These Terms of Service and Distribution Agreement ("Terms") form a binding agreement between you and ONE Studios Ltd. ("LUCY," "we," "us," or "our"), a company registered in Israel, regarding the LUCY platform, the website at lucysounds.com, the application at app.lucysounds.com, and all related services (the "Service"). By creating an account or using the Service, you accept these Terms and our Privacy Policy (incorporated by reference). If you do not agree, do not use the Service.
1. Definitions
- "Agreement" means these Terms, including the Section B Distribution Agreement;
- "Content" means any audio, music, master recordings, compositions, samples, metadata, artwork, text, or other materials you upload, submit, or distribute through the Service;
- "DSP" means digital service providers such as Spotify, Apple Music, YouTube, TikTok, Amazon Music, Meta platforms, and other distribution platforms;
- "Distribution Partner" (or "sub-distributor") means any third-party distributor, aggregator, or service provider LUCY engages to deliver Content to DSPs on LUCY's behalf, including our upstream distributor;
- "Net Royalties" has the meaning in Section B-5;
- "Release" means a single, EP, album, or other package of Content with its metadata, artwork, UPC, and ISRCs;
- "Service," "User," "Creator" have their ordinary meaning in context; "LUCY," "we," "us," "our" means ONE Studios Ltd.
Section A — General Platform Terms
A-1. Acceptance
A-1.1 By accessing or using the Service you acknowledge you have read, understood, and agree to be bound by these Terms and our Privacy Policy. Acceptance occurs when you click to accept during onboarding or by using the Service; we record acceptance.
A-1.2 We may modify these Terms with notice as required by law. Material changes will be notified (e.g., by email or in-app). Continued use after changes take effect constitutes acceptance where permitted by law.
A-1.3 The following policies are incorporated into these Terms by reference and form part of your agreement with us: our Privacy Policy, Cookie Policy, Refund & Cancellation Policy, Content Policy, Acceptable Use Policy, Anti-Fraud Policy, and DMCA Policy. Where a policy conflicts with these Terms, these Terms control unless that policy expressly states otherwise.
A-2. Eligibility & Capacity
LUCY requires all users to be at least 18 years of age, or the age of majority in their jurisdiction. If you are under 18, you may only use LUCY and enter into this Agreement with the explicit, verifiable consent and co-signature of a parent or legal guardian. By accepting these Terms, you warrant you have the legal capacity to enter into this contract. The Service is not available to anyone under 13, or to persons suspended from the Service or in jurisdictions where the Service is prohibited.
A-3. Accounts & Security
A-3.1 You must provide accurate, current, and complete information and keep it updated.
A-3.2 You are responsible for safeguarding your credentials and for all activity under your account, and must notify us promptly of any unauthorized use or security breach.
A-3.3 One account per person or entity unless we authorize otherwise in writing. We may suspend or terminate accounts that violate these Terms or engage in fraudulent, abusive, or illegal activity.
A-4. Prohibited Conduct & Content
A-4.1 You may not upload, post, or distribute Content that: infringes any intellectual property or other rights; is illegal, harmful, harassing, defamatory, hateful, or discriminatory; is sexually explicit or contains nudity except where artistically relevant and appropriately labeled; contains unauthorized AI-generated voice or likeness clones of any artist; contains false, misleading, or deceptive metadata (including mis-tagged artist names, fake features, or keyword-stuffed titles); or violates any law.
A-4.2 You may not engage in artificial streaming or metric manipulation (see Section B-4); circumvent security; reverse engineer the Service; use unauthorized automated access; disrupt the Service; or impersonate any person or entity.
A-4.3 Explicit Content must be accurately labeled.
A-5. AI Processing & Analytics
A-5.1 The Service uses artificial intelligence to analyze Content and generate insights, metadata, and analytics. AI output is informational only and is not professional advice.
A-5.2 We may use aggregated, anonymized, non-identifiable data to improve the Service. We will not use your specific Content to train models designed to reproduce or recreate your original works.
A-6. Subscriptions & Auto-Renewal
Subscriptions are billed in advance via our payment processor on an auto-renewing basis and renew at the then-current fee until cancelled. In accordance with the Israeli Consumer Protection Law, 5741-1981, you may cancel your subscription at any time via your account dashboard, by email, or by written notice. Cancellations take effect at the end of the current billing cycle. Where required by applicable law (including statutory distance-selling / cooling-off rights under the Israeli Consumer Protection Law and, for EU and California consumers, applicable auto-renewal and consumer-rights rules), statutory cancellation and refund rights apply and prevail over any contrary term. Refunds are governed by our Refund & Cancellation Policy. We will provide advance notice of price changes as required by law. Fees are exclusive of applicable taxes/VAT.
A-7. Identity Verification (KYC)
You may be required to complete identity verification, including providing a government-issued ID, before receiving payouts, to comply with anti-fraud, anti-money-laundering, and tax obligations and our Distribution Partners' requirements. KYC data is handled as described in our Privacy Policy. Failure to complete verification may pause payments.
A-8. Copyright, DMCA & Repeat Infringers
A-8.1 We respect intellectual property rights and respond to valid copyright notices. To report infringement, contact our Designated Copyright Agent at [email protected] (full agent details, including postal address, are in our DMCA Policy) with: a description of the work; the location of the allegedly infringing material; your contact information; a good-faith statement; a statement of accuracy and authorization; and your signature.
A-8.2 You may submit a counter-notification if your Content was wrongly removed.
A-8.3 We terminate the accounts of repeat infringers in appropriate circumstances.
A-9. Suspension, Audit & Termination
A-9.1 By you: you may close your account at any time via [email protected]. Closure does not relieve obligations incurred before it.
A-9.2 By us: we may suspend or terminate your account, with or without notice, for breach, fraud, abuse, illegality, legal requirement, or pending investigation of the foregoing.
A-9.3 Audit: we may audit your account and request evidence of your rights and clearances where reasonably necessary to verify compliance or respond to a DSP, Distribution Partner, or rights-holder request.
A-9.4 Effects of termination are described in Section B-8 for distributed Content. Provisions that by their nature should survive will survive (see A-13).
A-10. Disclaimers
A-10.1 THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
A-10.2 WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND WE MAKE NO GUARANTEE AS TO DSP ACCEPTANCE, AVAILABILITY, PLAYLISTING, OR THE AMOUNT OF REVENUE YOU WILL GENERATE.
A-11. Limitation of Liability
To the maximum extent permitted by applicable law, LUCY and its sub-distributors shall not be liable for any indirect, incidental, or consequential damages, or loss of profits. Our total liability to you for any claim arising from this Agreement shall not exceed the total subscription fees paid by you to LUCY in the 12 months preceding the claim, or the undisputed royalties currently held in your account, whichever is greater. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
A-12. Governing Law & Jurisdiction
These Terms are governed by the laws of Israel, without regard to conflict-of-law principles. The competent courts of Tel Aviv-Jaffa have exclusive jurisdiction. Nothing in these Terms limits mandatory consumer-protection or data-protection rights that cannot be waived under applicable law.
A-13. Miscellaneous
A-13.1 Entire agreement: these Terms, together with the policies incorporated by reference in Section A-1.3, are the entire agreement between you and LUCY.
A-13.2 Severability; waiver: unenforceable provisions are severed; no waiver is continuing.
A-13.3 Assignment: you may not assign these Terms; we may assign without restriction.
A-13.4 Force majeure: we are not liable for failures caused by events beyond our reasonable control.
A-13.5 Survival: Sections A-10, A-11, A-12, and B-2, B-3, B-4, B-5 (accrued amounts), and B-9, and any provision that by its nature should survive, survive termination.
A-14. Free Plan, Advertising & Rewarded Videos
A-14.1 Where ads appear. The Free plan is funded by advertising. We and our advertising partners may show ads: to Free accounts in the LUCY web app and mobile apps; to every account, including Pro and Label, in LUCY Academy; and to visitors of your public pages as set out in Section A-14.3. Ads are labelled "Sponsored" or "Ad". Which ads are shown, and whether they are personalised, depends on the cookie and device choices described in our Privacy Policy (Section 11) and Cookie Policy. You do not have to accept advertising cookies or tracking to use the Service.
A-14.2 Under-18s. We ask every account holder whether they are 18 or older, and you must answer truthfully. Accounts that say they are under 18, or have not answered, see only non-personalised ads and no rewarded videos. On the Free plan, your link and pre-save pages carry ads whatever your answer; your profile page carries none once you tell us you are under 18. An answer of under 18 can only be changed by contacting support.
A-14.3 Ads on your pages. While your account is on the Free plan, you permit LUCY to place ads on your LUCY link and pre-save pages (lucysounds.com/l/…) and your LUCY profile page. LUCY decides which ads appear there, where and how often. You are not entitled to any share of advertising revenue, and advertising revenue is not Net Royalties or revenue from your Content. An ad on your page is not an endorsement by you or by LUCY. You may not remove, hide, cover or alter the ads, or disguise them as your own content. Moving to a paid plan removes ads from all of your pages. You may report an ad you consider inappropriate for your page to [email protected] and we will review it with our partners, but we cannot guarantee that a particular advertiser or category of ad will never appear.
A-14.4 Advertisers' content. Ads are supplied by third-party advertisers and ad networks. LUCY does not control or endorse the products, services or websites advertised, and any dealings you have with an advertiser are between you and that advertiser. To the extent permitted by applicable law, LUCY is not responsible for loss arising from those dealings. This does not limit any right you have under consumer-protection law.
A-14.5 Invalid ad activity. You must not: click, view or interact with ads other than as a genuine user; use bots, scripts, emulators, click farms, repeated reloads or similar means to generate ad views, clicks or rewarded-video completions; ask, pay or encourage anyone (including your fans) to click or watch ads; or interfere with how ads are displayed or measured. This is prohibited conduct under Section A-4 and our Anti-Fraud Policy. We may void any reward obtained this way, suspend or terminate your account under Section A-9, and recover from you any amount an advertising partner withholds or charges us as a result.
A-14.6 Rewarded videos. We may offer Free accounts optional rewards for watching a video ad to the end, such as a LUCY AI post draft, a period without ads, or one additional release in a calendar month. Rewards:
- are granted only when our systems confirm the video was played, and depend on an ad being available;
- are subject to the limits shown in the app when you watch (for example, a daily limit on AI drafts, one ad-free period at a time, and one extra release a month);
- have no cash or monetary value and cannot be sold, transferred, exchanged for money or refunded;
- for an ad-free period, remove the ads shown to you in the LUCY web app and mobile apps, including LUCY Academy, for the stated time; they do not remove ads shown to visitors of your public pages or on lucysounds.com;
- for an extra release, allow one additional release in the stated month only. That release remains subject to these Terms, including Section B, and your account stays on the Free plan.
We may change, limit, suspend or end reward offers at any time. A change will not take away a reward already granted to you, except under Section A-14.5.
A-14.7 Paid plans. Paid plans remove the ads shown to you in the LUCY web app and mobile apps, except in LUCY Academy, and all ads on your link, pre-save and profile pages. LUCY Academy and parts of the Service open to the public, such as our blog and the pages of artists on the Free plan, continue to show ads.
Section B — Distribution Agreement
This Section applies when you elect to distribute Content through LUCY. LUCY distributes Content to DSPs through one or more Distribution Partners.
B-1. Ownership & Grant of Rights
B-1.1 Ownership. You retain ownership of the intellectual property in your Content. We claim no ownership.
B-1.2 Grant. By uploading your Content to LUCY, you grant us an exclusive (for the uploaded Content only), worldwide, royalty-free, and fully sublicensable license to reproduce, distribute, publicly perform, publicly display, and otherwise exploit the Content across all digital service providers ("DSPs"). You explicitly authorize LUCY to sublicense these rights to third-party distributors, aggregators, and DSPs to facilitate the delivery, monetization, and administration of your Content.
B-1.3 Platform license. You also grant us a license to host, cache, encode, reproduce, and adapt your Content solely as needed to operate and secure the Service (including format conversion and backup) and to process it for analytics/AI under Section A-5.
B-2. Warranties, Cover Songs & No Double-Distribution
You warrant that: (a) you own or control 100% of the rights to the master recordings and underlying musical compositions; (b) the Content does not infringe on any third-party intellectual property; (c) the Content is not currently distributed via another distributor (no double-distribution); and (d) if the Content is a cover song, you have obtained all necessary mechanical licenses. You agree to fully indemnify, defend, and hold harmless LUCY, its sub-distributors, and DSPs against any claims, damages, or legal fees arising from your breach of these warranties.
B-2.1 Not a publisher/PRO. LUCY is a technology and distribution service. LUCY is not a music publisher, performing rights organization, or collection society, and does not register works or collect publishing, mechanical, or performance royalties on your behalf.
B-3. Artificial Streaming & Clawback
LUCY strictly prohibits "artificial streaming," bot usage, or any manipulation of DSP play counts. If LUCY, our sub-distributors, or DSPs detect or suspect artificial streaming, we reserve the right to: (a) immediately remove your Content; (b) suspend your account; (c) withhold and/or forfeit any pending royalties associated with the suspected account; and (d) assess a penalty fee of $20 per track for the administrative costs of DSP takedowns. You authorize LUCY to claw back these funds from your balance or charge your payment method on file. You are responsible for any penalties, fines, clawbacks, or reversals a DSP or Distribution Partner assesses against LUCY as a result of your Content or conduct.
B-4. Compensation & Net Royalties
LUCY pays out 100% of Net Royalties received. "Net Royalties" are defined as the actual gross amounts received by LUCY from our sub-distributors or DSPs, less any applicable taxes, third-party distributor fees, DSP takedown penalties, payment processing fees (e.g., Stripe), and currency conversion fees. LUCY makes no guarantees regarding the likelihood of DSP acceptance, playlisting, or the amount of revenue you will generate.
B-4.1 Payment mechanics. Payouts are made monthly, subject to a minimum withdrawal of $50 and a holding period to account for DSP reporting delays, chargebacks, refunds, restatements, and disputes. DSPs and Distribution Partners may restate, reverse, or claw back previously reported amounts; you authorize LUCY to correspondingly adjust, offset against future payouts, or recover amounts already paid. You must provide accurate payout and tax information.
B-4.2 Payout fee. A payout fee is deducted from each withdrawal you make to PayPal or Stripe, based on your plan when you request the withdrawal: on the Free plan, $5 (US dollars) for a withdrawal of $100 or less and $15 for a withdrawal above $100; on the Pro plan, 2% of the amount withdrawn, up to a maximum of $2. No payout fee applies on the Label plan, including to artists managed under a Label account. The fee is taken from the amount you withdraw (a $200 withdrawal pays out $185 on the Free plan and $198 on the Pro plan), and the amount you will receive is shown before you confirm. The fee is retained by LUCY and covers the cost of processing and sending payouts. It is separate from, and in addition to, any fees your bank, PayPal or Stripe charges you, including currency conversion. Withdrawals below the $50 minimum cannot be made; your balance stays in your wallet until it reaches the minimum.
B-5. Name, Likeness, Artwork & Metadata License
You grant LUCY and its Distribution Partners a non-exclusive, worldwide license to use your name, artist name, likeness, artwork, biographical information, and metadata as reasonably necessary to distribute, market, and promote your Content and the Service.
B-6. DSP & Distribution-Partner Compliance; Moderation
B-6.1 Each DSP and Distribution Partner has its own content policies and may reject, hold, remove, or restrict Content at its discretion; policies and revenue structures may change; and we are not responsible for their decisions or technical issues.
B-6.2 You agree to comply with all applicable DSP and Distribution Partner policies. LUCY may pre-screen, reject, hold, or remove Content, and appoint our Distribution Partner as authorized agent for infringement/enforcement communications with DSPs, to maintain compliance or protect its distribution account.
B-6.3 Right to change Distribution Partners. LUCY may add, replace, or discontinue any Distribution Partner or distribution method at any time without breaching these Terms, provided it continues to make commercially reasonable efforts to deliver your Content.
B-7. Codes & Portability (UPC/ISRC)
ISRCs assigned to your recordings remain associated with your recordings and are portable; on account closure we will, on request, provide your ISRCs and Release metadata so you can continue distribution elsewhere. UPCs issued under LUCY's or a Distribution Partner's account may not be portable.
B-8. Effect of Termination on Live Releases
On termination or removal, we will initiate takedown of your live Releases from DSPs within a commercially reasonable period; DSP timelines vary and are outside our control. Net Royalties earned before takedown are paid in accordance with Section B-4 (net of any restatements or clawbacks). Your warranties, indemnity, and payment obligations survive.
B-9. Internal Monetization
Where the Service supports tips, fan subscriptions, or paid access, LUCY may retain a service fee as disclosed in your account settings, and the payment, chargeback, and fraud terms above apply.
Contact
For questions about these Terms, contact ONE Studios Ltd. at [email protected].