Terms of service

1. Business use only

1.1. The Service is offered exclusively to businesses: companies, sole proprietors and other persons acting for purposes related to their trade or profession, for playing background music at their venues. It is not offered to consumers.

1.2. You confirm that the person accepting these Terms is authorised to bind the Customer. On our request you will provide documents confirming your business status (registration number, VAT or tax number, or equivalent).

2. Definitions

"Service": the Oktava software, the Catalogue, the Documents and the Playback Log, as made available to you in your account and described on our website and in the App.

"App": Oktava software applications and the web player.

"Catalogue": the music library made available for playback in the App. Preview or demonstration fragments published on our website are not part of the Catalogue.

"Location": one physical business venue registered in your account.

"Account Country": the country of a Location as registered in your account.

"CMO": a collective management or performing-rights organisation that collects royalties or remuneration for the public performance of music or sound recordings (for example GEMA, SACEM, SPRE, PPL PRS, OneMusic, SOCAN, ASCAP, BMI).

"Country Document": the document for the Account Country, available in your account and updated from time to time, describing the position of the Catalogue under that country's rules, the known mandatory payments, and the recommended conduct if a CMO contacts you.

"Documents": the Country Document and the other documents generated for your Locations in your account, including the statement of the composition and origin of the Catalogue and the response templates.

"Playback Log": the record kept by the App of what was played at each Location and when.

3. The Service

3.1. The Service is a subscription to the App for playing the Catalogue as background music at your registered Locations, together with the Documents and the Playback Log.

3.2. The features, limits and plans of the Service (including the unit of subscription, the number of devices or zones, any trial and the countries in which the Service is offered) are those described in the App and on our website at the time of purchase. We may change them for future periods as described in Sections 9 and 15.

3.3. The App plays only the Catalogue. The Playback Log can be exported from your account at any time.

4. Our warranties for the Catalogue

4.1. We warrant, for every track in the Catalogue, for as long as it is available in the App, that:

(a) the track was created for Oktava using music-generation technology; no human performer took part in its performance or recording, and we do not claim human authorship of it;

(b) no rightsholder of the track is a member of, or represented by, any CMO, and the track has not been registered with, assigned or entrusted to, or otherwise included in the repertoire of any CMO anywhere in the world;

(c) Oktava is the producer of the sound recording of the track and holds the producer's rights in it, and no third party holds any rights in the recording;

(d) the track has not been commercially released, published or made available to the public outside the Service;

(e) Oktava is not a member of any CMO.

4.2. These warranties are the entire promise we make regarding music rights and royalties. Section 5 describes what follows from them and what does not; Sections 11 and 12 set the limits of our liability.

5. What this means for CMO fees, and what it does not

5.1. Because of the facts warranted in Section 4, the Catalogue does not form part of the repertoire that CMOs manage. In the countries where the Service is offered this means that, under the rules known to us and described in the Country Document, playing only the Catalogue does not of itself give rise to the CMO fees that are charged for the use of a CMO's repertoire.

5.2. Mandatory payments. In some countries the law requires businesses to make payments to a CMO or another body regardless of what music is played, for example remuneration for the public performance of sound recordings. The Service does not remove such payments; they remain your obligation. The Country Document names the payments known to us for your Account Country, but we do not and cannot know every fee in every country. Where the position is unclear, contact the relevant body with the Documents from your account.

5.3. Section 5.1 holds only while all of the following conditions (the "Coverage Conditions") are met:

(a) in every area where the Catalogue is playing, it is the only source of music: no radio, TV music, consumer streaming services, other music providers, DJ sets or live performances at the same time in the same area;

(b) the Catalogue is played only at Locations registered in your account, as background music for visitors and staff;

(c) your account information, including the Account Country of each Location, is accurate and up to date;

(d) you comply with Sections 7 and 8.

5.4. Outside Section 5.1: any other music you choose to play at any time and any fees for it; events with admission charges built around music; dance or fitness classes held to music; retransmission of the Catalogue outside the Location; and any obligations you incurred before your subscription started.

5.5. There is no court practice in any country on catalogues of the kind described in Section 4. A dispute about the Catalogue may be the first of its kind in your country. We do not guarantee the outcome of any such dispute (Section 8).

6. Country Documents

6.1. The Country Document for each of your Locations forms part of these Terms. Where the Country Document describes a mandatory payment, a residual risk, a choice or an additional step, the Country Document prevails over the general statement in Section 5.1.

6.2. The Service is offered only in the countries listed in the App at the time of purchase. We keep Country Documents under review and update them in your account.

6.3. The Account Country determines the price, the currency, the Country Document and the Documents for a Location. Registering a Location under a country other than the country where it is situated is a breach of these Terms, and the Documents issued on that basis are invalid.

7. Protection of the Catalogue: prohibited actions

7.1. The Catalogue exists only inside the App. Its value for you (Section 5) depends on it never becoming publicly available. You must not, and must not permit anyone else to:

(a) copy, record, rip, download (other than the App's own offline cache), extract or capture any track;

(b) publish, upload, share, stream or otherwise make any track available outside your Location, including on websites, social media, video platforms or messengers;

(c) use tracks in videos, advertising, podcasts, on-hold telephony or any other production;

(d) use the Catalogue, any track or any data derived from them for text and data mining, or for the development, training, fine-tuning or operation of machine-learning or artificial-intelligence systems, for any purpose; we expressly reserve our rights against text and data mining under Article 4(3) of Directive (EU) 2019/790 and any equivalent provision;

(e) resell, sublicense, rent or otherwise provide the Service to third parties;

(f) circumvent technical protection measures or reverse engineer the App, except to the extent expressly permitted by law;

(g) share account credentials outside your staff, or use the Service after termination.

7.2. A breach of Section 7.1(a)–(d) is a material breach that undermines the legal basis of the Service for all customers. We may terminate immediately, and you will be liable for the damage caused (Section 12.4).

8. If a CMO contacts you

8.1. Letters and visits from CMOs are a normal part of the background-music market. Your Documents exist for exactly that: the statement of the composition and origin of the Catalogue, the Country Document, the response template and the Playback Log.

8.2. Recommended conduct, detailed in the Country Document: do not sign or pay anything on the spot; do not ignore letters; reply in writing, in your own name, using our template and Documents.

8.3. What we do: we provide and keep updated the Documents, the templates and the instructions, and we may, at our discretion, help you with the wording of a reply or provide additional documents on request.

8.4. What we do not do: we do not provide legal services or legal representation, we do not correspond with CMOs on your behalf, and we do not conduct, fund or reimburse disputes, proceedings or settlements. Any dispute with a CMO, and its cost, is yours. This allocation of responsibility is reflected in the price of the Service.

9. Subscription, billing, taxes

9.1. Prices, currencies, the unit of subscription, billing periods and any trial are those shown on our website for your Account Country and at checkout at the time of purchase.

9.2. Payments are processed by our merchant of record (the "MoR"), the reseller named at checkout. The MoR is the seller of record for your purchase: it charges you, applies applicable taxes (VAT, GST, sales tax), issues invoices with your business details and handles payment disputes under its own checkout terms. These Terms govern the Service itself. Providing inaccurate tax or billing information may result in taxes being applied at consumer rates.

9.3. Subscriptions renew automatically at the end of each billing period unless cancelled before it ends. You may cancel at any time in your account; cancellation takes effect at the end of the paid period. Fees for started periods are non-refundable, except where the MoR's terms or mandatory law provide otherwise.

9.4. We may change prices and plans. A new price applies to you from the next billing period that starts after we have notified you by e-mail or in the App. If you do not agree, cancel before that period starts.

9.5. If a payment fails or a chargeback is raised, we may suspend the Service, after notice, until the matter is resolved.

10. Term, suspension and termination

10.1. These Terms apply for as long as you have an account.

10.2. You may terminate at any time by cancelling all subscriptions and closing the account.

10.3. We may suspend or terminate the Service: (a) immediately, for a breach of Section 7 or Section 6.3; (b) for any other material breach not cured within 14 days of our notice; (c) for non-payment, under Section 9.5; (d) for a Location, if the Service ceases to be offered in its Account Country, in which case we will refund the unused part of the paid period for that Location.

10.4. Upon termination for a Location: the licence ends, playback must stop, and the Documents for that Location cease to be valid as of the effective date of termination. Sections 7, 11, 12, 13, 16 and 17 survive termination.

11. Availability: "as is"

11.1. We aim for continuous availability, and the App keeps an offline cache for network interruptions, but we do not warrant that the Service will be uninterrupted or error-free. Except for Section 4, the Service is provided "as is", and all other warranties are excluded to the extent permitted by law.

11.2. We may update the App and the Catalogue (add, replace or remove tracks) at any time, maintaining the warranties of Section 4 for everything that is available in the App.

12. Liability

12.1. Nothing in these Terms excludes liability that cannot be excluded under applicable law.

12.2. Neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill or data.

12.3. Our total aggregate liability under these Terms is limited to the amounts you paid for the Service in the 12 months preceding the event giving rise to the claim. This cap applies to all claims together, including claims for breach of Section 4.

12.4. The cap in Section 12.3 does not apply to your liability for breach of Section 7, to your payment obligations, or to any liability that cannot be limited by law.

12.5. We are not liable for: mandatory payments under Section 5.2; CMO fees or claims arising from music other than the Catalogue or from a breach of the Coverage Conditions; the outcome of any dispute you conduct; or acts of the MoR under its own terms.

12.6. For the avoidance of doubt, we give no indemnity. Our responsibility for music rights is defined by the warranties in Section 4 and limited by this Section 12.

13. Intellectual property

13.1. The App, the Catalogue, the Documents and all related materials remain the property of Oktava. The Catalogue is licensed, not sold. You receive a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use them for the purposes of these Terms for the duration of your subscription, and no other rights.

13.2. In jurisdictions where fully machine-generated music is not protected by copyright, the Catalogue remains protected as our proprietary content by these Terms, by the producer's rights in the sound recordings and by technical means; Section 7 applies regardless of copyright status.

14. Data protection

14.1. We process account and usage data as described in our Privacy policy. The Service is addressed to businesses.

15. Changes to these Terms

15.1. We may amend these Terms and the Country Documents. For material changes we will give at least 30 days' notice by e-mail or in the App. If you do not agree, cancel before the change takes effect; continued use after that date constitutes acceptance.

15.2. Changes required by law, by a regulator or by a court decision may take effect earlier, with prompt notice.

16. General

16.1. These Terms, the Country Document(s), the Documents for your Locations and your order at checkout form the entire agreement and replace prior discussions. Marketing materials describe the Service; if wording differs, these Terms and the Country Document prevail.

16.2. We may assign these Terms to an affiliate or to a successor in business; you may not assign them without our consent.

16.3. If any provision is found unenforceable, the remainder stays in force.

16.4. A failure to enforce a provision is not a waiver of it.

16.5. Neither party is liable for failure to perform caused by events beyond its reasonable control.

16.6. Notices: to you, to your account e-mail or in the App; to us, to admin@oktava.app.

16.7. These Terms are made in English. Translations are provided for convenience; in case of any difference, the English version prevails.

17. Governing law and disputes

17.1. These Terms are governed by the laws of Georgia.

17.2. The parties will first attempt to settle any dispute by negotiation within 30 days of a written notice.

17.3. Failing settlement, disputes are subject to the exclusive jurisdiction of the courts of Tbilisi, Georgia. Mandatory rules of the country of your Location that apply notwithstanding a choice of court remain unaffected.