Terms of Service

These Terms of Service govern your use of Second Chair, including the plugin software, the account portal at secondchair.studio, and any related services (collectively, the “Service”). By accessing or using the Service, you agree to be bound by these terms. If you do not agree, you must not use the Service.

Second Chair is operated by Fruit Market Ventures Ltd, a company registered in England and Wales (“Second Chair”, “we”, “us”, “our”).
Contact: support@secondchair.studio

If you are using the Service as a consumer, nothing in these terms affects your statutory rights, including rights under the Consumer Rights Act 2015 that cannot be excluded or restricted by agreement.

Second Chair is currently in beta. By accepting beta access you acknowledge that:

• The Service is provided for testing and evaluation purposes and may contain bugs, errors, or incomplete features.
• Features, pricing, and limits may change without notice during the beta period.
• We may modify, suspend, or discontinue any feature, or the Service as a whole, at any time during the beta period without liability to you, except for any refund required by law.
• Beta access may be revoked at any time at our discretion.
• We may ask you to complete feedback surveys as a condition of continued beta access.
• The Service is new and built on new technology. Its behaviour, performance, and limitations are still being evaluated, and you should not rely on it for critical or time-sensitive work.

You are responsible for maintaining the security of your account, including your licence key. You must not share your licence key with others or use it on more devices than permitted by your plan.

You must provide accurate information when registering and keep it up to date. You must be at least 16 years old to use the Service.

“Your Content” means any audio, reference tracks, text, or other material you submit to or capture with the Service.

4.1 Ownership. You retain full ownership of Your Content. We do not claim any ownership rights to your music.

4.2 Licence to us. So that we can operate the Service, you grant us a limited, non-exclusive, worldwide, royalty-free licence to receive, transmit, process, and analyse Your Content, solely for the purpose of providing the Service to you, including transmission to our third-party AI provider for analysis. This licence ends when the relevant processing is complete. We do not store your audio and do not use it for any other purpose.

4.3 Your warranties. You represent and warrant that:

• you own, or have all necessary rights, licences, and permissions in, any audio you submit to the Service, including any reference tracks;
• your submission and our processing of Your Content as described in these terms does not and will not infringe the intellectual property rights, privacy rights, or any other rights of any third party; and
• your use of the Service complies with all applicable laws and regulations.

4.4 Reference tracks. Where the Service allows you to submit a reference track, you are solely responsible for ensuring you have the right to submit that recording for analysis. We do not review, monitor, or verify reference tracks or any other content you submit, and we have no control over what you choose to upload.

You agree not to:

• use the Service for any unlawful purpose or in violation of any applicable law or regulation;
• submit any content that you do not have the right to submit or that infringes third-party rights;
• reverse engineer, decompile, or attempt to extract the source code of the plugin software;
• use automated scripts or bots to interact with the Service in an abusive manner;
• attempt to circumvent usage limits, licence validation, or any security feature;
• attempt to extract, manipulate, or interfere with the prompts, instructions, or configuration of the AI model used by the Service, or to induce the AI to behave in a manner outside its intended purpose;
• use the Service or its output to develop, train, or improve a competing product or service; or
• share, resell, or sublicense your access to the Service.

We may suspend or terminate, without liability, any account that we reasonably suspect of submitting infringing content or otherwise breaching this clause, including on a repeat basis.

Rights holders who believe content has been submitted to the Service in breach of their rights may contact us at support@secondchair.studio and we will investigate.

You agree to indemnify, defend, and hold harmless Fruit Market Ventures Ltd and its officers, directors, employees, and agents from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your Content, including any reference tracks you submit;
• your breach of these terms, including the warranties in clause 4.3;
• your violation of any applicable law or of any third-party right, including any intellectual property right; or
• your use or misuse of the Service or of any AI-generated feedback.

If you are a consumer, this indemnity applies only to the extent the claim arises from your breach of these terms or your unlawful act or omission, and does not require you to compensate us for losses caused by our own breach or negligence.

The Second Chair software, website, branding, and all associated content (excluding Your Content) are owned by or licensed to Fruit Market Ventures Ltd. Nothing in these terms grants you any ownership of our intellectual property. We grant you a limited, non-exclusive, non-transferable, revocable licence to install and use the plugin software for your own use in accordance with these terms and your plan.

Feedback and suggestions: if you send us ideas, suggestions, or feedback about the Service (including via beta surveys), you grant us a perpetual, irrevocable, royalty-free licence to use them for any purpose without obligation or compensation to you. This does not apply to your audio.

The feedback generated by Second Chair is produced by a third-party AI model (currently Google Gemini) and is provided for informational and creative purposes only. It does not constitute professional audio engineering, mastering, or other professional advice.

You acknowledge and agree that:

• AI-generated feedback can be inaccurate, incomplete, inconsistent, or contextually inappropriate;
• you are solely responsible for evaluating the feedback, for any decisions you make based on it, and for any works you create or modify in reliance on it;
• we make no warranty that the feedback will be accurate, suitable for your needs, original, free from third-party material, or free from error; and
• the characteristics of AI output may change over time as underlying models are updated by their providers.

The Service depends on third-party providers, including Google Gemini (AI analysis), Stripe (payments), and hosting and infrastructure providers. You acknowledge that:

• audio submitted for analysis is transmitted to and processed by Google, subject to Google's applicable terms and data commitments;
• we are not responsible for the acts, omissions, outages, errors, model changes, or service withdrawals of any third-party provider;
• the availability and behaviour of the Service may be affected by changes to third-party services that are outside our control; and
• we may replace or substitute any third-party provider at any time.

The Second Chair plugin operates inside third-party host software (your DAW). You acknowledge that audio plugins can, in rare cases, cause host applications to crash, hang, or behave unexpectedly.

To the maximum extent permitted by law, we are not liable for any crash, interruption, data loss, project or session corruption, or dropped audio occurring in your DAW or on your system in connection with use of the plugin.

You are responsible for saving your work and maintaining backups of your projects. During the beta period in particular, you should not rely on the plugin during critical recording sessions or live performance.

Your plan includes a monthly allocation of analyses. Unused analyses do not roll over to the next month. Additional top-up packs may be purchased where available.

We reserve the right to impose fair-use limits on any account that we reasonably believe is being used abusively, even where those limits are not explicitly set out in your plan.

Paid plans are billed monthly or annually in advance. All fees are stated inclusive of VAT where applicable. Payments are processed by Stripe.

We do not offer refunds except where required by law or at our sole discretion. If you cancel a paid plan, you retain access until the end of the current billing period.

We may change prices at any time. We will give at least 30 days' notice of price changes to existing subscribers. If you do not accept a price change, you may cancel your plan before it takes effect.

We will use reasonable efforts to investigate and address defects and issues reported to us. However, we make no commitment as to response times, resolution of any particular issue, or the availability of any fix, update, or workaround, particularly during the beta period. No service level agreement (SLA) or uptime guarantee applies to the Service.

The Service is provided “as is” and “as available” without any warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that the Service will be uninterrupted, error-free, secure, or that defects will be corrected, or that the Service will be compatible with any particular DAW, operating system, or hardware configuration.

If you are a consumer, this clause does not exclude or limit any warranty or right implied by law that cannot lawfully be excluded, including your rights under the Consumer Rights Act 2015 for digital content to be of satisfactory quality, fit for purpose, and as described.

To the maximum extent permitted by law:

• we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, recordings, projects, or goodwill, arising out of or in connection with your use of, or inability to use, the Service;
• we shall not be liable for any loss arising from Your Content, from AI-generated feedback or your reliance on it, from third-party services, or from events outside our reasonable control; and
• our total aggregate liability to you in respect of all losses arising under or in connection with these terms shall not exceed the amount you paid us in the 12 months preceding the claim, or £50, whichever is greater.

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under the law of England and Wales. If you are a consumer, nothing in this clause affects your statutory rights.

You may stop using the Service at any time. We may suspend or terminate your access at any time if we reasonably believe you have violated these terms, or for any other reason on reasonable notice.

On termination, your licence key will be deactivated and the licence granted to you in clause 7 ends. Provisions of these terms that by their nature should survive termination will do so, including clauses 4.3 (your warranties), 6 (indemnity), 7 (intellectual property), 14 (disclaimer), 15 (limitation of liability), and 21 (governing law).

We may update these Terms of Service at any time. We will notify active users of material changes by email at least 14 days before they take effect. If you do not agree to the changes, you may cancel your account and stop using the Service before they take effect. Continued use of the Service after changes take effect constitutes acceptance of the revised terms.

We shall not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause beyond our reasonable control, including but not limited to internet or infrastructure failures, third-party service outages, power failures, industrial disputes, epidemics, governmental action, fire, flood, or other natural disaster.

Entire agreement. These terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service and supersede any prior agreements or understandings.

Severability. If any provision of these terms is found to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary or, if it cannot be modified, deemed deleted, and the remaining provisions shall continue in full force and effect.

Waiver. No failure or delay by us in exercising any right under these terms shall operate as a waiver of that right.

Assignment. You may not assign or transfer your rights or obligations under these terms without our prior written consent. We may assign these terms in connection with a merger, acquisition, or sale of assets, or by operation of law.

Third-party rights. Except as expressly stated, these terms do not confer any rights on any person other than you and us.

Questions about these terms should be sent to support@secondchair.studio.

These terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales, except that if you are a consumer resident elsewhere in the United Kingdom or in another country, you may also be entitled to bring proceedings in the courts of your place of residence and to rely on mandatory consumer protection rules of that jurisdiction.