Transcription
What rights are you giving to Sunno? And then what rights do you have? Language is so broad that is what it says. They could in fact do that. I'm not trying to scare you up from using this platform, but keep this stuff in mind, okay?
The last we spoke about Sunno, Sunno was getting sued by the major record labels alongside Udio, alleging copyright infringement, unauthorized usage, and training its AI. Well, today, what we're talking about is the terms of service. Now, the terms of service that I'm reviewing are last updated June 30th, 2024. These are the live terms of service as of recording this. And what I like to do as an entertainment attorney, I specialize in music, is I like to break down these contracts for you. Terms of service are the contracts that you sign when you get on these platforms to use these services. And so, you will remember that when you go to click "I agree," there actually is a contract that is linked. And so, what I like to do is review these contracts, tell you what you need to know. So, we're doing that today in regards to Sunno.
All right, here we go. So, date of last revision: June 30th, 2024. Now, in the beginning of all these contracts, they define parties. They say Sunno Incorporated, we're providing our services on this website, sun.com. And so, all the rights that you're giving us have to do with your use of our service on this website, also our mobile app, and all this good stuff. So, I'm just going to jump through, okay?
And for example, the first place I'll point out is the service description. So, they go, "The service is designed to process input data." So, basically, you can use our platform, and when you use it, you give us code, videos, images, information, text, software, music, audio, pictures, graphics, messages, all kinds of good stuff. This collectively is called a submission. What happens is when there is something spit out, this output is called an output. Now, we're going to memorize that this is the defined word for output. So, basically, it's anything that is created on the platform from the prompts that you give it, which may just be text. It might be an instrumental for one of the songs that you're working on. This is really important because the framework of how I'm looking through this is as a user. If you are one of my clients, I want you to know what rights are you giving to Sunno, and then what rights do you have in what is created? It is very important that you only upload stuff that you own. And then they give a big long list. They're like, "Make sure you have all the rights, the licenses, permissions." And they really, in no confusing kind of way, say it in so many ways throughout this agreement, which is, "We totally disclaim any liability of any problems that you cause because you take something that's not yours and you upload it onto our service."
Some other quick things: you have to be at least 13 to use the service. You cannot create multiple free accounts to try to use their free tier. And if you do that, they might ban you forever. Could be just terrible. All right, so your conduct: you assume all the risks. Sunno is not responsible for and disclaims any liability in connection with the content, right? So, stuff that is generated. Sunno reserves the right to investigate and take appropriate legal action against anyone who does bad things on its platform. It will also suspend, it can terminate your account. And then, you know, PS, as with most of these service providers, in most of the terms of service, we do see that they say they have the right at any time to terminate your account. Sometimes we care greatly about that because your account will have valuable things in it. Sometimes you have like purchase credits for certain platforms. And so, we pay attention to stuff like that. No difference here. They reserve the right to ban you and terminate your account whenever they so choose. They talk about free trials, the fees, payment processing.
All right, so for the first time, we see a mention about commercial use because we care. How can you use the stuff that you create on Sunno? Subject to the content section below, unless otherwise expressly authorized herein or in the service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell. Okay, so basically, you agree not to do any of the above things in regards to the service itself. That's okay. No one owns the Sunno service. That's what it's saying. But then it goes on, it says, "and any output." So, for me, I just, I just totally break on that because remember, we were just back here, I was like, "Hey, hey team, remember they define output as anything that you create on the platform." So, I go, "Uh-oh." Either Sunno is saying that everything that you make cannot be used in any commercial way, so meaning you can't put it on any music platforms, which would be no good, right? That would defeat the whole point for a lot of users of Sunno. So, that is what it says. But I'm like, "Maybe that's a typo because that doesn't make any sense whatsoever."
If you are someone that is needing help in the music business, at the end of this video, you can check out topmusicattorney.com. I have courses, I have free stuff just to kind of get you started. If you do want a deep dive, if you do want to train with me, I always say go through my music business program, which is how to think like a record label, become a record label. And then if you do want to get in touch with me or one of my lawyers, we got you covered.
Okay, so here we go on the content. By using the service or otherwise transmitting submissions, so inputting data into Sunno, you grant Sunno and our affiliates, successors, assigns, and basically anyone that we work with, a non-exclusive, so you're giving to us a non-exclusive, fully paid up, sublicensable, directly, directly through multiple tiers, assignable, royalty-free, perpetual, irrevocable right to license. That's a lot of words, okay? So, they're like, "You're basically giving us permission to license, use, reproduce, store, modify, distribute, or create additional works." Right? These are called derivative works, based on any and all content that you submit. Let's just take, let's take a second and digest that. So, just be clear that if you are uploading something that you actually created, something that you own, right, as a prompt to Sunno, you actually are giving it a license to then do pretty much whatever it wants with that content. So, it goes, "It's non-exclusive," meaning you're giving it to us, but you can give it to other people, but we can give it to someone else, we can sublicense it, we can assign it. We don't owe you any additional money. Now, again, I just go back to like, "Do I think that they're going to run off with your instrumental and like give it to someone else without your permission?" Well, no, I would certainly hope not. But the language is so broad that what it says, they could in fact do that. And I'm just curious if you happen to have a hit and they decide that they want to now exploit that right, they want to promote it, they want to do something with it because it was created in some kind of way, right, on their platform. If you are a creator, like a real creator, right, who's making your own music and now you are uploading it into Sunno, that's the thing I just want you to be aware of. So, it does say that.
And then it goes on, "For the avoidance of doubt, this license authorizes us to make your content available and to sublicense it to others as necessary to provide our service." ASO. And you further grant to Sunno the worldwide, fully paid up, sublicensable, assignable, perpetual, and irrevocable, meaning you cannot take it back once you do it, you cannot take it back, to identify to the public that the output was generated via the service. Okay? So, in other words, if you're concerned about people knowing that you use Sunno, be aware that in their terms, it does say that they reserve the right to identify you to the public and to say, "Hey, Johnny over here used our platform to create this song." They can do that. You've already given them the permission. Again, just something that you should just be aware of if you are a creator using this platform.
Although Sunno has no obligation to monitor the content, you acknowledge and agree that we may do one or all of the following: we can monitor, we can edit, we can remove in whole or in part. So, again, if you're uploading your stuff onto their platform, they do reserve the right to do stuff with that content, okay?
Subject to your compliance with these terms, if you are a user who has subscribed to a paid tier, Sunno hereby assigns to you. Okay, and this goes to the ownership piece. So, as long as you are in a paid tier, Sunno hereby assigns to you all of its right, title, interest in and to any output owned by Sunno and generated from submissions, meaning, so the input you gave it, made by you through the service during the term of your paid subscription. All right, so that's good news, right? So, they are saying that as long as you are a paid user, and so long as what you created was created during the term of your paid subscription, that you own what you create. Okay, I'm like, "Boy, that's that's different than some of these other platforms." So, we've read the terms of service where otherwise they're just giving you a license. Here, Sunno is actually saying that you own what you make. That's kind of exciting.
Now, it does go on here. It goes, "However, Sunno makes no representation that you will actually be able to vest the copyright." I can tell you this. So, I'm glad that they put this in here. They're like, "Just so you know, we're not like promising that you're going to be able to go and actually get a copyright registration." And as a copyright attorney, I can tell you the reason for that is that you can register a song that you made using AI so long as the song has something original in it that you input, that you create it. If the entire thing is AI generated, you can't go and file for copyright protection. There is no copyright protection for anything that the AI created. So, what happens? And look, if you guys want me to do this, I will. But I was thinking about the, I'm like, "I really should show you guys how to do a copyright registration if you have a song that is made in part by AI." Because I want to show you how to disclaim, how to carve out the portion of it that is AI, and just to show you how to register this, okay? So, if you were going to like try to register it, you do have to disclose that a portion of the song was made with AI. And so, all that good stuff. But anyway, they do say that in the terms. They're like, "Look, you own it, or like making no promise that you're going to be able to actually get a copyright registration." And practically speaking, that's why.
All right, so then if you are someone using the free tier, you promise and agree that you will only use the outputs generated from submissions made by you through the service solely for your lawful, internal, personal, and non-commercial purposes. Okay, so really, really, really, super duper important. They do say here specifically, it is non-commercial if you are on the free tier. And that's also provided that you give attributes. So, you have to identify. And I'm just curious, you know, I haven't, I haven't heard about Sunno or Udio because Udio is the same way. I haven't heard about these music AI platforms going after Johnny and they're like, "Johnny used our platform, you on a free tier and didn't give us credit for his Sunno song." But who knows? That is what it says though. So, you probably want to have a paid subscription if you are trying to actually use Sunno for your creation process and to make sure there's not any problems.
Now, obviously, you know, these platforms, in some cases, have not even been public for more than a few months. So, you know, we'll see how this all happens or falls out. For the avoidance of doubt, output may be publicly available to third-party applications such as Discord, where it may be viewable, downloadable, and modified by other users and that of third-party applications plural, I think is what they meant to say. AKA, again, in the, if you are a creator, you're using Sunno, just be careful and just understand that your input could end up essentially being in someone else's song. Again, I don't know if that's, you know, practically what Sunno is trying to do, but that does, that is what their contract says. And also that your stuff may end up being on third-party applications, it might be downloaded by other people. So, you know, I'm not trying to scare you up from using this platform, but again, if I was trying to give you guys direction on whether you should use these or how you should use these, it's just keep this stuff in mind, okay?
All right, also, if you give any feedback, this made me laugh. If you give any feedback to Sunno and you're like, "Hey, customer service review," it's non-confidential. They're entitled to publish it for commercial use however they want. So, they can make money off you because they're like, "They said they loved this or whatever." And then they have a copyright takedown procedure. So, this is DMCA takedowns if you think someone is infringing your stuff, which I'm assuming may happen for some users, right?
And then they get into all the boilerplate stuff. Disclaimer of warranty. So, this is where they're just like, "You are doing this all at your own sole risk. If any bad things happen, don't come back to us." Limitation of liability. Even if bad things happen to you, you disclaim, you're not going to sue us for consequential damages, punitive damages. And in fact, our total liability to you for all damages, losses, or causes of action exceeding the amount you have paid to Sunno in the last six months, or if greater, $100. So, basically, these these limitations of liability are to say if you were to sue us, you can only sue us up to this cap. And so, they go, "Either it's what you've paid to us in the last six months," which is really not going to be a lot on any of their paid tiers, right, or $100. I just laugh at this stuff because, you know, they make it pretty much impossible for you to ever meaningfully sue and get a remedy. Uh, there is the agreement. You promise you're going to arbitrate if you do decide to ever bring a claim. You promise to keep all things super secret pursuant to confidentiality clause. Termination. Sunno, at its sole discretion, may kick you off the platform anytime it sees fit. And more general stuff.
Now, here's the thing. I love this right here because it's like, "Hey, here's a real general, you know, provision which is a catchall." So, there's all kinds of things in this huge paragraph, and most people don't read it, but I do. And right here, it goes, "You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of relating to the use of the service or these terms must be filed within one year." AKA, there's a statute of limitations in the contract. They go, "From the time that you think that you have a claim against us, you're agreeing in this contract that you have one year to actually bring the claim, right?" So, actually sue. And if you don't, you're barred forever. And they say, "Forever barred." Anyway, that's why I read these contracts, just so you guys know.
But, comparing now, let's let's play this game for those of you using Sunno versus Udio on the usage front and the interface, what do you think? Which platform do you like better? Why? There are differences for sure. On the legal side, on the contract side, the one thing I can say that I like about Sunno is that they do make a point in their contract and they're like, "We're giving ownership to you." All right, that's something cool. I do not love the whole, "We can share and license and sublicense to our affiliates and all the stuff the content that you put onto our platform." I have a real problem with that. I do not like that. It may be the lawyer who drafted this, and so he or she just had some very broad language, you know what I'm saying? So, I always go through, "This is what the contract says." But practically speaking, that may or may not be what Sunno is actually doing. But that would make me nervous as a creator if I'm like, "Hey, I'm going to put myself on this platform to like come up with some whatever melodies or something," and then it's like, "Your song may end up in someone else's output." That's kind of scary. So, anyway, leave your comments down below, let me know your thoughts. I'm Tom, music attorney. It's Christ.