CUEFLOW

Public Version

Terms of Service

Last updated: June 15, 2026

These Terms of Service (the "Terms") set forth the conditions for using CueFlow (the "Service") provided by llcheesell Inc. ("we", "us", or "our"). By using the Service, you are deemed to have agreed to these Terms.

1. Scope

These Terms apply to the CueFlow desktop application (macOS / Windows), website, license management, cloud collaboration features, AI features such as the AI Importer, payments, support, updates, download distribution, and other related services (collectively, the "Service").

2. License and Devices

Use of the Service requires a license. Authentication is based on a license key rather than a password account: activating the license key in the app enables use. The number of devices that can be activated under a single license is limited (the per-plan limit follows the pricing page or in-app display).

An email address is tied to each license. You can change your registered email address through a confirmation link sent to the new address. From the "License & Usage" settings in the app, you can view the list of activated devices and revoke them yourself.

You may not transfer, lend, share, sell, or disclose license keys, activation tokens, or authentication credentials to third parties. We may suspend, revoke, reissue, or restrict a license in cases of abuse, breach of these Terms, non-payment, security necessity, or operational necessity.

3. Plans, Subscriptions, and Auto-Renewal

In addition to the free Free plan, the Service offers paid plans: Pro for individuals, Team for teams, and Enterprise for larger or custom requirements. The price, included grants, and feature scope of each plan follow the pricing page.

The Pro and Team paid plans are monthly or annual subscriptions. Subscriptions automatically renew at the end of each term and continue to be billed until cancelled.

The Team plan includes a set number of Editor seats and shared cloud storage, and additional Editor seats may be purchased as add-ons. Seats may be added or removed mid-term; added seats are billed prorated for the remaining period, and removed seats are credited toward the next invoice.

The Enterprise plan supports invoice billing, and its scope, seats, storage, price, and payment terms follow a separate agreement. Please contact our sales team (Contact Sales) for use.

4. Payment and Billing Timing

Payments for paid plans and credit packs are processed through Stripe, our payment provider. We do not store credit card numbers. Payment information is handled under Stripe's terms and privacy policy.

Subscription fees are charged at the time of signup and on each renewal date. One-time AI credit packs are charged at the time of purchase.

If a payment does not complete successfully, we may set a grace period (past_due) and retry. If the payment is not resolved within the grace period, we may suspend or terminate paid features.

5. Cancellation and Refunds

You can cancel a subscription at any time through the Stripe customer portal. Upon cancellation, auto-renewal stops, and Pro / Team paid features become unavailable at the end of the current billing period.

Because the Service is a digital service, except where required by law, we do not refund or prorate paid fees, unused portions of a subscription period, or unused AI credits, and we do not exchange them for cash.

If a processing job in the AI Importer ends in FAILED status, no AI credits are consumed for that job. We absorb the cost of failed jobs.

6. AI Credits

Using the AI Importer and other AI features consumes CueFlow-specific AI credits. Credits are consumed each time an AI feature is used, including song analysis, transcription, stem separation, and lyric / section analysis. The amount consumed per use may vary depending on song length, processing type, selected model, and similar factors.

Starting a trial grants 50 AI credits; joining Pro grants initial credits; and Team receives monthly credits. Trial credits are valid only during the trial period, and Team monthly credits are valid only within the current billing period. They do not roll over to the next period.

Credits purchased as one-time credit packs do not expire and are consumed after the monthly granted credits are used up.

Outputs from AI features are not guaranteed to be accurate, complete, lawful, or fit for a particular purpose. You are responsible for reviewing and using AI outputs at your own discretion.

7. Organizations, Roles, and Guests

On the Team plan and similar plans, you can create an Organization and assign roles to members to use the Service collaboratively. Roles are Owner, Admin, Editor, Commenter, and Viewer. The scope of actions—editing, commenting, viewing, and billing / seat management—differs by role.

You can invite licenseless guests (view-only or comment-only) to cloud projects. Guest accounts are limited to viewing and commenting and do not consume a seat.

Owners and Admins are responsible for managing the organization's members, roles, billing, seats, and storage. Where the Service is used by an organization, that organization is responsible for its members' compliance with these Terms.

8. Cloud Collaboration and Data

With cloud collaboration features, project data, assets, snapshots, comments, and version history are stored in the cloud. We use Cloudflare (R2 storage, D1 database, Durable Objects for live rooms, and similar services) for storage and delivery.

You are responsible for backing up your cloud-stored projects and related materials as needed. We do not unconditionally guarantee availability, data preservation, or retention of any particular version.

9. User Content and Rights

You represent that you hold the necessary rights, permissions, and consents for the audio, lyrics, scripts, images, project files, comments, and other materials you enter, upload, import, or store in the Service ("User Content").

Rights in User Content remain with you or the rightful owners. The Service does not acquire ownership of User Content.

You grant us a non-exclusive license to use User Content solely to the extent necessary to provide the Service—including storing, processing, displaying, syncing, backing up, sharing with collaboration members, and transmitting to the AI processing providers described below for AI features.

When you use the AI Importer or other AI features, your audio, lyrics, and other User Content are transmitted for processing to third-party AI processing providers (such as Anthropic, OpenAI, Music.AI, Google Gemini, and AudioShake). See the Privacy Policy for details.

10. Prohibited Conduct

In using the Service, you may not:

11. Intellectual Property

Intellectual property rights related to the Service, software, website, documentation, logos, designs, and other related materials belong to us or the rightful owners. Rights you hold in User Content remain with you or the rightful owners as set out in Section 9.

12. Updates and Support

We may provide updates for feature improvements, security measures, license management, and compatibility maintenance. Updates may change features, screens, file formats, system requirements, and AI processing behavior.

We provide support within the scope we define.

13. Disclaimer of Warranties and Limitation of Liability

The Service is provided "as is". We do not guarantee that the Service will fit your particular purpose, always be available without interruption, be error-free, avoid data loss, or produce AI outputs that are accurate or lawful.

Except in cases of our willful misconduct or gross negligence, we are not liable for damages arising from use of, or inability to use, the Service. Even where we are liable, our liability is, to the extent permitted by law, capped at the amount you paid us in the 12 months immediately preceding the event giving rise to the damage.

14. Suspension and Termination

We may suspend or terminate all or part of the Service without prior notice if you violate these Terms, if abuse is suspected, if there is a security concern, if there are payment issues, or if necessary for Service operations. You may cancel your subscription and stop using the Service at any time.

15. Changes to These Terms

We may change these Terms in accordance with procedures required by applicable law. For material changes, we will notify users through the website, in-app notices, email, or other appropriate methods. If you continue to use the Service after a change, you are deemed to have agreed to the changed Terms.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of Japan. Any dispute relating to the Service shall be subject to the exclusive jurisdiction of the court having jurisdiction over our principal office as the court of first instance.