1. Acceptance of these Terms
1.1 By creating an account, signing in, accessing, downloading, installing, or using the Cantaré service (the "Service"), you agree to be bound by this End-User License Agreement (this "Agreement"). If you do not agree, you must not create an account, must immediately stop using the Service, and must delete any local copies of the Service or associated software.
1.2 If you accept this Agreement on behalf of an organization — including but not limited to a church, parish, school, college, music studio, community choir, orchestra, handbell ensemble, or similar musical organization (each, the "Subscriber Organization") — you represent and warrant that you have the legal authority to bind that organization to this Agreement, and "you" in this Agreement refers to both you individually and the Subscriber Organization.
1.3 Cantare, LLC ("Cantaré," "we," "us," or "our") reserves the right to modify this Agreement at any time. We will provide notice of material changes by updating the date at the top of this Agreement, sending email notice to the email address associated with your account, or requiring re-acceptance at next sign-in. Continued use of the Service after the effective date of the updated Agreement constitutes acceptance of the changes.
2. Definitions
- "Service" means the Cantaré software-as-a-service application, including the Cantaré — Worship edition and the Cantaré — Ensemble edition, the cantare.app marketing and signup websites, the app.cantare.app application runtime, any associated mobile interfaces (PWA, native apps), any APIs we expose, and all associated documentation.
- "Edition" means a configured variant of the Service identified by the
tenant_settings.editionfield. As of the effective date, the two Editions are "Worship" (for worship-ministry use cases) and "Ensemble" (for non-worship choral, orchestral, handbell, and similar musical ensembles). - "Subscriber" means the Subscriber Organization and any natural person who has agreed to this Agreement on its behalf.
- "Authorized User" means any natural person whom the Subscriber has invited or registered to use the Service under the Subscriber's account, including without limitation administrators, directors, organists, accompanists, ensemble leaders, secretaries, ministers, choir members, volunteers, and any other roles the Service supports.
- "Tenant" means a single Subscriber's isolated workspace within the Service, identified by a
tenant_idvalue, including all Authorized Users, Subscriber Content, settings, and other data scoped to that workspace. - "Subscriber Content" means all data, files, text, images, audio, video, software, schemas, mappings, annotations, comments, and any other content uploaded, created, transmitted, or stored by the Subscriber or its Authorized Users using the Service, excluding Service Content as defined below.
- "Service Content" means all software, code, designs, user interfaces, trademarks, logos, documentation, training materials, AI-model prompts and outputs we develop, and other materials we make available as part of the Service, excluding Subscriber Content and Third-Party Content.
- "Third-Party Content" means content licensed or otherwise made available to the Service by third parties, including but not limited to hymn metadata from Hymnary.org, scripture text from api.bible, AI-generated outputs from Google's Gemini API, integration data from Google Workspace and Microsoft 365, and similar.
- "Cross-Tenant Data" means anonymized, non-personally-identifying data derived from the use of the Service across multiple Subscriber Organizations, used by us to improve the Service for all Subscribers. Examples include the
slot_aliasescross-tenant learning loop and the globalhymn_indexandsheet_music_indexenrichment tables. - "Subscription" means a paid or free subscription to the Service at a specific tier as described on the cantare.app pricing pages.
- "Founder Edition" means a discounted enrollment in the Service made available to the first 300 Worship-edition Subscriber Organizations and the first 150 Ensemble-edition Subscriber Organizations, with promotional pricing, rate-lock, and an in-app badge as described in the marketing materials.
- "AI Features" means features of the Service that use machine-learning models to generate suggestions, content, classifications, or analysis — including but not limited to hymn enrichment, liturgy generation, anthem suggestion, voicing intelligence, audition scoring, image generation, fuzzy matching, and AI-assisted import mapping.
3. License Grant
3.1 Grant. Subject to your compliance with this Agreement, Cantaré grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription Term, solely for the lawful internal business purposes of the Subscriber Organization.
3.2 No other rights. No rights are granted by implication, estoppel, or otherwise. All rights not expressly granted to you in this Agreement are retained by Cantaré.
3.3 Editions. Your license is to the Edition you select at signup, identified by the tenant_settings.edition field on your Tenant. You may not access or use features of an Edition for which you have not subscribed. A Subscriber Organization that wishes to use both Editions must maintain two separate Tenants with two separate Subscriptions.
4. Account Registration and Authorized Users
4.1 Account creation. You must provide accurate, current, and complete information when you register for an account, and you must keep that information accurate, current, and complete during the term of your Subscription.
4.2 Account credentials. You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly at security@cantare.app of any unauthorized access or use.
4.3 Authorized Users. You may invite Authorized Users to your Tenant up to the limits defined by your Subscription tier. You are responsible for (a) the actions of all Authorized Users, (b) ensuring each Authorized User complies with this Agreement, and (c) maintaining accurate records of the Authorized Users you have invited.
4.4 Member data about non-account-holders. If you upload, enter, or otherwise process information about choir members, volunteers, congregants, students, performers, or any other natural persons who are not themselves Authorized Users — including names, contact information, attendance records, voice parts, ranges, audition scores, accommodations, health information you elect to record, or any other personal data — you represent and warrant that (a) you have the legal right to do so under all applicable laws including children's privacy laws, (b) you have obtained any required parental, guardian, or individual consents, (c) the affected individuals have been given any required notice, and (d) you have provided your own privacy policy or other disclosures to those individuals as required by law. You will indemnify Cantaré against any claim arising from your failure to comply with this Section 4.4.
5. Subscriptions, Fees, Billing, and Cancellation
5.1 Subscription tiers. The Service is offered in multiple Subscription tiers, including a free Solo tier, as described on the cantare.app pricing pages. Tier names, included features, member or attendance caps, and prices are as published on those pages at the time of your Subscription or renewal.
5.2 Free Solo tier. The Solo tier is provided at no charge and is subject to additional restrictions as described on the pricing pages and in Section 3 of this Agreement. Cantaré may modify, suspend, or discontinue the Solo tier at any time with reasonable notice.
5.3 Paid Subscriptions. Paid Subscriptions are billed in advance on either a monthly or annual basis as you select at checkout. Annual Subscriptions are billed upfront in a single payment for the full year. We use Stripe, Inc. as our payment processor; by providing payment information you authorize us and Stripe to charge the payment method you provide.
5.4 Founder Edition pricing. The Founder Edition is a promotional Subscription available to the first 300 Worship-edition Subscriber Organizations and the first 150 Ensemble-edition Subscriber Organizations, on the terms described on the cantare.app/founder-edition page. The Founder Edition discount and rate-lock attach to the Subscriber Organization, not to any individual Authorized User, and do not transfer if the Subscriber Organization changes ownership or merges with another entity.
5.5 Renewals. Paid Subscriptions automatically renew at the end of each billing period unless canceled before the renewal date. By subscribing, you authorize automatic renewal charges on the payment method on file.
5.6 Price changes. We may change Subscription prices at any time with at least thirty (30) days' notice. Founder Edition Subscribers whose rate-lock is in effect will not have their locked rate increased during the Subscription Term, except as described in their Founder Edition enrollment terms.
5.7 No refunds. Subscription fees are non-refundable except as required by applicable law. Cancellation takes effect at the end of the then-current billing period; you continue to have access to the Service through the end of that period.
5.8 Cancellation. You may cancel your paid Subscription at any time from your Tenant's account settings. Cancellation downgrades your Tenant to the Solo tier at the end of the then-current billing period, subject to Solo tier limits. You may also delete your Tenant entirely; see Section 11.
5.9 Suspension for non-payment. If a renewal payment fails, we may suspend access to paid features after notice and a reasonable grace period. After 30 days of continued non-payment, your Tenant may be downgraded to the Solo tier or, if Solo tier limits are exceeded, deleted in accordance with Section 11.
5.10 Sales tax. Subscription prices are exclusive of any applicable sales, use, value-added, or similar taxes. We collect and remit such taxes where required by law via Stripe Tax or a comparable service. Subscribers are responsible for any taxes not collected by us.
6. Acceptable Use
6.1 You agree not to, and not to permit any Authorized User to:
(a) use the Service for any unlawful purpose or in violation of any applicable law;
(b) infringe the intellectual property, privacy, or other rights of any third party, including by uploading copyrighted sheet music, hymn texts, or audio recordings for which you do not have the necessary licenses;
(c) attempt to gain unauthorized access to the Service, other Tenants' data, or any underlying infrastructure;
(d) reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of the Service, except to the extent permitted by applicable law;
(e) circumvent any access controls, rate limits, or usage caps, including the per-tenant AI-token caps tracked in tenant_ai_usage;
(f) use the Service to send unsolicited communications, spam, phishing attempts, or malware;
(g) use automated scripts, bots, scrapers, or other automated means to access the Service outside of any APIs we explicitly authorize;
(h) resell, sublicense, rent, lease, or otherwise commercially exploit the Service or Service Content other than as expressly permitted in this Agreement;
(i) use the Service to develop a competing product or service;
(j) misrepresent your affiliation with any organization or person;
(k) upload to the Service any malicious code, files, or content;
(l) use AI Features to generate content that infringes copyright, violates privacy, or is intended to defraud or deceive any third party.
6.2 We reserve the right to suspend or terminate your access to the Service immediately upon notice if we have a reasonable belief that you have violated this Section 6, with or without further opportunity to cure.
7. Subscriber Content
7.1 Ownership. As between you and Cantaré, you retain all right, title, and interest in and to Subscriber Content. Cantaré does not claim ownership of Subscriber Content.
7.2 License to us. You grant Cantaré a worldwide, non-exclusive, royalty-free, sublicensable (only to our service providers as necessary to provide the Service) license to host, store, copy, transmit, display, modify (only as necessary for technical reasons such as format conversion or storage optimization), and otherwise process Subscriber Content for the sole purpose of providing the Service to you, supporting you, and improving the Service as expressly described in Section 9 (Music Library Data and AI Enrichment).
7.3 Your representations. You represent and warrant that (a) you have all rights, licenses, consents, and authority necessary to upload and process Subscriber Content through the Service, (b) Subscriber Content does not infringe any third-party intellectual property right or privacy right, and (c) Subscriber Content does not violate any applicable law.
7.4 No reliance. Cantaré does not pre-screen Subscriber Content and is not responsible for it. You are solely responsible for Subscriber Content and for any consequences of uploading, posting, or processing it through the Service.
7.5 Removal. We may remove or refuse to host Subscriber Content that, in our reasonable judgment, violates this Agreement, any applicable law, or the rights of any third party, with or without notice.
8. Service Content; Cantaré's Intellectual Property
8.1 The Service Content, including without limitation the Cantaré software, all source code, all user interfaces, all designs, the "Cantaré" name and logo, all AI-model prompts and prompt templates, all documentation, all reports, and all derivative works thereof, is and shall remain the exclusive property of Cantare, LLC and its licensors. All rights in the Service Content not expressly granted to you in this Agreement are reserved.
8.2 You may not remove, alter, or obscure any copyright, trademark, or other proprietary notice in or on the Service Content.
8.3 The "Cantaré" name (with the accent é) is a trademark of Cantare, LLC and is the subject of a pending United States Patent and Trademark Office Class 42 application. You receive no license to use the "Cantaré" trademark except as necessary to identify the Service in routine reference (e.g., describing your use of "Cantaré" to colleagues).
9. Music Library Data and AI Enrichment
9.1 Music library data caching. The Service maintains a centralized music library index, including the hymn_index table (currently containing approximately 49,000 hymn records from approximately 800 hymnals) and similar indexes for choral, handbell, orchestra, and other repertoire types. This library is shared across all Tenants and Subscribers. The library data is comprised of factual metadata (titles, composers, authors, tunes, meters, scripture references, voicings, difficulty ratings, instrumentation, hymnal appearances, and similar) that is uncopyrightable under United States law as established in Feist Publications, Inc. v. Rural Telephone Service Co., 499 U.S. 340 (1991).
9.2 AI enrichment of music library data. Cantaré uses Google's Gemini API ("Gemini") to enrich the music library data with additional factual metadata, including but not limited to scripture references, theme tags, difficulty assessments, stanza counts, alternate voicings available for purchase from third-party publishers, instrumentation requirements, and similar factual attributes. AI-enrichment outputs that meet our quality threshold are stored in the global music library index and are visible to all Subscribers. You acknowledge and agree that:
(a) AI-enrichment outputs are generated from publicly available factual data about each piece, are themselves factual in nature, and are not derivative works of Subscriber Content;
(b) AI-enrichment outputs are not personally identifying and contain no information about any Subscriber Organization or Authorized User;
(c) the use of AI-enrichment outputs to enrich the global music library index benefits all Subscribers, including you, by reducing per-tenant enrichment costs and improving search quality;
(d) Cantaré is the owner of all AI-enrichment outputs stored in the global music library index, and you receive a license to use those outputs as part of the Service under Section 3, but no other rights in them;
(e) AI-enrichment outputs may be inaccurate, incomplete, or out of date, and you should independently verify any AI-enrichment output before relying on it for any decision with material consequences (including but not limited to public performance, copyright clearance, or instructional use).
9.3 Cross-tenant alias learning loop (slot_aliases). The Service includes a feature that aggregates anonymized label-to-canonical-concept mappings across Tenants in the slot_aliases table. When a Subscriber's Authorized User manually maps a previously unrecognized label (for example, "Cherubs" → "Children's Choir Anthem") during a service-history import, the lowercase label string and its canonical mapping are stored at the Tenant level. When two (2) or more distinct Tenants converge on the same mapping, an administrator may promote that mapping to a global-source entry that becomes visible to all Tenants. Stored mappings contain (i) the lowercase label string, (ii) the canonical concept, and (iii) the optional denomination hint where Subscriber provided one; they do not contain Subscriber Organization identity, Authorized User identity, or any other personally identifying information.
You may opt your Tenant out of contributing to this cross-tenant learning loop at any time from Settings → Privacy & Data. Existing mappings already contributed by your Tenant prior to the opt-out will remain in the database because the cross-tenant value derives from the aggregate of multiple Tenants' contributions; however, no further mappings will be aggregated from your Tenant after the opt-out is recorded.
9.4 Hymnary.org usage. The Service obtains hymn metadata from Hymnary.org, operated by the Christian Classics Ethereal Library at Calvin University, using two parallel access methods: (i) bulk CSV downloads published by Hymnary.org at https://hymnary.org/widgets and via search-result CSV export, which Hymnary.org has expressly made available for use; and (ii) HTML scraping of public Hymnary.org pages as a fallback when bulk CSV export returns insufficient data. The data so obtained is factual metadata, is uncopyrightable under Feist, and is cached in our database for use across all Tenants. The Service displays a "Source: Hymnary.org" attribution on each hymn detail page and acknowledges the Christian Classics Ethereal Library on the cantare.app/credits page. Subscriber acknowledges and agrees that Hymnary.org is not a party to this Agreement, makes no representation as to the accuracy or completeness of the data, and bears no responsibility for any use of the data by Subscriber or by Cantaré.
9.5 Modern copyrighted hymn texts. The Service does not ingest, store, display, or otherwise process the full text of any hymn whose lyrics are protected by copyright unless the Subscriber has independently obtained a license to do so from the relevant rights holder (typically through CCLI, OneLicense, or a similar licensing organization). Subscriber is solely responsible for obtaining and maintaining all such licenses for use of copyrighted material in connection with the Service.
9.6 No representation or warranty as to metadata. Cantaré makes no representation or warranty, express or implied, regarding the accuracy, completeness, currency, or fitness for any particular purpose of any music library metadata, AI-enrichment output, hymnal data, scripture reference, theme tag, or other factual attribute stored in or surfaced by the Service. Subscriber is solely responsible for verifying any such metadata before relying on it.
10. Third-Party Services and Integrations
10.1 The Service integrates with the following third-party services as of the effective date. The list may change; the then-current list of subprocessors is maintained at cantare.app/subprocessors:
- Google Cloud / Gemini API (AI features)
- Google Workspace (Google Drive, Google Sheets, Google Slides — optional, Subscriber-connected via OAuth 2.0)
- Microsoft 365 (OneDrive — optional, Subscriber-connected via OAuth 2.0)
- Supabase (database, authentication, file storage — primary infrastructure)
- Stripe (payment processing and sales-tax compliance)
- Resend (transactional email)
- Sentry (error monitoring)
- api.bible (scripture text, cached up to 90 days)
- Hymnary.org (hymn metadata, as described in Section 9.4)
- Vercel or Railway (application hosting, as currently configured)
10.2 Subscriber's use of any third-party service that is connected via OAuth (such as Google Drive or Microsoft OneDrive) is governed by the terms of service and privacy policy of that third-party service, in addition to this Agreement. Cantaré is not responsible for any third-party service, its terms, its privacy practices, or its availability.
10.3 Subscriber authorizes Cantaré to transmit Subscriber Content to the third-party services listed in Section 10.1 to the extent necessary to provide the Service. Subscriber acknowledges that AI Features transmit input data to Google's Gemini API at the time the Feature is invoked. Per Google's published API terms as of the effective date, Google does not use API customer inputs to train Google's general-purpose AI models.
11. Data Retention, Export, and Deletion
11.1 Retention. During the Subscription Term and for thirty (30) days thereafter, Cantaré will retain Subscriber Content. After such period, Subscriber Content may be deleted from active systems. Backups may be retained for up to an additional sixty (60) days for disaster-recovery purposes and will not be accessed except for that purpose.
11.2 Export. Subscriber may export Subscriber Content in a portable format (JSON / CSV) from Settings → Profile and Account → Export at any time during the Subscription Term and during the 30-day post-cancellation retention window.
11.3 Deletion. Subscriber may request immediate deletion of the Tenant at any time from Settings → Profile and Account → Delete Account. Upon receiving such request, Cantaré will delete the Tenant and all Subscriber Content within thirty (30) days, except for backups (which expire within an additional 60 days) and except for Cross-Tenant Data that has been incorporated into the global music library index, the slot_aliases global rows, or similar aggregate data as described in Section 9, which will not be removed because such data does not contain Subscriber identity or personally identifying information.
11.4 AI Feature output retention. Outputs generated by AI Features and stored as Subscriber Content (for example, generated liturgies, anthem suggestions, audition rubrics) are retained as part of the Tenant and follow the same retention schedule.
12. Confidentiality
12.1 Each party (the "Receiving Party") shall protect the other party's (the "Disclosing Party's") Confidential Information using the same degree of care that the Receiving Party uses to protect its own confidential information, but in no event less than reasonable care. The Receiving Party shall use Confidential Information only as necessary to perform under this Agreement.
12.2 "Confidential Information" means any non-public information disclosed by or on behalf of the Disclosing Party that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Subscriber Content, business and financial information, pricing, technical specifications, and AI prompt templates.
12.3 Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.
13. AI Features — Specific Disclaimers and User Responsibilities
13.1 The Service includes AI Features that generate textual, graphical, or analytical outputs (collectively, "AI Outputs"). AI Outputs are produced by machine-learning models and may contain inaccuracies, errors, fabrications ("hallucinations"), biases, or content that is offensive, inappropriate, defamatory, or infringing.
13.2 Subscriber is solely responsible for reviewing, verifying, and approving every AI Output before relying on, publishing, distributing, performing, displaying, or otherwise using it. Cantaré expressly disclaims any responsibility for AI Outputs or for any consequences arising from Subscriber's use of AI Outputs without independent verification.
13.3 Without limiting Section 13.2, Subscriber acknowledges that:
(a) AI-generated liturgical text, prayers, scripture commentary, hymn suggestions, and similar content may contain doctrinal inaccuracies, citation errors, or content inappropriate for Subscriber's tradition;
(b) AI-generated images may contain artifacts, inaccuracies, or inappropriate content, and are subject to Google's content-policy restrictions;
(c) AI-suggested matches, classifications, audition scores, voicing assignments, and similar analytical outputs may be inaccurate and should not be the sole basis for any decision with material consequences for any individual (for example, an audition outcome or ensemble assignment);
(d) Cantaré does not warrant that AI Outputs are free from third-party intellectual-property infringement; Subscriber assumes the risk that an AI Output may incorporate or resemble copyrighted material, and Subscriber is solely responsible for clearing any necessary rights before public use.
13.4 AI usage limits. AI Features are subject to per-tier monthly usage quotas and per-tenant daily token caps as described on the pricing pages and enforced via the tenant_ai_usage table. Subscriber agrees not to circumvent these limits.
14. Trial and Founder Edition Programs
14.1 Cantaré may from time to time offer free trial, beta, alpha-test, or Founder Edition enrollments. Such programs are governed by this Agreement plus any additional terms specified at enrollment. Cantaré reserves the right to modify or discontinue any trial, beta, alpha-test, or Founder Edition program at any time.
14.2 Founder Edition Subscribers receive (i) a promotional discount for the first two Subscription years (50% off year one, 25% off year two), (ii) a permanent rate-lock at the year-three standard price, and (iii) a "Founder Edition" badge displayed in the Tenant's account settings and on invoices. The rate-lock applies only to the specific tier the Founder Edition Subscriber holds; upgrading or downgrading to a different tier may not preserve the rate-lock and is governed by the cantare.app/founder-edition page in effect at the time of the change.
15. Disclaimer of Warranties
15.1 THE SERVICE, INCLUDING ALL SERVICE CONTENT, AI OUTPUTS, AND THIRD-PARTY CONTENT MADE AVAILABLE THROUGH THE SERVICE, IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. To the maximum extent permitted by applicable law, Cantaré and its affiliates, licensors, and service providers expressly disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, uninterrupted use, freedom from harmful components, and quiet enjoyment.
15.2 Without limiting Section 15.1, Cantaré does not warrant that (a) the Service will be uninterrupted, secure, or error-free; (b) the Service will meet Subscriber's specific requirements; (c) any errors will be corrected; (d) the Service or any servers that make it available are free of viruses or other harmful components; (e) AI Outputs will be accurate or fit for any particular purpose; (f) any music library metadata will be accurate, complete, or current; or (g) any third-party service or integration will continue to be available, function as expected, or remain on its current terms.
15.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, ANY APPLICABLE STATUTORY WARRANTY IS LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE COMMENCEMENT OF YOUR USE OF THE SERVICE.
16. Limitation of Liability
16.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CANTARE, LLC, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR:
(a) any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost data, lost goodwill, business interruption, or substitute service costs, whether arising in contract, tort (including negligence), strict liability, or any other theory, even if Cantaré has been advised of the possibility of such damages;
(b) any loss, corruption, deletion, or unavailability of Subscriber Content;
(c) any infringement, defamation, error, or other harm arising from AI Outputs;
(d) any third-party content, third-party services, or third-party acts;
(e) any harm arising from Subscriber's failure to comply with Section 4.4 (member data about non-account-holders), Section 6 (acceptable use), Section 9.5 (copyrighted hymn texts), or any other Subscriber obligation under this Agreement;
(f) any matter beyond Cantaré's reasonable control.
16.2 AGGREGATE LIABILITY CAP. THE TOTAL AGGREGATE LIABILITY OF CANTARE, LLC AND ITS AFFILIATES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID TO CANTARÉ IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100 USD).
16.3 The limitations in this Section 16 apply to the maximum extent permitted by applicable law, regardless of the failure of any limited remedy of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, CANTARÉ'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16.4 The disclaimers and limitations in Sections 15 and 16 are a fundamental basis of the bargain between you and Cantaré. The Subscription fees Cantaré charges reflect this allocation of risk. Without these disclaimers and limitations, the Service would not be offered at the prices charged.
17. Indemnification
17.1 Subscriber's indemnification of Cantaré. Subscriber shall defend, indemnify, and hold harmless Cantare, LLC and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(a) Subscriber Content, including any claim that Subscriber Content infringes any third-party intellectual property, privacy, publicity, or other right;
(b) Subscriber's or any Authorized User's use of the Service in violation of this Agreement;
(c) Subscriber's or any Authorized User's violation of any applicable law;
(d) Subscriber's failure to comply with Section 4.4 (member data about non-account-holders), including any claim by or on behalf of a minor or a minor's parent or guardian;
(e) Subscriber's failure to obtain or maintain required licenses for copyrighted material processed through the Service;
(f) any AI Output used, displayed, performed, distributed, or relied upon by Subscriber without Subscriber's independent verification per Section 13.2;
(g) any dispute between Subscriber and any third party, including any Authorized User, choir member, congregant, performer, student, family member, employee, contractor, or vendor.
17.2 Procedure. Cantaré will promptly notify Subscriber of any claim subject to indemnification. Subscriber will have sole control over the defense and settlement of the claim, provided that Subscriber will not enter any settlement that imposes any obligation or admission on Cantaré without Cantaré's prior written consent. Cantaré may participate in the defense at its own expense.
18. Term and Termination
18.1 Term. This Agreement commences on the date you first accept it and continues until terminated as provided in this Section 18.
18.2 Termination for convenience by Subscriber. Subscriber may terminate this Agreement at any time by canceling all paid Subscriptions and deleting the Tenant per Section 11.3.
18.3 Termination for convenience by Cantaré. Cantaré may terminate this Agreement and Subscriber's access to the Service at any time with thirty (30) days' notice for any reason or no reason. In such case, Cantaré will provide Subscriber with reasonable opportunity to export Subscriber Content per Section 11.2 and, if termination occurs during a paid Subscription Term, a pro-rata refund of any unused prepaid fees.
18.4 Termination for cause. Either party may terminate this Agreement immediately upon notice if the other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days after receiving written notice of the breach (or immediately for any breach that is not capable of cure). Without limiting the foregoing, Cantaré may suspend or terminate immediately for any breach of Section 6 (Acceptable Use) or Section 9 (Music Library Data).
18.5 Effect of termination. Upon termination of this Agreement: (a) all licenses granted to Subscriber terminate immediately; (b) Subscriber will pay any fees accrued but unpaid through the effective date of termination; (c) the data retention and deletion schedule in Section 11 applies; (d) Sections 4.4 (member-data indemnification), 7.3 (representations), 9 (music library data, including Cross-Tenant Data permanence), 11 (data retention), 12 (confidentiality), 13 (AI disclaimers), 15 (warranties), 16 (limitation of liability), 17 (indemnification), 21 (governing law), 22 (dispute resolution), and any other provisions that by their nature should survive will survive termination.
19. Modifications to the Service
19.1 Cantaré reserves the right to modify, suspend, or discontinue the Service or any part of it, including any Edition or feature, at any time. Cantaré will provide reasonable advance notice of material modifications that meaningfully reduce the functionality of the Service for paid Subscribers.
19.2 Cantaré is not liable to Subscriber or any third party for any modification, suspension, or discontinuance of the Service or any part of it, except for any obligation to provide pro-rata refunds expressly described in this Agreement.
20. Force Majeure
20.1 Cantaré is not liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic or epidemic, war, terrorism, civil unrest, government action, labor disputes, internet outages, third-party service outages (including outages of Supabase, Google Cloud, Stripe, Resend, or Hymnary.org), and cyberattacks.
21. Governing Law and Venue
21.1 This Agreement is governed by and construed in accordance with the laws of the State of Alabama, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21.2 Subject to Section 22, the parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Madison County, Alabama for any action arising out of or relating to this Agreement.
22. Dispute Resolution
22.1 Informal resolution. Before filing any claim, the parties agree to attempt to resolve the dispute informally by first contacting the other party at the address in Section 27. If the dispute is not resolved within thirty (30) days of such notice, either party may initiate formal proceedings.
22.2 Arbitration. (Reserve until attorney review — Stephen + counsel should affirmatively decide between binding arbitration with class-action waiver, court jurisdiction only, or a hybrid. Sample arbitration clause language is available on request from counsel; many SaaS companies have moved away from mandatory arbitration in recent years due to state-law restrictions and customer-experience concerns.)
22.3 Equitable relief. Notwithstanding anything to the contrary, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
23. Export Compliance
23.1 The Service may be subject to United States export control laws. Subscriber agrees to comply with all applicable export laws and not to export, re-export, or transfer the Service to any embargoed country or any person on a denied-parties list.
24. Assignment
24.1 Subscriber may not assign this Agreement or any rights or obligations under it without Cantaré's prior written consent. Cantaré may assign this Agreement at any time without notice in connection with a merger, acquisition, sale of assets, or similar transaction.
25. Notices
25.1 Notices to Subscriber may be given by email to the address associated with Subscriber's account, by a notice posted in the Service, or by any other means reasonably calculated to bring the notice to Subscriber's attention.
25.2 Notices to Cantaré must be given by email to legal@cantare.app, with a copy by U.S. mail to Cantare, LLC, [Huntsville registered-agent address — to be inserted at registration].
26. Miscellaneous
26.1 Entire agreement. This Agreement, together with any policies expressly incorporated by reference (including the Privacy Policy and the published pricing pages at the time of subscription), constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements, communications, and understandings, written or oral.
26.2 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.
26.3 No waiver. Failure by either party to enforce any provision of this Agreement is not a waiver of that provision or any other.
26.4 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship.
26.5 No third-party beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party has any right to enforce any provision of this Agreement.
26.6 Headings. Section headings are for convenience only and do not affect interpretation.
26.7 Counterparts and electronic execution. This Agreement may be accepted by clicking "I agree" or a similar mechanism. Electronic acceptance has the same effect as a handwritten signature.
27. Contact
For questions about this Agreement:
- Email: legal@cantare.app
- General support: hello@cantare.app
- Privacy inquiries: privacy@cantare.app
- Security inquiries: security@cantare.app
- Mail: Cantare, LLC, [Huntsville registered-agent address — to be inserted at registration]
End of EULA paralegal draft. Awaiting attorney markup. Open items for counsel: (i) §22 dispute-resolution mechanism (arbitration vs. court); (ii) registered-agent address insertion at §25 and §27; (iii) confirmation that §9.4 Hymnary attribution language is sufficient or whether an explicit written-permission addendum should be sought; (iv) confirmation that §9.2 ownership-of-AI-enrichment-outputs claim is defensible given the underlying factual nature of the data; (v) jurisdiction-specific addenda (CCPA, VCDPA, EU SCCs) if expanding outside the US; (vi) registered trademark notice once USPTO Class 42 application matures from "pending" to "registered."