and Limited Payment Agent
7.1 Fees. Fees for the Services are set out in the applicable Campaign Agreement or Order Form, or in the subscription terms applicable to you. Lyrically's standard service fee is 15% of the total campaign budget (or the applicable minimum fee), except where pilot, promotional, or subscription pricing applies.
 
7.2 Limited payment agent. For Campaigns, Brands and Creators appoint Lyrically as a limited payment collection agent, solely to receive campaign funds from the Brand and to disburse the applicable portion to Creators. Payment by a Brand to Lyrically (or its payment provider) discharges the Brand's payment obligation to the relevant Creator up to the amount actually received.
 
7.3 Not a regulated payment service. Lyrically is a limited payment agent only. It is not a bank, trustee, fiduciary, licensed escrow agent, money transmitter, or payment institution, and funds held are not insured deposits. Actual payment processing is handled by one or more licensed third-party providers (for example, Stripe, PayPal, or an escrow partner), whose own terms may apply.
 
7.4 Holds. We may delay, hold, or suspend a disbursement where we reasonably suspect fraud, a chargeback or payment reversal, an anti-money-laundering or sanctions concern, or a material breach, and may release such amounts once the concern is resolved.
 
7.5 Taxes. Unless stated otherwise, amounts are in USD and exclusive of taxes. You are responsible for your own taxes other than taxes on Lyrically's net income.
 
8. Non-Circumvention / Platform Exclusivity
8.1 For twelve (12) months after the later of (a) the completion, cancellation, or expiry of a Campaign involving a Creator introduced or facilitated by Lyrically, or (b) the last substantive communication with that Creator facilitated by Lyrically, a Brand will not, directly or indirectly, engage, contract with, or pay that Creator for the same or similar follow-on work outside of Lyrically. Any such work must be routed through Lyrically and is subject to Lyrically's standard fees then in effect.
 
8.2 This Section does not apply to a Creator with whom the Brand had a documented, pre-existing working relationship before Lyrically's introduction, where that relationship can be reasonably evidenced in writing.
 
8.3 Mandatory reporting. If you are approached with a request to communicate, contract, or transact in a way that would circumvent this Section, you will promptly report it to Lyrically. Failure to report is itself a breach.
 
8.4 Liquidated damages. For each breach of this Section, the Brand will pay Lyrically, as liquidated damages and not a penalty, the greater of (a) four (4) times the service fee that would have applied had the engagement been routed through Lyrically, or (b) USD $20,000. This applies in addition to any other remedy and may be set off against amounts Lyrically holds. The Parties agree this Section is reasonable and necessary to protect Lyrically's legitimate business interests.

9. Compliance and Disclosures
9.1 You must comply with all applicable laws and regulations, including advertising and endorsement rules such as the U.S. FTC Endorsement Guides.
 
9.2 Campaign content must include clear and conspicuous disclosure of any commercial relationship (for example, #ad or #sponsored) and must comply with the terms of use and community guidelines of each relevant platform.
 
9.3 Brands are responsible for the accuracy and legal compliance of their own product claims, required substantiation, and any regulated-category requirements (for example, alcohol, health, financial, or supplement claims).

10. Third-Party Platforms and Services
10.1 The Services integrate with third-party platforms and providers, including social media platforms (such as Meta platforms — Instagram and Facebook — and TikTok) and payment processors. Your use of those platforms is subject to their own terms and policies, and we are not responsible for them.
 
10.2 When you connect a social media account, we access engagement and audience data through those platforms' APIs as described in our Privacy Policy. You are responsible for maintaining your accounts in good standing and for complying with each platform's terms.
 
11. Intellectual Property
11.1 The Services, including the Lyrically name, logos, software, design, and all related intellectual property (excluding User Content), are owned by Lyrically or its licensors and are protected by law. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose.
 
11.2 You may not copy, modify, distribute, sell, lease, reverse-engineer, or create derivative works from any part of the Services except as expressly permitted.
 
12. Confidentiality
You will keep confidential any non-public business information disclosed through the Services — including pricing, campaign strategy, Creator details, and performance data — and use it only as needed in connection with the Services, except where disclosure is required by law.
 
13. Disclaimers
13.1 The Services and all content are provided "as is" and "as available" without warranties of any kind. To the maximum extent permitted by law, Lyrically disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty regarding campaign results, reach, engagement, or availability of the Services.
 
13.2 Lyrically does not control and is not responsible for the acts or omissions of Brands, Creators, or third-party platforms.
 
14. Limitation of Liability
14.1 To the maximum extent permitted by law, neither Party is liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.
 
14.2 Except for excluded matters below, Lyrically's total aggregate liability arising out of or relating to the Services will not exceed the total fees you paid to Lyrically in the twelve (12) months before the event giving rise to the claim.
 
14.3 The exclusions and cap above do not apply to a Party's indemnity obligations, a Brand's payment obligations, fraud or willful misconduct, the liquidated damages under Section 8.4, or any liability that cannot be limited under applicable law.
 
15. Indemnification
You will defend, indemnify, and hold harmless Lyrically and its officers, members, employees, and Creators from and against third-party claims, damages, liabilities, and reasonable costs (including reasonable attorneys' fees) arising out of (a) your User Content, products, product claims, trademarks, or materials; (b) your use of the Services; or (c) your breach of these Terms or violation of law or any third-party right.
 
16. Suspension and Termination
16.1 You may stop using the Services at any time. We may suspend or terminate your access, with or without notice, if you breach these Terms, create legal or regulatory risk, fail to make a payment when due, or engage in conduct reasonably likely to cause material harm.
 
16.2 On termination, your right to use the Services ends. Provisions that by their nature should survive — including Sections 5.4, 6, 7 (for accrued amounts), 8, 11, 12, 13, 14, 15, 17, and 18 — survive termination. Active Campaigns are wound down in accordance with the applicable Campaign Agreement.
 
17. Governing Law and Disputes
17.1 These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.
 
17.2 Before commencing proceedings, the Parties will attempt in good faith to resolve any dispute through senior-level negotiation for at least thirty (30) days after written notice.
 
17.3 Subject to Section 17.2, the Parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and consent to venue there.
 
17.4 To the extent permitted by law, each Party waives any right to a trial by jury in any proceeding arising out of these Terms.
 
18. General

18.1 Changes to these Terms. We may update these Terms from time to time. Material changes will be reflected by updating the "Last updated" date and, where appropriate, additional notice. Your continued use after changes take effect constitutes acceptance.
 
18.2 Assignment. Lyrically may assign these Terms in connection with a reorganization, merger, or sale of all or substantially all of its assets. You may not assign without our prior written consent, except to an affiliate or in connection with a merger or sale of your business.
 
18.3 Force majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
 
18.4 Entire agreement. These Terms, together with the Privacy Policy and any applicable Campaign Agreement, are the entire agreement on this subject and supersede prior discussions.
 
18.5 Severability; waiver. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of the right to enforce it later.
 
18.6 Notices; electronic acceptance. Notices must be in writing and sent to the addresses or email addresses the Parties designate. You consent to electronic communications and electronic acceptance of these Terms.
 
19. Contact Us
Questions about these Terms can be directed to:

The Lyrically Book LLC Email: kai@thelyricallybook.com