Terms of Service & End User License Agreement

This Terms of Service and End User License Agreement (“Agreement”) is a binding legal contract between you (“Licensee,” “User,” or “you”) and Viginti Octo LLC, doing business as The Viginti Octo Company (“Company,” “SonoArc,” “we,” “us,” or “our”), governing your access to and use of the SonoArc application, website, code, documentation, and related services (collectively, the “Software” or the “Service”). By creating an account, downloading, installing, accessing, or otherwise using the Software, you agree to be bound by all terms and conditions of this Agreement. If you do not agree, do not create an account, download, install, access, or use the Software.

You must be at least 13 years old to use the Service. If you are under the age of majority in your jurisdiction, you may only use the Service with the involvement of a parent or legal guardian who agrees to this Agreement on your behalf and, where required by local law, on the arbitration provision in Section 16 specifically.

SonoArc is a songwriting and music-creation toolkit: chord and scale tools, vocal range analysis, rhyme lookup, modal recasting, a multitrack recorder and mixer, and AI-assisted creative features, delivered as a web application today and, as SonoArc DAW and native device apps ship, also as downloadable/installable software. Some features are available at no cost; others require an active subscription as described in Section 5. We may add, change, or remove features at any time.

Subject to your strict compliance with this Agreement and payment of any applicable fees, Viginti Octo LLC grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Software on devices you own or control, solely for your own personal or internal creative use. The Software is licensed, not sold. All right, title, and interest in and to the Software — including its source code, object code, algorithms, visual interfaces, layout, design, audio elements, database structures, and branding — remain exclusively with Viginti Octo LLC or its licensors. No rights are granted to you other than as expressly set out in this Agreement.

• You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
• You must provide accurate information when creating an account and keep it up to date.
• One account is intended for use by one individual; Band plans extend access to collaborators you invite, not shared logins for unrelated parties.
• We may suspend or terminate accounts that violate this Agreement.

SonoArc offers recurring monthly subscriptions — a Single plan and a Band plan — at the prices displayed in the app at time of purchase. Subscriptions renew automatically each month until canceled; you can cancel anytime from your Account page, which opens Stripe’s billing portal. Canceling stops future renewal but does not refund the current billing period — you keep access through the end of the period you already paid for. Payment is processed by Stripe; we do not store your full payment card details. Requests for a refund outside the above may be sent to cras.vruskin@gmail.com and will be evaluated at our discretion, consistent with applicable consumer protection law in your jurisdiction, which may grant you rights beyond what is stated here.

SonoArc DAW is a separate annual subscription ($99/yr, billed through this website, not the app’s Single/Band plans) purchased and managed the same way — through Stripe, with the same renewal, cancellation, and refund terms described above.

You retain all ownership rights in the lyrics, recordings, melodies, chord structures, MIDI data, and other creative works you create or upload using the Service (“Your Content”). We claim no ownership over Your Content. You grant us a limited license to store, process, transmit, and display Your Content solely as necessary to operate and improve the Service (for example, sending a chord progression to an AI model to generate a suggestion, or storing an audio take so you can play it back).

You are solely responsible for Your Content and for having the rights to use it, including the rights of anyone else whose voice or performance you record (see Section 8).

Certain features (including Chord Wizard, Vocal Wizard, Mode Forge, Rhyme Vault, The Scrying Glass, and The Wizard chat) use deterministic music-theory logic and/or an AI language model to generate suggestions, explanations, or creative prompts. The Wizard chat sends your message (and any song context you’ve shared) to Groq, our third-party AI inference provider, to generate a reply. These outputs are creative aids, not guarantees:

• We do not warrant that AI-generated suggestions are original, accurate, or free from unintentional similarity to existing copyrighted works.
• The Scrying Glass feature is an explicitly creative/interpretive tool, not a factual or scientific claim of any kind.
• You are responsible for reviewing and independently verifying originality before commercial release of any work influenced by AI-generated suggestions.

The Service’s recording and analysis features (Dashboard analyzer, Track Recorder, Vocal Wizard, Chord & Scale Studio) access your device microphone only with your explicit OS/browser permission, and only while actively in use. You are solely responsible for obtaining consent from any other person you record using the Service, particularly under a Band plan, and for complying with any applicable wiretapping, recording-consent, or privacy laws in your jurisdiction.

You agree that you will not, directly or indirectly:

• Use the Service for any unlawful purpose or to infringe another party’s rights, including copyright, trademark, or privacy rights;
• Reverse engineer, decompile, disassemble, modify, translate, or otherwise attempt to derive the source code, models, or underlying algorithms of the Software, except to the extent applicable law expressly permits despite this restriction;
• Bypass, disable, or attempt to defeat any license verification, access-control, or security mechanism within the Software;
• Rent, lease, sell, sublicense, distribute, or commercially exploit the Software itself (as distinct from Your Content, which remains yours per Section 6) without our express written consent;
• Transmit malicious code, attempt a denial-of-service attack, scrape or systematically extract data from the Service, or otherwise interfere with or disrupt its integrity or performance;
• Use automated means to access the Service outside of the interfaces we provide.

We assume no liability for damages, loss of access, or other consequences resulting from your violation of this Section, and we reserve the right to suspend or terminate your access immediately upon detecting a violation.

The Service relies on third-party providers, including Datamuse (rhyme lookups), Groq (Wizard chat AI inference), Supabase (Band collaboration storage), Stripe (subscription payments), and our own web hosting, and may in the future connect to additional third-party APIs, digital audio workstations, plugins, or cloud services. We do not control, and disclaim all liability for, the availability, content, security practices, or acts or omissions of any third-party service, platform, plugin, or integration the Software connects to or interoperates with — your use of any such third party is governed by its own terms, and issues arising from it are between you and that third party. If you download SonoArc through Apple’s App Store, Google Play, Microsoft Store, or another software marketplace, your acquisition and use of the Software there is additionally subject to that marketplace’s own terms and payment processing (e.g. Apple’s In-App Purchase system or Google Play Billing), separate from the direct-website purchase flow described in Section 5, and that marketplace’s operator is a third-party beneficiary of this Agreement to the extent its own terms require.

You agree to defend, indemnify, and hold harmless Viginti Octo LLC, its members, managers, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Your Content or any composition, recording, or other work you create, distribute, perform, or monetize using the Service; (b) any third-party claim that Your Content infringes, misappropriates, or violates a copyright, trademark, trade secret, right of privacy or publicity, or other intellectual property or legal right; (c) your breach of this Agreement, including Section 9; or (d) your misuse of the Service or violation of any applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense of that claim.

The Software may be subject to U.S. export control and economic sanctions laws. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or region subject to a U.S. Government embargo, and that you are not listed on any U.S. Government list of prohibited or restricted parties (including the U.S. Treasury’s Specially Designated Nationals list or the U.S. Commerce Department’s Denied Persons or Entity List). You agree not to access or use the Software in violation of any U.S. export law or regulation. If you are a U.S. federal government end user, the Software is a “commercial item” as defined in FAR 2.101, and is licensed with only those rights customarily provided to the public, consistent with FAR 12.212 and DFARS 227.7202.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT IT WILL BE COMPATIBLE WITH ANY SPECIFIC OPERATING SYSTEM, HARDWARE, DAW, OR THIRD-PARTY PLUGIN; OR THAT ANY AI-GENERATED OUTPUT, OR THE ACCURACY, RELIABILITY, OR PRESERVATION OF ANY DATA, LYRICS, AUDIO FILE, OR PROJECT STATE, WILL MEET YOUR EXPECTATIONS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VIGINTI OCTO LLC OR ITS MANAGERS, MEMBERS, OFFICERS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR PROJECT FILES, OR THIRD-PARTY INFRINGEMENT CLAIMS — ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE. OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE, OR (B) $50.00 USD. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

You may stop using the Service at any time. We may suspend or terminate your access for violation of this Agreement. Sections that by their nature should survive termination (ownership, disclaimers, limitation of liability, indemnification, export controls, dispute resolution, and governing law) will survive.

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court.

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, or the breach, termination, enforcement, interpretation, or validity of this Agreement (each, a “Dispute”) shall be determined by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, rather than in court, except that either party may bring an individual action in small claims court for Disputes within that court’s jurisdiction.

YOU AND VIGINTI OCTO LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. 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.

Arbitration will take place in Maricopa County, Arizona, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitration agreement is governed by the Federal Arbitration Act. If, for a particular Dispute, this arbitration agreement or the class action waiver above is found unenforceable, that Dispute (and only that Dispute) will instead be brought in the courts identified in Section 17, and the remainder of this Agreement, including this Section, will otherwise remain in effect.

This Agreement is governed by the laws of the State of Arizona, USA, without regard to its conflict-of-law principles. For any Dispute not subject to arbitration under Section 16, you and Viginti Octo LLC agree to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona.

This Agreement (together with any plan- or purchase-specific terms presented to you at checkout) constitutes the entire agreement between you and Viginti Octo LLC concerning the Software, and supersedes and replaces any prior or contemporaneous oral or written understanding, proposal, marketing statement, or representation concerning its subject matter. If any provision of this Agreement is held unenforceable, invalid, or illegal by a court or arbitrator of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be so modified, and the remaining provisions will continue in full force and effect. Our failure to enforce any right or provision of this Agreement is not a waiver of that right or provision.

We may update this Agreement from time to time. Material changes will be reflected by an updated effective date above, and continued use of the Service after changes take effect constitutes acceptance.

Viginti Octo LLC — Attn: Legal & Compliance
3134 E McKellips Rd #73, Mesa, Arizona 85213
Questions about this Agreement, or legal/DMCA notices: cras.vruskin@gmail.com.