MelogniteMelognite
The agreement

TERMS OF SERVICE: Melognite (melognite.com & melognite.app)

Effective date: 4 September 2026 (Section 4.4, seed reservation, added 21 September 2026; wording corrections of 23 September 2026 in Sections 1.2, 2.3, 2.5, 4.3b, 6.1, 6.4 and 6.7 — they align the text with what is sold and delivered and do not reduce any right; ) Provider / operator ("we", "us", "Melognite"): Casa Santa Solutions UG (haftungsbeschränkt), represented by its managing director Kristina Julia Stüwe, Beethovenstraße 14a, 42579 Heiligenhaus, Germany · Amtsgericht Wuppertal, HRB 37143 · Contact: hello@melognite.app. Paid subscriptions are sold and billed through our Merchant of Record, FastSpring (Section 6).

1. Scope; what these Terms govern

1.1 These Terms govern access to and use of the website melognite.com ("Website") and the SaaS application melognite.app ("App"; together the "Service").

1.2 For paid features and for your account, these Terms become binding when you accept them at sign-up or at checkout (you will be asked to confirm them there). For use of the Website and App without a paid plan (including the Free plan, which requires an email sign-in and no payment), the statutory rules apply together with the usage rules in Sections 2, 5.4 and 5.5, which we bring to your attention here.

1.3 These Terms govern the provision/use of the Service and the licence to Outputs. They do not govern the payment transaction (Section 6).

2. Nature of the Service

2.1 Melognite is a deterministic, music-theory-based tool producing musical suggestions/sketches (melodic, harmonic, rhythmic) exportable as MIDI for your own DAW.

2.2 Melognite is expressly NOT a generative AI system. Identical inputs reproduce identical outputs. We make no representation that Outputs are creative, novel, original, protectable or fit for any purpose.

2.3 In-browser playback uses instrument and drum samples; exported MIDI contains note/control data only and no audio samples. On the Pro plan, a download may additionally contain transition-FX sound files (our own productions; Section 4.3) and, through Studio Recording, a WAV recording of your live mix, which contains the instrument and drum samples you played. Every sample in the selectable sound path is Public Domain, CC0, released by its author for any use without restriction, or our own work (see the Licences page); no attribution is required, and every Studio Recording is delivered together with a licence passport (a text file listing the sound sources it used). Section 4.3 applies.

2.4 The Service is offered "as available" and may be under active development.

2.5 Takes are a convenience, not a deliverable. A take stores only the recipe (seed and settings) of a piece in your browser; it stores no audio and no notes, and we hold no copy. A take is available for at most 40 days after forging (all plans, rated or not) and is regenerated each time it is opened, using the engine, instruments and sounds current at that moment. Engine, instrument or sound updates therefore change what a take plays or make it unavailable, at any time and without notice; there is no entitlement to the availability, reproduction or unchanged sound of a take. Share links are equally temporary. To keep a piece, export it (MIDI; on Pro also a Studio Recording; Section 6.7): exported files, their provenance certificates and seed reservations (Section 4.2) are unaffected by later updates. Reproducibility is bound to the engine generation: the same seed and recipe produce the same composition on the engine generation named in the certificate, and earlier engine generations remain archived so that provenance certificates stay verifiable against the generation that produced them (/verify/).

3. Eligibility and accounts

3.1 You must be at least 18 (or the age of majority where you live) to enter a paid contract; users under 16 may not provide personal data without verifiable parental consent.

3.2 The App uses passwordless "one-time code or sign-in link" authentication (both sent by email). You are responsible for the security of your registered email account and all activity under your account.

3.3 You must provide accurate information and keep it current.

4. What we grant, and what we cannot grant (Provider → you)

4.0 Read this first: the one sentence that matters. We do not give you the music. We only step out of your way. Melognite generates music from rules, calibrated data and a seed; we do not know, and cannot know, whether a particular result is free of other people’s rights. Nothing in this Section makes an Output „yours to do as you like with“, and nothing in it protects you if an Output turns out to resemble an existing work.

4.1 Scope of the grant (a release, not a transfer). Subject to these Terms and, for paid features, an active subscription, we waive, to the extent any right in a musical Output („Output“) could vest in us at all, any right to object to your use, reproduction, adaptation, arrangement, recording, synchronisation, public performance, distribution or commercial exploitation of that Output, worldwide, non-exclusively, perpetually, irrevocably and free of royalties. We grant only what is ours to grant.

4.2 We claim nothing, and we confer nothing against third parties. We claim no authorship and no ownership in your Outputs. That is not the same as confirming that you own them, that they are protectable, or that no one else holds rights in them. A release from us binds us; it has no effect on any third party, and it creates no title you could assert against anyone.

4.3 The FX sound files are a genuine licence; the music is not. The distinction matters and is deliberate:

4.3a No standalone redistribution. Outputs (including exported MIDI and, on Pro, the FX sound files) are licensed for use within your own musical works and productions. You may not distribute, sell, sublicense or otherwise make Outputs available as standalone material, in particular not as sample packs, MIDI packs, loop or pattern libraries, catalogues or comparable collections, whether free or paid. This restriction protects the Service itself; your right to use Outputs commercially inside your music is unaffected.

4.3b Provenance record (transparency). Every export is delivered together with a provenance certificate (a text file in the download) that records the generation seed, the recipe parameters, the engine generation, the export timestamp and the SHA-256 digests of the exported files; a Studio Recording additionally carries its licence passport. Where you are signed in, the certificate is signed by Melognite and time-stamped by an independent time-stamping authority; where that is not possible, the certificate says so. These records identify which engine generation produced a file, serve provenance and abuse prevention (including enforcement of Section 4.3a), and contain no name, email address or account identifier. Where a record can be linked to an account (e.g. through an export record), we treat it as pseudonymous personal data under the Privacy Policy. Anyone can check a certificate at /verify/.

4.4 Seed reservation (a promise, not a title). For a fee you may reserve a seed number in one genre, or in all genres with licensed export, current and future („reservation“). A reservation is a promise by us: from the day of the reservation we grant no further release under Section 4.1 for that seed in the reserved genre or genres to any other account, and the Service refuses to build or export that seed for any other account. Releases granted before that day remain valid; we neither can nor do revoke them. For that reason a seed that has already been released to another account cannot be reserved; the Service tells you so before you pay. A reservation covers a seed number, not a sound: with more than four billion seeds per genre we cannot guarantee that no other seed produces a similar-sounding piece. After an engine generation change the same seed number produces different music; the reservation still holds the number, and your piece stays reproducible through its certificate and the archived engine generation. Section 4.2 applies without change: a reservation binds us, claims nothing against third parties and confers no ownership; we cannot prevent a person from computing the same output outside the Service with a copy of the engine. Term: the reservation is guaranteed for five years from the day of purchase and is continued free of charge for as long as we operate the Service; if we end the Service, or the reservation, within the guaranteed term for a reason not attributable to you, we refund the price pro rata for the remaining months. We may end a reservation within the guaranteed term where a third party substantiates rights in the piece produced from the seed; we hear you before we decide, and we refund pro rata. Account: the reservation is bound to your account; at purchase you receive a reservation code of which we store only a digest. If you delete your account, the reservation stays in force for the guaranteed term and can be re-attached to a new account with the code; without the code it cannot be re-attached. One account may hold at most ten reservations per thirty days. Price and reseller: the price is shown on the reservation page and in the checkout; the reseller (merchant of record) is FastSpring, and the receipt and VAT invoice come from FastSpring; prices for EU customers include VAT. Refund: in addition to any statutory right, you may ask for a full refund within 14 days of purchase through the cancellation page; the seed becomes available again.

4.5 This Section is not a warranty (Section 8) and does not clear any third-party right (Section 5). Where these Terms and any marketing, help or FAQ text differ, these Terms prevail.

4.5 We may withdraw a seed. If a rights holder reports a seed under Section 5A, or if we otherwise have reason to believe an Output infringes, we may block that seed from being generated again (Section 5A.3). Outputs you already exported are not recalled by that block, and the block is not an admission that any right was infringed, nor does it revive or extend any assurance we never gave.

5. Your responsibilities and risk allocation: clearance duties (read carefully)

5.1 You are solely responsible for how you use, adapt, publish, perform, register or exploit any Output.

5.2 No originality / no clearance. Because the Service is deterministic and existing music is vast, we cannot and do not exclude coincidental resemblance to pre-existing works. We give no warranty as to originality, novelty, protectability or freedom from third-party rights of any Output.

5.3 Your duty to check and clear. Before any use, publication, distribution, monetisation or registration of an Output, you must independently examine and, where necessary, clear all relevant rights (copyright, neighbouring/performers', sample, trademark, moral and personality rights, collecting-society obligations) at your own expense and responsibility.

5.4 Samples are provided to you for use within the Service and within your own musical works (Section 4.3), and are not licensed for extraction, redistribution or use as standalone material. Exported MIDI contains none; a Studio Recording (Pro) contains them mixed into your music. This concerns the delivery of the third-party instrument and drum samples through our Service; it does not concern the transition-FX sound files, which are addressed separately (our own under our licence, CC0 sounds as public domain) and only on the Pro plan (Section 4.3). For clarity: nothing in this Section limits any rights that the original licensors of those samples grant you directly under their own public licences (Public Domain, CC0; vendor code under MIT/GPL; see the Licenses page); if you wish to exercise those rights, obtain the files from the original sources listed there.

5.5 Acceptable use. You must not: (a) resell/sublicense/rent the Service; (b) reverse engineer, scrape or extract the engine, packs, sample sets or datasets except as mandatory law permits; (c) circumvent tier/entitlement controls; (d) use the Service or its Outputs to train or develop any ML/AI model ; (e) use the Service unlawfully or to infringe third-party rights; (f) represent that we authored, cleared or endorse your works.

5.6 B2B indemnity. If you use the Service as a business (Unternehmer), you shall indemnify us against all third-party claims, losses and reasonable legal costs arising from your use/exploitation of Outputs or your breach. (For consumers, statutory responsibility under 5.1 to 5.3 applies; no indemnity beyond the law.)

5A. Rights holders: reporting a seed (notice & immediate block)

5A.1 The offer. If you hold rights in a musical work and believe that a Melognite Output reproduces it, tell us. Use the report form and give us the seed together with the genre and, where you can, the settings shown in the link (the app’s Share button produces a link that carries all of them). Explain in your own words why you consider your rights affected. No lawyer, no formal notice and no fee is required.

5A.2 Why we ask for the seed. A Melognite Output is fully determined by its seed plus the settings. Without the seed we cannot reproduce what you heard, and we cannot block it. The seed is therefore mandatory; everything else helps but is optional.

5A.3 What we do before we assess anything. As soon as your report reaches us, the reported seed is entered on our block list unexamined: we block first and look afterwards. Only then do we look at the substance, and we do so with priority. We undertake to withdraw a blocked seed from generation in the reported genre.

5A.4 What the block does and does not mean. Blocking is a precaution, not a decision, and no admission that any right was infringed, that the report is well founded, or that the Output is unlawful. We may lift a block if the assessment does not support it. We will tell you the outcome if you left us a way to reach you.

5A.5 Reports made in bad faith. Because we block before we check, the procedure is open to misuse. Knowingly false reports may be pursued; we keep the report, the reported seed and the time it was received for that purpose (see the Privacy Policy).

5A.6 This does not replace your statutory rights. The notice procedure is offered voluntarily and in addition to them. Formal notices reach us at the address in the Legal Notice.

6. Purchases, prices, subscriptions (via Merchant of Record)

6.1 Paid plans (Basic / Standard / Pro) are available as a monthly or an annual subscription. The applicable prices, including applicable taxes, are those displayed on our pricing page and, bindingly, at checkout at the time of purchase. Paid subscriptions are sold and billed through our Merchant of Record, FastSpring (the FastSpring contracting entity named at checkout and on your receipt) ("MoR"), which sells the subscription as authorised reseller, collects the payment, issues the receipt and invoice and applies applicable VAT/sales tax; its terms and privacy notice apply additionally to the payment transaction. We remain the provider of the Service and responsible for its quality, defects and your statutory rights regarding the Service. This Section describes the purchase architecture that applies to every checkout.

6.1a Who is responsible for what. Payment collection, receipt/invoice, indirect taxes, refunds & chargebacks: the MoR. The Service itself, its quality, defects and your statutory rights: us, as provider. Withdrawal: declare to the MoR or to us; either suffices; refunds are executed by the MoR. Cancellation of the subscription: via the permanent cancellation page on this site, your account menu, or the subscription management linked from your receipt; any of these suffices. Service operation, defects/warranty, these Terms, your data: us (Casa Santa Solutions UG (haftungsbeschränkt)). If you address the wrong party, we forward it; the date of your first message counts. On your bank or card statement the charge carries the FastSpring descriptor shown at checkout and on your receipt; receipts and invoices are emailed by FastSpring, whose order-support link on the receipt also lets you review your order.

6.2 Plans and monthly usage allowances (fixed at the time of purchase): Free — $0, 5 new songs per month, no song exports; Basic — $8.99/month or $79.99/year, 20 new songs and 20 song exports per month; Standard — $15.99/month or $149.99/year, 60 and 60; Pro — $26.99/month or $249.99/year, 200 and 200. Annual plans are paid annually and receive the same allowances, allocated monthly; allowances do not roll over and cannot be topped up. Prices are shown at checkout including applicable taxes or, where local practice is tax-exclusive (e.g. US sales tax), plus the tax shown at checkout. Free trial: none; the Free plan is available without payment. Using the App (including the Free plan) requires a free account (email sign-in); no payment details are needed for Free.

6.2a What counts (usage units). (a) New songs: a new song is counted when a new seed is created for your account in a genre (Forge, dice, or a seed you type in); the first song after sign-in counts when you first play it. (b) Free workbench: everything you do with a counted song is included without limits — variations, chord reloads, structure, style, key, mode, tempo, instruments, FX and mix never count. (c) Song exports: one export unit is used the first time you export a new musical version of a song (identified by its musical recipe); re-downloading that version in any format included in your plan is free; settings such as volume, tempo, key or instrument choice do not create a new version. (d) Coverage window: a counted song or exported version stays free to replay and re-download during the monthly billing window in which it was counted plus a 5-day grace window; after that, generating the same seed again or exporting the same version again uses a new unit — we store no user content, and our composition engine evolves in generations, so the same recipe can legitimately produce a new work later. Save your exported files and Takes yourself. (e) Reset: allowances reset on your billing day (Free: at the start of each calendar month, UTC); upgrades raise your allowance immediately without resetting usage; downgrades take effect at the end of the paid period. (f) No exclusivity: composition is deterministic; the same seed and settings produce the same result for anyone within an engine generation — counted songs and exports are usage units of your account, not exclusive rights to a seed or result.

6.3 Continuation after the initial term. After the initial term (one month or one year, as selected), the subscription continues for an indefinite period and you may cancel it at any time with effect from the end of the then-current billing month; for annual billing, full unused months after the effective cancellation date are refunded pro rata via the MoR. Charging continues at the agreed interval until cancellation.

6.3a Price changes. We may adjust prices only with effect from your next billing period, only for the future, and only to the extent reasonably required to reflect changes in our costs (hosting, payment processing, licensing, support) or in the scope of the Service; cost decreases are passed on by the same standard. We will notify you by email at least 30 days before a change takes effect, stating the old and the new price. If you do not agree, you can cancel with effect from the day the change would take effect; if a change is material and adverse, you may also terminate under Section 12.2. A price change never applies retroactively to a period you have already paid.

6.4 Cancellation any time to the end of the current term via your account menu (Plan → Manage subscription) or the subscription-management page linked from your receipt (emailed by FastSpring); a readily available cancellation mechanism is provided (§ 312k BGB).

6.5 Plan changes (upgrades and billing-interval switch). You can switch to a higher tier and/or from monthly to annual billing at any time, with immediate effect. Amounts you have already paid are credited in full: the unused remainder of your current billing period is calculated on a time-proportional (pro-rata) basis and set off against the price of the new plan, so that no period is ever paid for twice. The exact credit and the resulting amount due are calculated by the MoR and shown to you before you confirm the change; the new tier's features and monthly allowances apply as soon as the change takes effect. A switch to a lower tier or from annual to monthly billing takes effect at the end of the current billing period; you keep the benefits already paid for until then, and no partial refund is owed for a downgrade unless statutory law provides otherwise. Plan changes neither restart nor extend a minimum term beyond the period actually paid for, and they do not affect your statutory rights (including warranty rights and, where applicable, withdrawal rights for the newly purchased period).

6.6 Entitlements are enforced server-side; non-renewal/downgrade removes paid-feature access.

6.7 Export allowance. Exports (downloads of any kind, including downloads containing only FX sound files, and Studio Recordings) count against the monthly export allowance of your plan, which is separate from the new-song allowance but of the same size (Section 6.2: Basic 20, Standard 60, Pro 200 per month; the Free plan has no export allowance). Each download counts once; a song already exported can be downloaded again within the same billing month without a second charge, and the allowance renews with each billing month. Playing, reshaping and reloading variants inside the app never consumes exports.

7. Right of withdrawal (consumers) and its waiver for digital content

7.1 EU/EEA consumers have a 14-day right of withdrawal for distance contracts (instructions + model form in the Legal Notice).

7.2 Immediate performance (digital service). Melognite subscriptions are digital services. At checkout, we (or the MoR) will ask you to expressly request that performance begins before the withdrawal period ends. If you then withdraw within the 14-day period, you owe a proportionate amount for the service provided up to the withdrawal (§ 357a BGB); the right of withdrawal itself expires early only where the service has been fully performed and you had expressly consented and acknowledged that consequence (§ 356 BGB / Art. 16 Dir. 2011/83/EU). For any one-off digital-content download offered separately, the statutory digital-content rule applies after the same express consent and acknowledgement.

7.3 Electronic withdrawal function. Once paid checkout is live, a permanently available “Cancel or withdraw” function is provided in the footer of this site, in addition to the contact routes in the Legal Notice.

8. Warranties (statutory consumer rights unaffected)

8.1 For consumers in the EU/EEA, the statutory rights for digital products and digital services (§§ 327 et seq. BGB, Directive (EU) 2019/770) remain unaffected by anything in this Section. Beyond those mandatory rights, the Service and Outputs are provided "as is" and "as available"; in particular we give no warranty of originality, uniqueness, artistic quality, fitness for a specific commercial purpose, uninterrupted or error-free operation, or non-infringement of third-party rights in your intended use of Outputs (see Section 5 — clearance is your responsibility).

8.2 Mandatory statutory consumer rights remain unaffected.

9. Third-party components and services

The Service relies on third parties whose own terms apply: the MoR (payments), the transactional email provider, hosting providers, and the licensors of the instrument samples and the Tone.js library (see Legal Notice & Credits). We are not responsible for third-party services or content.

10. Provider intellectual property

The Service (software, composition engine, packs/datasets, UI, design, texts, the "Melognite" name and logo, selection/arrangement of samples) remains ours or our licensors'. Except for the Section 4 licence, no rights are granted.

11. Limitation of liability (maximum extent permitted by German law)

11.1 We are liable without limitation for intent or gross negligence, injury to life, body or health, under the Product Liability Act, for fraudulent concealment, and where we gave a guarantee.

11.2 For simple negligence, we are liable only for breach of a material contractual obligation (cardinal duty), limited to foreseeable, contract-typical damage.

11.3 All further liability is excluded, in particular for indirect/consequential damages, lost profits, lost/corrupted data, and third-party claims arising from your use/exploitation of Outputs (Section 5). This exclusion does not limit the liability described in 11.1 and 11.2 or your mandatory rights under §§ 327 et seq. BGB; for lost or corrupted data it applies only to the extent the damage would have been avoided by reasonable backups of your exports and Takes (Section 6.2a(d) — self-safeguarding).

11.4 The above applies to our representatives, employees and agents. Mandatory statutory liability remains unaffected.

12. Availability, changes, suspension, termination

12.1 We aim for high availability but do not guarantee uninterrupted operation.

12.2 We may modify/discontinue/restrict the Service for good cause; where a change materially and negatively affects paid features, you may terminate the affected subscription and receive a pro-rata refund of pre-paid, unused amounts via the MoR.

12.3 We may suspend/terminate access for material breach; extraordinary termination for good cause remains for both parties.

13. Changes to these Terms

We may amend these Terms for valid reasons (law, features, third parties involved), notifying registered users at least 30 days in advance; this deemed-acceptance mechanism applies only to changes that are (i) required by law or regulatory decisions, or (ii) purely beneficial or editorial, or (iii) necessary for a valid reason stated in the notice and that do not adversely affect price, core features or your essential rights. Any other change, in particular to prices or to the core scope of paid features, requires your express consent or is offered to you as a new option; if you decline a proposed material change you keep your current terms until the end of the paid period and may terminate. For changes to the digital product itself, § 327r BGB remains unaffected.

14. Governing law, jurisdiction, language, severability

14.1 German law applies, excluding the UN CISG. For consumers, this does not remove the protection of the mandatory law of your country of habitual residence.

14.2 For merchants/legal persons under public law, the place of jurisdiction is the competent court for our registered seat, Heiligenhaus, Germany.

14.3 Language. These Terms are provided in English, which is the sole binding and authoritative version. We may offer translations into other languages for your convenience only; in the event of any discrepancy, ambiguity or dispute, the English version prevails. The same applies to the Privacy Policy and the Legal Notice. (Mandatory consumer-protection rules of your country of habitual residence remain unaffected; for consumers habitually resident in Germany, mandatory German consumer-protection law prevails in any event; see 14.1.)

14.4 Invalid provisions do not affect the remainder.

14.5 ODR / dispute resolution: see Legal Notice. We are not obliged and not willing to participate in consumer arbitration proceedings.