Terms of Service

1. About these Terms

1.1 Who these Terms are between

These Terms of Service (the "Terms") are a contract between eleMusic Inc., a Delaware corporation ("eleMusic", "we", "us" or "our"), and you. eleMusic is also the name of the service we provide, described in Section 7.

If you accept these Terms for a dental practice or any other business, that business (the "Customer") is bound by them, and "you" means the Customer. You personally confirm that you have authority to accept for it (Section 4.3). Every individual who uses the Service, including staff who use a Room Device, must also follow the rules in Sections 8, 9, 12 and 13. If you buy a Personal Plan for yourself (Section 15), "you" means you as an individual.

1.2 What the agreement is made of

Your agreement with us (the "Agreement") consists of:

1. these Terms;
2. the plan, price, billing period, quantity and Device Allowance shown to you when you subscribe or change your plan, as confirmed in the Web Player, at checkout or in your receipt (your "Order"), which governs only the plan, price, billing period, quantity and Device Allowance;
3. our Refund and Cancellation Policy;
4. our Copyright Policy, except the sections it describes as information about how we currently operate, which are not part of the Agreement; and
5. any written order form that refers to these Terms and is signed by you and by an authorized officer of eleMusic.

Section 28.4 explains which part controls if they conflict. Our Privacy Policy explains how we handle personal information. Please read it.

1.3 Summaries and headings

The Key points box, headings and other plain-language summaries are for convenience only. They do not change or limit the meaning of these Terms.

1.4 This version

This is version 2026-10-11 of these Terms, effective October 11, 2026. It replaces version 2026-10-03.2. The changes are that people aged 13 to 17 may use the Player and the Apps with permission, while creating an Account, accepting these Terms and subscribing still require an adult (Section 3.1), and that if the first payment after a free trial fails, playback stops until a payment succeeds (Section 14.10). Our Legal page lists each version of these Terms and its effective date, and we will send a copy of any earlier version on request to hello@elemusic.fm.

2. Definitions

Capitalized words have the meanings given where they first appear in bold, and these meanings:

Access Code

The code we issue for a Location (shown in the Player as the practice code) that lets devices join that Location in the Player.

Account

An account that an individual signs in to, with Google, with Apple where available, or with an email address and password, to set up and manage one or more Locations. The individual who sets up a Location is its first owner. A Location may have more than one owner or admin.

Apps

The eleMusic apps for iOS and Android (each an "App"), including their updates.

Authorized User

An employee, contractor or other individual whom the Customer allows to use the Service for the Customer, including anyone who uses a Room Device or the Customer's Access Code.

Certificate

The Original Catalog Certificate we issue for a Location, including its public verification page (Section 11.3).

Content

The music, nature sounds and other audio made available through the Service, together with the track titles, station names, images and metadata that come with them.

Customer Data

Information that you or your Authorized Users submit to the Service, such as practice names, addresses, room labels, notes sent with a flagged track, and support messages.

Device Allowance

The number of devices that may play at the same time at a Location under its Practice Plan (Section 7.2).

eleMusic Parties

eleMusic; its affiliates (any entity that controls, is controlled by or is under common control with eleMusic); any related company that holds accounts for eleMusic or publishes an App for eleMusic, including those named in Section 3 of our Subprocessors page; the respective officers, directors, managers, members, shareholders, employees, agents, contractors, successors and assigns of each of them; and eleMusic's licensors (including the providers of the models and infrastructure we use) and suppliers.

Location

One physical business premises in the United States that the Customer identifies when it sets up a Practice Plan, by practice name and, where we ask for it, street address. If you have not given us a separate premises address, the Location is the premises where your practice operates under the practice name shown in the Player; if the practice operates at more than one premises under that name, the Location is the one premises the Customer set it up for, and each other premises needs its own Practice Plan (Section 8.5). The billing address is used for billing and tax only and does not define or limit the Location.

Original

Has only the limited meaning given in Section 6.1.

Personal Plan

An individual subscription for personal listening, bought through an app store, if and when we offer one (Section 15).

Player

The Web Player and the Apps.

Practice Plan

A subscription for a Location, such as the Solo, Practice or Clinic plan, including any free trial and any extra devices, and, to the extent Section 14.15 provides, complimentary access we grant for a Location.

Room Device

A phone, tablet, computer, TV browser or other device that has joined a Location with its Access Code in order to play the Content.

Service

The Player, the Content, the Certificate, our websites at elemusic.fm and www.elemusic.fm, the systems and services that support them, and any related support.

Subscription Period

Each monthly or annual period for which a plan is billed, and the period of any free trial. A free trial does not renew.

Web Player

The eleMusic web player at elemusic.fm, including its updates. Practice Plans, billing and the Device Allowance are managed in the Web Player, not in the Apps.

3. Who may use eleMusic

3.1 Minimum age

You must be at least 18 years old to create an Account, accept these Terms or subscribe to any plan. You must be at least 13 years old to use the Player or an App, including to set up or operate a Room Device, and if you are 13 to 17, you may do so only with the permission of a parent or legal guardian or, for a Room Device, of the Customer that authorized you. A Customer that allows someone aged 13 to 17 to use a Room Device is responsible for that use as for any other Authorized User. The Service is not directed to children under 13. Patients and visitors of any age may hear the music but do not use the Service.

3.2 Businesses

Practice Plans are sold only to businesses, for use at their business premises (Section 14.1).

3.3 United States only

We offer the Service only in the United States. Every Location must be in one of the 50 states or the District of Columbia (Section 14.14). Personal Plans, if offered, are available only to residents of the United States through a United States app store.

3.4 People who may not use the Service

You may not use the Service if you are barred from doing so under the laws that apply to you, if you are a person described in Section 26, or if we have previously ended your access for a breach of these Terms, unless we agree in writing.

4. How you accept these Terms

4.1 Acceptance

You accept these Terms when you check a box agreeing to them (for example, when you set up a practice in the Web Player, or at checkout where checkout shows one), or when you click or tap a button next to a notice that says that clicking or tapping that button accepts them (for example, a "Sign in", "Continue with Google", subscribe or start trial button in the Web Player or at checkout). Connecting a Room Device with an Access Code, in the Web Player or an App, is not acceptance of these Terms for the Customer; Section 4.2 describes what it means for the person who does it. Checking the box, or clicking or tapping the button, is your electronic signature and has the same effect as signing on paper. If you do not agree to these Terms, do not accept them and do not use the Service.

4.2 Staff and Room Devices

When an Authorized User joins a Room Device with an Access Code, or otherwise uses the Service for the Customer, the Authorized User acts on the Customer's behalf and under the Customer's Agreement. Doing so does not accept these Terms for the Customer, and it does not make the Authorized User responsible for the Customer's obligations, such as fees or the indemnity in Section 22.2. The Customer is responsible for telling its Authorized Users about the rules in these Terms and for their compliance with them. By joining a Room Device or otherwise using the Service, an Authorized User agrees, for themselves, only to follow the rules in Sections 8, 9, 12 and 13, and that Section 23 applies to any claim they bring against an eleMusic Party arising out of or relating to the Service.

4.3 Authority to bind the practice

If you set up a Location, subscribe, or otherwise accept these Terms for a practice or other business, you represent and warrant that you are authorized to bind it. If you are not authorized, or the business does not exist, you accept these Terms personally and are responsible for every obligation these Terms place on the Customer.

4.4 Records of acceptance

When you accept these Terms by checking a box (for example, when you set up a Location, or at checkout where checkout shows a Terms checkbox), we keep a record that may include the Account, the Location, the version accepted, how and when it was accepted and, where available, technical details such as the IP address and the type of browser or device used. Other records, such as sign-in, device and payment records kept by us or our payment providers, may also show acceptance. You agree that these records are evidence of your acceptance.

5. Changes to these Terms

5.1 Changes that are not material

We may make changes that do not materially affect your rights or obligations (for example, clarifications, corrections, or updates to contact details) by posting a new version with a new date. They take effect when posted.

5.2 Material changes

If we make a change that materially affects your rights or obligations (for example, to fees, the license, the limits on our liability or the dispute resolution section), we will tell the owners of each affected Location by email as Section 27.3 describes, and with a notice in the Player or on our website, at least 30 days before the change takes effect. We may give shorter notice where a change is needed to comply with law, to address a security risk, or to respond to a change in a third-party service we rely on; in that case we will give as much notice as we reasonably can. We may ask you to accept the revised Terms by checking a box before you continue to use the Service.

5.3 If you do not agree

If you do not agree to a material change, you may cancel before it takes effect. Your cancellation then takes effect at the end of your current Subscription Period, and the version of these Terms you last accepted continues to apply to you until then. If you accept the revised Terms, or keep using the Service after the change takes effect, the revised Terms apply to you.

5.4 Price changes and changes to dispute resolution

Price changes follow Section 14.7. Changes to the dispute resolution section follow Section 23.14, which also lets you reject such a change.

6. How the music is made

6.1 Generated with AI, mastered by eleMusic

The Content is original audio generated and mastered by eleMusic. We create it with generative artificial intelligence (AI) models, including models provided by third parties and open-source models that we run on cloud infrastructure. Nature sounds may be produced with third-party AI sound-effect tools and arranged into longer tracks by eleMusic. eleMusic selects, checks and masters the audio before it enters the catalog. No human composer or performer writes or records the Content, and we do not describe it as human-made.

In these Terms, on our website and on the Certificate, "original" means only that the Content was generated for eleMusic's catalog with the models and processes described in this Section and was not copied by eleMusic from existing commercial recordings. It does not mean that any Content is protected by copyright, is unique or exclusive to you, or does not resemble or infringe any other work, and it is not a warranty (Section 19).

6.2 Labels, watermarks and model information

Track information in the Service and your Certificate may name the model or tool used to create a track. Some Content carries an imperceptible watermark added by the model provider and metadata that identifies it as AI-generated. Section 10.4 explains what you may not do with them.

6.3 Similar audio

AI models can produce similar results for different users. Audio that is the same as or similar to the Content may be generated for, or used by, others (Section 10.3).

7. The Service

7.1 Stations and the catalog

The Service streams stations of instrumental music and nature sounds to the Player. The stations, tracks and features available change over time. We may add, change, replace or remove any track, station or feature at any time, and you have no right to any particular track or station.

7.2 Devices and the Device Allowance

Any number of devices may join a Location with its Access Code, but only as many as the Location's Device Allowance may play at the same time. While playing, each Room Device checks in with our servers regularly (currently about every five minutes), and it holds a place in the Device Allowance while its check-ins are recent. A device that would go over the Device Allowance will not play. You can add devices to your plan as Section 14.6 describes.

7.3 Offline playback and the cache

The Player may store some audio on each device (the "cache") so that it can keep playing through short network outages. A Room Device that cannot reach our servers may keep playing cached audio for up to 24 hours after its last successful check-in, and then pauses until it reconnects. The cache is part of the Player and exists only for that purpose.

7.4 Your equipment and connection

You are responsible for the devices, speakers, internet connection, browsers and operating systems you use, and for any data charges. Not every device or browser is supported, and we may stop supporting older ones. Playing through a TV or speaker with a casting technology (such as Google Cast or AirPlay) depends on that third-party technology.

7.5 Availability

We work to keep the Service available, but we do not promise that it will be uninterrupted, timely or free of errors, and we offer no service level, uptime commitment or service credits. The Service may be unavailable because of maintenance, updates, problems at our providers, or events outside our control.

7.6 Changes to the Service

We may change, update, suspend or stop any part of the Service, including technical rules such as check-in timing and offline limits. If we stop providing the Service entirely, Section 18.3(c) applies. We will not make a change that materially reduces the core functionality of a paid Practice Plan (playing stations through the Player at your Location within your Device Allowance) during a Subscription Period you have already paid for, unless the change is required by law, by a provider or an app store, or for security. If we do make such a change, you may cancel by notice to us within 30 days after it, and we will refund the prepaid fees for the rest of that Subscription Period.

7.7 Flagging a track

If a track does not suit your practice, you can flag it in the Player. A flagged track may be taken out of rotation for every customer while we review it. We decide whether to keep, change or remove any track.

7.8 Beta features

Features we label beta, preview, test or similar are provided as is, may change or end at any time, may not be supported, and are excluded from any commitment in the Agreement.

7.9 Support

We provide support by email at hello@elemusic.fm. We do not promise any response time. The 2-business-day aim in Section 11.4 is a target, not a commitment.

8. Accounts, Access Codes and security

8.1 Your Account

You need an Account to set up and manage a Location. Give us accurate information and keep it current. You are responsible for all activity under your Account. Signing in with Google or Apple is also subject to their terms.

8.2 Access Codes

Each Location has its own Access Code. Treat it as confidential: share it only with Authorized Users who need it to set up Room Devices at that Location, never post it publicly, and never use it at any other place. The Customer is responsible for all use of its Access Code, including use by anyone it shared the code with. If you think a code has been exposed, rotate it in the Web Player. Rotating a code signs out every Room Device at that Location, and each device then needs the new code. We may rotate or disable a code, or sign out devices, if we believe a code is being misused.

8.3 Security

Keep your password and sign-in methods secure. Tell us promptly at hello@elemusic.fm if you learn of any unauthorized use of your Account, an Access Code or the Service. We are not responsible for losses caused by the use of credentials or Access Codes that you or your Authorized Users did not protect.

8.4 Responsibility for Authorized Users

The Customer is responsible for the acts and omissions of its Authorized Users as if they were its own, and for ending their access when they should no longer have it (for example, by removing a Room Device or rotating the Access Code).

8.5 One plan for each Location

Each Location needs its own Practice Plan and Access Code. A plan and its Access Code may be used only at the Location they were set up for.

9. Your license to play the music

9.1 What you may do

While the Location's Practice Plan (including a free trial) is active and you comply with the Agreement, eleMusic grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right, revocable only as these Terms provide (Sections 9.5 and 18), to access the Service and to play the Content through the Player, as ambient background audio, within the physical premises of that Location, on no more devices at a time than its Device Allowance. To the extent eleMusic or its licensors hold any intellectual property rights in the Content, this right includes a license under those rights for the same scope, and no more. Authorized Users may use this right only for the Customer. If you have a Personal Plan, Section 15.2 sets out your license instead of this Section 9.1.

9.2 What the license does not include

Unless a written order form signed by an authorized officer of eleMusic says otherwise, the license does not allow, and you must not do or allow anyone to do, any of the following:

1. play the Content on any telephone or messaging system, including music on hold, voicemail and interactive voice response (IVR);
2. use the Content in or with video, film, television, radio, advertising, podcasts, social media, websites, apps, games, presentations, livestreams or any broadcast, or synchronize it with any images;
3. play the Content anywhere other than inside the Location's premises, or transmit, stream or make it available to anyone outside those premises, including over the internet, to other locations, or to remote patients or visitors;
4. record, capture, rip, download (other than the temporary cache the Player creates), copy, sample, remix, edit or make derivative works of the Content;
5. sell, resell, rent, lend, sublicense, distribute or otherwise make the Content available to anyone, or include it in any library, collection, product or service;
6. use the Content for DJ sets, live performances or events, or anywhere it is a featured attraction rather than background ambience;
7. use the Content at or for any other business or location, or after the Practice Plan ends;
8. register the Content, or anything made from it, with any copyright office, performing rights organization, content-identification or audio-fingerprinting system, music distributor or similar service;
9. use the Content, the Service or any data from them to train, fine-tune, evaluate, benchmark or improve any machine learning or AI model, or to build a dataset;
10. scrape, crawl, fingerprint or bulk-download the Content or the Service;
11. remove, alter, obscure or tamper with any watermark, provenance data, metadata, AI-generated label or notice (Section 10.4); or
12. present the Content as your own work, as composed or performed by people, or as the work of any artist or other person.

These limits apply whether or not the Content is protected by copyright (Section 10.2).

9.3 The Player and the Apps

Subject to the Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license, revocable only as these Terms provide (Sections 9.5 and 18), to use the Web Player, and to install and use the Apps on devices you own or control, only to access the Service as the Agreement allows. Section 25 adds terms for Apps obtained from Apple or Google. The Apps may update automatically, including through over-the-air updates, and older versions may stop working.

9.4 All other rights reserved

eleMusic and its licensors reserve all rights not expressly granted in the Agreement. No right is granted by implication, estoppel or otherwise.

9.5 When the license ends

The license is suspended while the Practice Plan or your access is suspended, and ends when the Practice Plan ends or when we end it under Section 18.3. Any use outside the license in this Section 9 is not licensed at any time. When the license ends, playback stops, usually within about six hours, or, for a device that is offline, when it next checks in or 24 hours after its last successful check-in, whichever comes first. Playback after the license ends is not licensed.

A device that is offline may keep playing cached audio until it reconnects or for up to 24 hours (Section 7.3). Playback that continues only because of how the Player works is not a breach by you, but you must not take any step to keep it going. When the license ends, you must stop using the Content and must not try to access, copy or use any audio left in a device's cache.

10. Ownership, copyright and trademarks

10.1 Our rights

The Service, including its software, the Web Player, the Apps, our websites, designs and text, station names and descriptions, the selection, arrangement and presentation of the catalog, metadata, the Certificate and its design, our trademarks, and all intellectual property rights in them, belong to eleMusic or its licensors to the fullest extent those rights exist. We reserve all of those rights.

10.2 Copyright status of the Content

Copyright law in the United States and elsewhere may not protect audio generated with AI. eleMusic makes no representation that any Content is, or is not, protected by copyright or any other intellectual property right in any country, and the Agreement does not transfer ownership of any Content to you. Whatever the legal status of the Content, you receive access to it only under the Agreement, and the limits on how you may use it are contractual promises you make in exchange for that access.

10.3 No exclusivity

The Content is not exclusive to you or to any Location. Our model providers may generate the same or similar audio for others, and similar music and sounds may exist elsewhere. You gain no right to stop anyone else from using audio that is the same as or similar to the Content.

10.4 Watermarks, provenance and metadata

Some Content carries watermarks, provenance data or metadata that identify it as AI-generated, including imperceptible watermarks applied by our model providers. We do not attempt to remove those watermarks, but we do not promise that a watermark is present or detectable in any particular track. You must not remove, alter, obscure or tamper with any watermark, provenance data, metadata, AI-generated label or notice, or try to detect and strip one.

10.5 Trademarks

eleMusic and the eleMusic logo are trademarks of eleMusic Inc. or its licensors. You may state accurately, in plain text (for example, on a sign in your office or on your website), that your practice plays music from eleMusic. Otherwise, without our written permission, you may not use our logo, use our name in advertising, or use our marks in a way that suggests we sponsor or endorse you. All other trademarks belong to their owners. eleMusic is not affiliated with or endorsed by any performing rights organization, app store or model provider named in these Terms.

10.6 Copyright complaints and repeat infringers

We respond to notices of claimed infringement as our Copyright Policy describes, including complaints about tracks in our catalog. In appropriate circumstances we end the Accounts and access of users who are repeat infringers.

11. Performing rights organizations and your Certificate

11.1 Our catalog and PROs

eleMusic does not register the Content with ASCAP, BMI, SESAC, GMR or any other performing rights organization (a "PRO"), and does not license the Content through any PRO. We cannot control or verify what others register, and we do not promise that no PRO or other person will contact you or make a claim. Nothing in the Agreement, the Service or your Certificate is a license from any PRO, a guarantee of any outcome, insurance, or legal advice.

11.2 Other music and audio you play

You alone are responsible for licensing any other music or audio you play or transmit, including radio, television, other streaming services, music on hold and any audio played outside the Player, and for deciding what licenses your business needs. Ask your own lawyer if you are unsure.

11.3 Your Certificate

We issue an Original Catalog Certificate for each Location with an active Practice Plan, including during a free trial. It describes the catalog and records the periods during which the Location's plan was active. It applies only to Content played through the Player at the Location named on it, during those periods.

Each Certificate has a public verification page that shows its current status, the practice name, city and state, the active periods and a summary of the catalog. Anyone with the link or the certificate number can view it, and you agree that we may publish that information there. You may share your Certificate with anyone who asks about the music at your Location, but you must not change it or present it as covering any other music, place or time. Statements in the Certificate are based on our records as of the date shown. After your Practice Plan ends, the Certificate shows that it has expired, and we keep the record of past active periods.

The Certificate is issued by eleMusic, the company. Any name, title or signature on it is given only on behalf of eleMusic, and no individual makes any personal statement, warranty or promise by signing or issuing it. The Certificate is a record for your use; it is not a warranty to you or to anyone else, and no one other than you may rely on it.

11.4 If you receive a letter

If a PRO or anyone else contacts you about music played at your Location, do not ignore it. Forward it to hello@elemusic.fm. We aim to respond within 2 business days with your Certificate, its verification link and a response template. This is a target, not a promise. This help is provided as is. We do not act as your lawyer, represent or defend you, or pay, settle or indemnify any claim, and you are responsible for your response, including describing accurately all the audio you play.

11.5 Claims about a track

If anyone claims that a track infringes or resembles their work or otherwise violates their rights, and you tell us about the claim, we will, at our option and expense, remove the track from the catalog or replace it, and stop delivering it to your Location, within a reasonable time. Doing so (and, if we do neither, the cancellation and refund in the next sentence) is your sole and exclusive remedy, and our only obligation, for any such claim. If we do neither within 30 days after your notice, you may cancel your Practice Plan by notice to us and receive a refund of the fees you prepaid for the period after cancellation.

12. No patient information, not a medical product

12.1 Never enter patient information

The Service plays music. It is not designed to receive, store or process protected health information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996 and its regulations ("HIPAA"), or any other information about patients, and it does not need any. You must not enter or send patient names or any other patient information anywhere in the Service, including in practice names, room labels, notes sent with a flagged track, support messages or emails to us. If patient information reaches us anyway, we will delete it unless the law requires us to keep it, and you remain responsible for having sent it.

12.2 Not a business associate

eleMusic does not perform any function or activity for you that involves PHI, is not your business associate under HIPAA, and does not sign business associate agreements. You must not use the Service in any way that would make eleMusic your business associate.

12.3 Not a medical product

The Service provides background ambience only. It is not a medical device, is not music therapy, and is not intended to diagnose, treat, cure, mitigate or prevent any disease or condition, including anxiety or pain. eleMusic makes no health, therapeutic or clinical claims about the Service. You must not use the Service as part of clinical care or treatment, and you must not make, or attribute to eleMusic, any health, therapeutic or clinical claim about the Service, including in communications or advertising to patients.

12.4 Your environment

You decide where, when and how loudly the Content plays. You are responsible for keeping the volume appropriate, for making sure the music does not interfere with communication, alarms, equipment sounds, patient monitoring or care, and for accommodating patients, visitors and staff who prefer no music. You must not use the Service as an alarm, alert or timer, or for any other safety-critical purpose.

13. Acceptable use

In addition to the limits in Section 9.2, you must not, and must not allow or help anyone to:

1. bypass, disable or interfere with Access Codes, sign-in, playback authorizations, the Device Allowance, check-ins, time-limited links, geographic limits or any other technical measure that controls access to or use of the Service;
2. share an Access Code, Account or playback session outside the Location, or use one Location's Access Code at another place;
3. reverse engineer, decompile, disassemble or try to derive the source code, models, prompts or methods behind the Service, except to the extent applicable law allows this despite this restriction;
4. access the Service by automated means (such as bots, scrapers, crawlers or scripts) other than the Player working as designed, or send requests at a volume or rate that burdens the Service;
5. use the Service, the Content or our confidential information to build, or help anyone build, a competing product or service, or copy the Content or the catalog;
6. probe, scan or test the vulnerability of the Service, or breach any security or authentication measure, without our prior written permission;
7. introduce malware, or interfere with or disrupt the Service, our providers or other customers;
8. use the Service in violation of any law or regulation (including privacy, consumer protection, advertising, health care and export laws) or of anyone's rights;
9. impersonate any person or business, misrepresent your affiliation, or give us false information, including to obtain more than one free trial;
10. misrepresent the origin of the Content, including by claiming that it was created solely by people or by any particular artist, or use the Content in a way that violates the use policies of our model providers that apply to generated content, including Google's Generative AI Prohibited Use Policy;
11. use the Service in a way that would cause eleMusic to breach its agreements with the providers of the models, infrastructure and payment services we rely on, as reflected in these Terms; or
12. remove or obscure any notice, label or trademark in the Service.

We may investigate suspected violations and take any action we consider appropriate, including suspending or ending access and cooperating with law enforcement.

14. Practice Plans: fees, renewal and cancellation

14.1 Business use only

Practice Plans are sold to businesses for use at their business premises. By subscribing to a Practice Plan, the Customer represents that it subscribes for business purposes and not for personal, family or household purposes.

14.2 Plans and Orders

Practice Plans are priced per Location. Each plan includes a Device Allowance, and you may add extra devices. The plan names, prices, billing periods (monthly or annual) and Device Allowances are those shown in the Web Player or on our website when you subscribe, as confirmed in your Order. Prices are in US dollars and do not include taxes. Arrangements beyond what the Web Player offers, such as more devices, are available only by written quote.

14.3 Free trial

A new Location may be eligible for one free trial (currently 14 days) the first time it subscribes. To start a trial you must add a valid payment method; nothing is charged when the trial starts. Unless you cancel before the trial ends, your paid plan starts automatically when the trial ends, and we charge your payment method the plan price shown at checkout on that day and at the start of each Subscription Period after that, until you cancel. If you cancel during the trial, in Manage billing in the Web Player or by an email to hello@elemusic.fm that we receive before the trial ends, the plan ends when the trial ends and nothing is charged. Before the trial ends, we or our payment provider will send a reminder to the billing email for the Location. Trials are for trying eleMusic at a real Location. Each Location gets at most one trial: a Location that subscribes again after a trial or a paid plan ended starts a paid plan with no new trial. We may decline or end trials we believe are being misused, for example by setting up Locations to obtain repeated trials.

14.4 Automatic renewal

If you choose an annual plan, you agree that it renews for successive one-year periods, and is charged in advance for each year, unless you cancel before the renewal date. Before you buy an annual plan in the Web Player, we ask you to confirm separately, by checking a box, that you understand it renews for another year unless you cancel before the renewal date. That confirmation is your initials and signature for the purpose of any law that requires them. Before an annual plan renews, we or our payment provider will send a reminder by email where the law requires one.

14.5 Payment and our payment providers

eleMusic Inc. is the seller of every Practice Plan. Payments are processed by Stripe, our payment provider, on checkout and billing pages that Stripe hosts. We currently accept credit and debit cards, including cards used through Apple Pay and Google Pay, and we may change the payment methods we accept. Each Subscription Period is charged at its start, and charges appear on your statement under a descriptor that includes ELEMUSIC. You must provide a valid payment method before your first paid Subscription Period and keep it current. The terms and privacy policies of our payment providers (and of Apple or Google when you pay with Apple Pay or Google Pay) apply to the information you give them.

14.6 Changing your plan or devices

An owner or admin of a Location can change its plan, its billing period or its number of devices in Manage billing in the Web Player, and can add a device from the Web Player. The Apps do not sell or change plans or devices. An added device takes effect right away, and the prorated charge for the rest of the current period is added to your next invoice. Other changes take effect when you confirm them and may be prorated, as shown before you confirm. Any credit that results from a change is applied to future charges, is not paid out in cash, and is not refundable unless the law requires otherwise.

14.7 Price changes

We may change prices for future Subscription Periods. We will tell the owners of each affected Location by email, as Section 27.3 describes, at least 30 days before an increase in the list price of your plan or devices applies to you, and the new price applies from your first renewal after that notice period. If you do not agree, cancel before that renewal. This Section does not apply to a change you make to your plan or devices, to taxes, or to the end of a discount under Section 14.8.

14.8 Discounts and promotions

We may offer discounts, such as a discount when the same Account is the owner of five or more Locations on active, trialing or past-due plans, and promotion codes. A discount applies only while its conditions are met and may be removed automatically when they stop being met. When a discount ends because its conditions stop being met, your next charge is at the undiscounted price, as shown in Manage billing and on your invoice. Discounts and promotions may not be combined unless we say so, have no cash value, and are subject to the terms shown with them. We may change or end a discount program for future Subscription Periods with notice.

14.9 Taxes

Fees do not include taxes. You are responsible for all sales, use, value-added, digital services and similar taxes and government charges on your purchases, except taxes on our net income, including any such tax that we do not collect from you. Where we must collect a tax, it will be added to your invoice unless you provide a valid exemption certificate.

14.10 Failed payments

If a payment fails, we and our payment providers may retry it and may contact you. Today we retry a failed renewal for up to about two weeks while playback continues. If the payment still has not succeeded when retries end, the Practice Plan is canceled and playback at the Location stops. To play again, an owner or admin starts a new paid plan (with no new trial). If the first payment after a free trial fails, playback stops until a payment succeeds. We may change the retry schedule, and we may suspend the Service or cancel the Practice Plan sooner if we suspect fraud or misuse. Amounts due for periods during which the Service was available remain owed. A suspension for non-payment does not extend your Subscription Period.

14.11 Cancellation

You can cancel a Practice Plan at any time in Manage billing in the Web Player at elemusic.fm (available to the owners and admins of the Location), through any other cancellation method shown at checkout or on your receipt, or by writing to hello@elemusic.fm. Cancellation takes effect at the end of the current Subscription Period. The Service stays available until then, and no further renewal charges are made. Cancelling a plan does not close your Account (Section 18.1).

14.12 Refunds

Except as these Terms or our Refund and Cancellation Policy state otherwise, or the law requires, all fees are non-refundable, and we do not give refunds or credits for partial Subscription Periods, unused devices, periods when you did not use the Service, or time remaining on an annual plan after you cancel. A change to your plan or devices may produce a prorated credit as Section 14.6 describes; credits apply only to future charges and are not paid out in cash. We will refund in full, to the original payment method, any charge made in error, any duplicate charge, any charge made after a cancellation took effect, and any charge for a Location we block or cancel under Section 14.14 before it could play.

14.13 Billing questions and chargebacks

If you think a charge is wrong, please contact us at hello@elemusic.fm before disputing it with your bank or card issuer, so we can try to fix it. A chargeback or payment reversal of a valid charge is a breach of the Agreement. We may suspend the Service until it is resolved, recover the amount and any fees we incur, and give our records (including your acceptance of these Terms and your Order) to the payment processor and card network.

14.14 United States Locations only

Each Location must be in the United States (one of the 50 states or the District of Columbia), and its billing address must be in the United States. If checkout shows a billing address outside the United States, or none, we will block the Location, cancel its subscription right away and refund any payment taken for it. Questions go to hello@elemusic.fm. If we learn that a Location is outside the United States, we may suspend or end it.

14.15 Complimentary access

If we give you access to the Service without charge, other than a free trial under Section 14.3 (for example, during an early access period), we may end or change that access at any time, and the rest of the Agreement still applies. While complimentary access lasts, it is treated as an active Practice Plan for the Location for Sections 7, 9 and 18, so the license in Section 9.1 applies to it, except that a Certificate does not record complimentary access as an active period (Section 11.3).

15. Personal Plans and app store purchases

15.1 When this Section applies

We may offer a Personal Plan for individuals, or other subscriptions, through the Apple App Store or Google Play. This Section applies only to purchases made through an app store (each an "In-App Purchase"). Practice Plans are sold to organizations directly through eleMusic, outside the Apps.

15.2 Personal Plans are for personal listening only

A Personal Plan is for your own personal, non-commercial listening. While it is active and you comply with the Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right, revocable only as these Terms provide (Sections 9.5 and 18), to play the Content through the App on devices you own or control, one stream at a time, for your personal enjoyment in private settings. To the extent eleMusic or its licensors hold any intellectual property rights in the Content, this right includes a license under those rights for the same scope, and no more.

A Personal Plan does not allow playing the Content in or for any business, office, waiting room, store, workplace or other place open to the public, or for anyone outside your family and its social acquaintances. It is not covered by a Certificate. Section 9.2 (except item (c)), Section 9.4 and Section 9.5 apply to Personal Plans, reading "Personal Plan" in place of "Practice Plan".

15.3 Buying, renewing and cancelling

In-App Purchases are sold and billed by Apple or Google under their terms, at the price shown in the store before you buy. Subscriptions bought this way renew automatically until you cancel them in your Apple Account or Google Play subscription settings. To avoid the next charge, cancel before the current period ends, following the store's instructions. Any free trial or offer is as shown in the store before you buy. Apple or Google manages billing, renewal and cancellation of In-App Purchases.

15.4 Refunds

Refund requests for In-App Purchases go to Apple or Google and are decided under their policies. We cannot issue refunds for In-App Purchases ourselves.

15.5 Consumer rights

If you buy a Personal Plan as a consumer, nothing in the Agreement limits any right you have under consumer protection law that cannot be waived or limited by contract. Section 23.13 does not apply to you, and Section 29 contains further notices for consumers.

16. Third-party services

The Service works with services provided by others, including Stripe (payments and billing), Google (sign-in and casting), Apple (sign-in where available, and AirPlay), the Apple App Store and Google Play (app distribution and In-App Purchases), and the providers of the models we use to create the Content. Our Subprocessors page lists the service providers that process personal information for us. Your use of a third-party service is subject to its own terms and privacy policy, which we do not control. We are not responsible for third-party services, websites or content, and a link to one is not an endorsement. If a third-party service changes or stops being available, we may change or stop the related feature.

17. Your information, feedback and publicity

17.1 Customer Data

As between you and us, you keep any rights you have in Customer Data. You grant us and our service providers a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit and display Customer Data as needed to provide, secure, support and improve the Service, to comply with law, and to enforce the Agreement. You are responsible for Customer Data and for having the right to provide it, and it must not include patient information (Section 12.1).

17.2 Privacy

Our Privacy Policy describes how we collect, use and share personal information, including the information we receive when you sign in with Google or Apple.

17.3 Technical and usage information

We collect technical and usage information about how the Service runs (for example, device check-ins, playback errors and diagnostics) to operate, secure and improve it. We may use aggregated or de-identified information that does not identify you, your practice or any individual for any lawful purpose.

17.4 Feedback

You do not have to give us feedback. If you give us ideas, suggestions or other feedback, you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose, without any obligation to you.

17.5 Publicity

We will not name your practice as a customer, use its name or logo in our marketing, or publish a testimonial from you without your prior written consent (an email is enough). You may withdraw that consent for future use at any time. This does not limit the Certificate's verification page (Section 11.3) or any disclosure the law requires.

17.6 Confidential information

Non-public information we share with you, such as beta features, custom quotes and anything marked confidential, is confidential. Use it only to evaluate and use the Service, and do not disclose it except to your staff and advisers who need it and are bound to keep it confidential, or as the law requires.

18. Suspension and termination

18.1 By you

You may cancel a Practice Plan as Section 14.11 describes and stop using the Service at any time. To close your Account or ask us to delete information, write to hello@elemusic.fm. Our Privacy Policy explains what we keep and why, such as billing records and Certificate history.

18.2 Suspension by us

We may suspend all or part of your access to the Service immediately, with or without notice, if:

1. a payment is overdue;
2. we reasonably believe that you or an Authorized User has breached Section 9, 12 or 13 or misused an Access Code;
3. suspension is needed to protect the Service, our providers, other customers or anyone else from harm, a security risk or legal liability;
4. a Location appears to be outside the United States; or
5. a law, court order or government authority, or one of our providers or an app store, requires it.

Where it is reasonable, we will try to give notice and to restore access once the issue is resolved. Fees continue to accrue during a suspension caused by your breach or non-payment.

18.3 Termination by us

We may end the Agreement, a Practice Plan, an Account or your access:

1. immediately, by notice, if you materially breach the Agreement (including non-payment that continues after any grace period) or if any reason in Section 18.2(b) to (e) continues;
2. in appropriate circumstances, if you are a repeat infringer; or
3. for any other reason, including if we stop providing the Service, by giving notice under Section 27.3 at least 30 days ahead.

If we end a paid Practice Plan under item (c), we will refund the unused part of any fees you prepaid for it.

18.4 What happens when the Agreement or a plan ends

When the Agreement or a Practice Plan ends: the licenses in Section 9 for it end; playback stops; you must stop using the Content and the Player for that Location and must not keep or use any cached audio (Section 9.5 explains playback that continues on a device that is offline); any fees owed become due; and the Certificate shows that it has expired. We may delete Customer Data after termination as our Privacy Policy describes, and we have no obligation to keep it for you.

18.5 Survival

Sections 1, 2, 4.3, 4.4, 6, 9.2, 9.4, 9.5, 10, 11.1 to 11.3, 11.5, 12, 13, 14 (as to amounts owed, taxes, refunds and chargebacks), 15.4, 15.5, 16, 17, 18.4, 18.5 and 19 to 30 survive the end of the Agreement. The restrictions on use of the Content and the Service bind everyone who has ever accepted the Agreement, both during and after their use of the Service.

19. Disclaimer of warranties

Some jurisdictions do not allow the exclusion of certain warranties. Where the law does not allow a warranty to be excluded, that warranty is limited to the minimum scope and duration the law allows.

20. Limitation of liability

20.1 Excluded damages

20.2 Overall cap

20.3 Basis of the bargain

THESE LIMITS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ELEMUSIC, AND OUR PRICES WOULD BE HIGHER WITHOUT THEM.

20.4 Liability that is not limited

Nothing in the Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, for willful injury to a person or property, for willful misconduct, for gross negligence where the law does not allow that liability to be limited, or for death or personal injury caused by negligence where the law does not allow that liability to be limited. Some jurisdictions do not allow some of the limits in this Section, so they may not apply to you; in that case, the eleMusic Parties' liability is limited to the fullest extent the law allows.

20.5 Your obligations are not capped

The limits in this Section do not limit the Customer's obligation to pay fees, its obligations under Section 22.2, or its liability for using the Content or the Service outside the license in Section 9 or 15.2 or in breach of Section 12 or 13.

21. Protection of the people behind eleMusic

21.1 Your contract is with the company only

The Agreement is with eleMusic, the company, only. No other eleMusic Party, including any officer, director, manager, member, shareholder, employee, agent or contractor, is a party to the Agreement or has any personal obligation or liability to you under it.

21.2 No personal claims

To the fullest extent permitted by law, you will bring any claim arising out of or relating to the Agreement or the Service only against eleMusic, the company, and not against any of its affiliates or related companies or any individual who is an eleMusic Party (such as an officer, director, manager, member, shareholder, employee, agent or contractor), and you waive any such claim against them, except a claim against a person for that person's own fraud, willful misconduct or willful injury, or any other claim the law does not allow to be waived. If such a claim is nevertheless allowed, Sections 19, 20, 22 and 23 apply to it as if it were a claim against eleMusic, and the cap in Section 20.2 is shared.

21.3 Who may enforce these protections

Each eleMusic Party is an intended third-party beneficiary of Sections 19 to 21, and each eleMusic Party other than our licensors and suppliers is also a beneficiary of Sections 22 and 23; each may enforce the Sections it benefits from. Our affiliates and service providers may perform parts of the Service for us. Except as Section 25.3(h) provides, they have no obligations to you.

22. Indemnity

22.1 eleMusic gives no indemnity

eleMusic does not defend, indemnify or hold harmless you or anyone else against any claim, including any claim that the Content infringes or resembles another work, any claim by a PRO, or any claim about your use of the Service. Section 11.5 sets out your only remedy for claims about a track.

22.2 Your indemnity

If you are a consumer with a Personal Plan, this Section applies to you only to the extent the law allows, and only for claims arising from your breach of the Agreement or misuse of the Service.

22.3 How indemnity works

We will notify you of a claim covered by Section 22.2. A delay in notice relieves you of your obligations only to the extent it materially prejudices you. We may control the defense with counsel of our choice at your expense, or let you control it. You may not settle a claim in a way that admits fault by, or imposes any obligation on, an eleMusic Party without our prior written consent. You will cooperate as we reasonably request.

23. Dispute resolution and arbitration

23.1 Try to resolve it informally first

Before starting an arbitration or a small claims case, the party with a claim must send the other a written notice of dispute and try to resolve it informally for 60 days. A notice to us goes to hello@elemusic.fm or by mail to eleMusic Inc., Attn: Legal, 8 The Green, Suite B, Dover, Delaware 19901. A notice to you is sent as Section 27.3 describes. The notice must include the claimant's name and contact information, the practice name and Account email (if any), a description of the dispute, and the relief sought, and it must be signed by the claimant personally (and by the claimant's lawyer, if any). Each notice may cover only one claimant. During the 60 days, either party may ask for a call by phone or video, and the other party will take part in good faith; each party's lawyer may attend. All statutes of limitations and filing deadlines, including the time limit in Section 23.13, are tolled from the date a complete notice is sent until the 60 days end. An arbitration started without following this Section may be stayed or dismissed until it is followed.

23.2 Agreement to arbitrate

Except as Section 23.3 provides, you and eleMusic agree that any dispute, claim or controversy between you and eleMusic (or any eleMusic Party other than our licensors and suppliers, for claims arising from its role in providing the Service) that arises out of or relates to the Agreement, the Service, the Content, the Certificate, any communication or advertising about them, or the relationship between us, whether based on contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether it arose before or after you accepted these Terms (a "Dispute"), will be resolved by final and binding individual arbitration, not in court. This agreement to arbitrate evidences a transaction in interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. sections 1 to 16 (the "FAA"). An arbitrator can award the same individual damages and relief as a court, but there is no judge or jury, and court review of an award is limited.

23.3 Exceptions

Either party may:

1. bring an individual claim in small claims court, if the claim qualifies and stays there on an individual basis;
2. seek temporary, preliminary or permanent injunctive relief or other equitable relief in court to stop actual or threatened infringement, misappropriation or misuse of its intellectual property rights or confidential information, or unauthorized access to or use of the Service (including scraping, ripping or circumventing technical measures), or to preserve the status quo pending arbitration. Any claim for money damages arising from the same facts must be brought in arbitration under this Section 23; and
3. have a request for public injunctive relief decided as Section 23.11 provides.

Nothing in this Section 23 prevents either party from reporting a matter to a government agency.

23.4 Administrator and rules

The American Arbitration Association (the "AAA") will administer the arbitration. Disputes about Practice Plans or other business use are governed by the AAA's Commercial Arbitration Rules, including its Expedited Procedures where they apply. Disputes brought by an individual about a Personal Plan or other use for personal, family or household purposes are governed by the AAA's Consumer Arbitration Rules and, where they apply, the AAA's Mass Arbitration Supplementary Rules. The rules in effect when the arbitration is filed apply, as modified by this Section 23, which controls if they conflict. The rules are available at adr.org. If the AAA is unavailable or declines to administer the arbitration, the parties will agree on another administrator, or a court will appoint one under 9 U.S.C. section 5.

23.5 The arbitrator and the hearing

A single arbitrator decides each arbitration. The arbitration will be conducted by video conference, by phone or on written submissions, unless the arbitrator decides that an in-person hearing is needed. Any in-person hearing involving a consumer takes place in the county where the consumer lives, unless the parties agree otherwise. Any other in-person hearing takes place in Delaware, which is also the seat of any arbitration about a Practice Plan. The arbitrator may allow the exchange of information appropriate to the claims, as the rules provide. The arbitrator will apply the Agreement (including its limits on liability) and applicable law, may award relief only in favor of the individual party seeking it and only to the extent needed for that party's individual claim, and will issue a reasoned written decision if either party asks. An award binds only the parties to that arbitration and has no preclusive or precedential effect in any other case, except in a later case between the same parties. Judgment on the award may be entered in any court with jurisdiction.

23.6 Fees and costs

1. Practice Plans. For any Dispute in which the total amount in controversy is $10,000 or less, eleMusic will pay all AAA filing, administrative and arbitrator fees, except the part of the filing fee equal to what you would have paid to file a claim in court. For other Disputes, the AAA's rules decide who pays the fees.
2. Consumers. eleMusic will pay all fees the AAA's Consumer Arbitration Rules assign to the business. If your filing fee is more than what you would have paid to file in court, we will reimburse the difference.
3. Frivolous claims. Items (a) and (b) do not apply if the arbitrator finds that a claim was frivolous or brought for an improper purpose, measured by the standard in Federal Rule of Civil Procedure 11(b).
4. Attorneys' fees. Each party bears its own attorneys' fees and costs, unless the arbitrator awards them as applicable law or the AAA's rules allow.

23.7 Who decides what

The arbitrator decides all questions about whether a Dispute must be arbitrated, including the scope, validity and enforceability of this Section 23, except that a court with jurisdiction under Section 24.2 decides:

1. whether the waiver in Section 23.8 is valid and enforceable, and the effect of Section 23.12;
2. whether Section 23.9 applies and is enforceable, except administrative matters that the AAA's rules assign to a process arbitrator;
3. whether a request seeks public injunctive relief, and the order of proceedings under Section 23.11;
4. whether a party validly opted out under Section 23.10; and
5. whether this Section 23 or another agreement governs a Dispute if they conflict, including any license agreement presented by an app store.

23.8 Class action and jury trial waiver

23.9 Mass filings

This Section applies if 25 or more notices of dispute or demands for arbitration that raise similar claims are submitted against or by eleMusic by the same or coordinated counsel or organizations (a "Mass Filing").

1. Consumer claims. For claims under the AAA's Consumer Arbitration Rules, the AAA's Mass Arbitration Supplementary Rules apply.
2. Other claims. For all other claims, the parties will ask the AAA to administer the Mass Filing in batches of up to 100 demands each, with one arbitrator for each batch (unless the parties agree otherwise) and one set of administrative fees for each batch to the extent the AAA allows. All batches proceed at the same time. There is no limit on the number of batches, no batch waits for another, and no result in one case binds any other claimant. Each claimant keeps every individual right under this Section 23, including the exchange of information, a hearing where the rules provide one, and an individual award on that claimant's own claim.
3. Global discussion. Within 30 days after a Mass Filing is identified, counsel for the claimants and eleMusic will meet by video in good faith to discuss resolving the claims globally. This discussion lasts no more than 60 days. While it lasts, all limitation periods and filing deadlines are tolled, the parties will ask the AAA to hold the demands in the Mass Filing in abeyance, and no fees are due on them.

23.10 Your right to opt out

You may opt out of this agreement to arbitrate by emailing hello@elemusic.fm, or by writing to the address in Section 27.4, within 30 days after the date you (or the person who accepted for your practice) first accepted these Terms. An opt-out is on time if it is emailed, or postmarked or handed to a courier, within those 30 days. Your opt-out must include your name, your practice name (if any), the email address of your Account (if any), and a clear statement that you opt out of arbitration. An opt-out sent by an authorized person for a practice opts out the practice. If you opt out, neither you nor eleMusic can require the other to arbitrate, and Section 24.2 applies to Disputes; the waivers in Section 23.8 still apply to the extent permitted by law. Opting out does not affect any other part of the Agreement.

23.11 Public injunctive relief

If a claim seeks public injunctive relief (an injunction whose primary purpose and effect is to prohibit unlawful acts that threaten future injury to the general public), and a court decides that applicable law does not allow that relief to be waived or decided in arbitration, then that request for relief will be decided by a court with jurisdiction under Section 24.2, only after all individual claims and requests for relief in the arbitration are decided, and the court proceeding will be stayed until then. Nothing in this Section allows a class, collective or representative proceeding.

23.12 If part of this Section is unenforceable

1. If a court decides that the waiver in Section 23.8 is unenforceable for a particular claim or request for relief, then that claim or request, and only that one, will be severed and decided by a court under Section 24.2, after the individual claims are arbitrated and with the court proceeding stayed until then. That claim or request will never be decided in a class, collective or representative arbitration.
2. If any other part of this Section 23 is found unenforceable, that part will be severed, and the rest of this Section 23 remains in effect.

23.13 Time limit for Practice Plan claims

To the extent permitted by law, any Dispute relating to a Practice Plan must be brought (by a notice under Section 23.1, followed by an arbitration or a permitted court action) within one year after the party bringing it knew or reasonably should have known of the facts giving rise to it, or within the shortest period permitted by applicable law if that is longer. Otherwise it is permanently barred. This Section applies equally to you and to eleMusic. It does not apply to consumers.

23.14 Changes to this Section

If we change this Section 23 after you accept it, the change will not apply to any Dispute that arose before the change takes effect, or that was the subject of a notice, arbitration or court action filed before then. You may reject a change to this Section by emailing hello@elemusic.fm, or by writing to the address in Section 27.4, within 30 days after we notify you of it. If you do, the version of this Section you last accepted continues to apply to you, and the rest of the revised Terms apply.

23.15 Survival

This Section 23 survives the end of the Agreement and of your use of the Service.

24. Governing law and courts

24.1 Governing law

The FAA governs Section 23. Otherwise, the Agreement and any Dispute are governed by the laws of the State of Delaware and applicable US federal law, without regard to conflict-of-laws rules that would apply another law. If you are a consumer, this choice of law does not deprive you of the protection of the mandatory laws of the state where you live. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

24.2 Courts

Any Dispute that is not arbitrated (including after an opt-out, or a claim or request severed under Section 23.11 or 23.12), and any action to compel arbitration or to confirm, vacate or enforce an award, will be brought only in the state or federal courts located in Delaware. You and eleMusic consent to the personal jurisdiction and venue of those courts and waive any objection that they are an inconvenient forum. If you are a consumer, you may instead bring an individual claim in small claims court in the county where you live. An action under Section 23.3(b) may be brought in any court with jurisdiction.

25. Apple and Google app store terms

25.1 When this Section applies

This Section applies to Apps you obtain from the Apple App Store or Google Play, and to In-App Purchases. As between you and Apple or Google, this Section controls if it conflicts with the rest of the Agreement.

25.2 These Terms are the App's license agreement

These Terms are the end user license agreement for the Apps. For the iOS App, we provide these Terms to Apple as our custom license agreement, and they are intended to replace Apple's standard Licensed Application End User License Agreement. If Apple's standard agreement or any other app store license terms nevertheless apply between you and eleMusic, the Agreement controls over them to the extent permitted, and Section 23 governs every Dispute between you and eleMusic.

25.3 Terms that apply to the iOS App

1. Acknowledgement. The Agreement is between you and eleMusic only (and, for the limited purpose stated in item (h), the company that publishes the iOS App for eleMusic), and not with Apple. eleMusic, not Apple, is solely responsible for the iOS App and its content. The Agreement does not provide usage rules for the iOS App that conflict with the Apple Media Services Terms and Conditions as of the date you accept it.
2. Scope of license. The license in Section 9.3 for the iOS App is a non-transferable license to use the iOS App on any Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions, except that the iOS App may be accessed and used by other accounts associated with the purchaser through Family Sharing or volume purchasing.
3. Maintenance and support. eleMusic is solely responsible for providing any maintenance and support services for the iOS App, as stated in the Agreement or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services for the iOS App.
4. Warranty. eleMusic is solely responsible for any product warranties for the iOS App, whether express or implied by law, to the extent not effectively disclaimed (Section 19 disclaims them to the fullest extent permitted). If the iOS App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the iOS App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be, as between eleMusic and Apple, eleMusic's sole responsibility.
5. Product claims. eleMusic, not Apple, is responsible for addressing any claims by you or any third party relating to the iOS App or your possession and use of it, including: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation. The Agreement does not limit eleMusic's liability to you beyond what is permitted by applicable law.
6. Intellectual property rights. In the event of any third-party claim that the iOS App or your possession and use of it infringes that third party's intellectual property rights, eleMusic, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of that claim.
7. Legal compliance. You represent and warrant that (i) you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a "terrorist supporting" country; and (ii) you are not listed on any US Government list of prohibited or restricted parties.
8. Developer name and address. Questions, complaints or claims about the iOS App go to eleMusic Inc., 8 The Green, Suite B, Dover, Delaware 19901; telephone 970-966-5292; email hello@elemusic.fm. If an App is listed in an app store under the name of another company that publishes it for eleMusic (currently Graverholt Unlimited, LLC), that company is the licensor of that App for purposes of this Section 25 only, is an eleMusic Party, and is protected by Sections 19 to 23 as eleMusic is; all other obligations under the Agreement are eleMusic's alone.
9. Third-party terms. You must comply with applicable third-party terms when using the iOS App, such as your wireless data service agreement.
10. Third-party beneficiary. Apple and Apple's subsidiaries are third-party beneficiaries of the Agreement, and upon your acceptance of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third-party beneficiary of it.

25.4 Google Play

If you obtain an App or make an In-App Purchase through Google Play, Google Play's terms of service and policies also apply to your use of Google Play. Google is not a party to the Agreement. You can manage or cancel subscriptions bought through Google Play in its subscription settings.

26. Export controls and sanctions

You will comply with all US export control and economic sanctions laws, including the Export Administration Regulations and the sanctions programs administered by the US Department of the Treasury's Office of Foreign Assets Control. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive US sanctions, and that you are not, and are not owned or controlled by, a person on any US Government list of prohibited or restricted parties. You will not access, use, export or re-export the Service or the Apps in violation of those laws.

27. Electronic communications and notices

27.1 Consent to electronic communications

You agree to receive the Agreement, notices, receipts, renewal and price change notices, and other communications from us electronically: by email to the address on your Account or to the contact email of your Location, in the Player, or on our website. Electronic communications satisfy any legal requirement that a communication be in writing.

27.2 If you are a consumer

If you are a consumer: (a) to receive our communications you need a device with internet access, a current web browser or the App, and, where we communicate by email, an email account that can receive our messages; (b) you can ask for a paper copy of any communication, free of charge, by writing to hello@elemusic.fm; (c) you can withdraw your consent to electronic communications by writing to the same address, but because the Service is provided online, withdrawing consent may require us to end your access; and (d) you must keep any contact information you give us current.

27.3 Notices to you

Notices to the Customer are effective when sent to the email address of any owner of the relevant Location, or to the Location's contact email, as shown in our records, or when posted in the Player. The Customer must keep at least one owner with a current, monitored email address for each Location, and must tell us, or update the Location in the Web Player where it allows, when that person leaves. A notice sent under this Section is effective even if that person no longer works for the Customer. Notices to an individual with a Personal Plan are effective when sent to the email address on that individual's Account or posted in the App.

27.4 Notices to us

Legal notices to eleMusic, including notices of dispute, arbitration opt-outs and rejections under Section 23.14, must be sent by email to hello@elemusic.fm or by mail or courier to eleMusic Inc., Attn: Legal, 8 The Green, Suite B, Dover, Delaware 19901. They are effective when received, except that an arbitration opt-out under Section 23.10 or a rejection under Section 23.14 is on time if it is emailed, or postmarked or handed to a courier, within the 30 days those Sections allow. Service of legal process must be made on our registered agent as the law requires.

27.5 Service messages

We send messages about your Account and subscriptions, such as welcome, billing, security and legal notices, as part of the Service. If we send you marketing messages, you can opt out of them at any time.

28. General terms

28.1 Assignment

We may assign or transfer the Agreement, in whole or in part, without your consent, including to an affiliate or in connection with a merger, acquisition, reorganization, change of control or sale of all or part of our business or assets. You may not assign or transfer the Agreement without our prior written consent, which we will not unreasonably withhold for a transfer to the buyer of your entire practice at the Location who agrees in writing to the Agreement. Any other attempted assignment is void. The Agreement binds and benefits the parties and their permitted successors and assigns.

We may transfer the Agreement and the Service to a company formed to operate eleMusic. If we do, we will notify you, the company that receives them will assume all of our obligations under the Agreement, and you agree that the transfer releases the transferring company from obligations that arise after it.

28.2 Events outside our control

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including outages or failures of cloud hosting, content delivery, payment, app store, model or other third-party providers, internet or telecommunications failures, power failures, cyberattacks, fire, flood, storms, earthquakes, epidemics, war, terrorism, civil unrest, labor disputes, and acts of government. This Section does not excuse any obligation to pay fees.

28.3 Entire agreement

The Agreement is the entire agreement between you and eleMusic about its subject matter. It replaces all earlier versions of these Terms and all earlier or contemporaneous agreements, proposals and statements about that subject matter, including any license agreement presented by an app store to the extent Section 25.2 provides. Terms in any purchase order or other document you send us do not apply, even if we accept or sign it, unless it is an order form that meets Section 1.2(e).

You acknowledge that, in entering into the Agreement, you have not relied on any statement, representation, promise, forecast or description that is not expressly stated in the Agreement, including statements on our website, in marketing, sales or support communications or demonstrations, on the Certificate or in any Key points summary, and that no such statement is a warranty. Nothing in this Section limits liability for fraud that cannot be limited under applicable law.

28.4 Order of precedence

If parts of the Agreement conflict, they control in this order: (a) a written order form signed by you and by an authorized officer of eleMusic, for the matters it expressly covers; (b) your Order, but only as to the plan, price, billing period, quantity and Device Allowance, and no Order, receipt or invoice changes any other part of these Terms; (c) these Terms (with Section 25 controlling as between you and Apple or Google); (d) the Refund and Cancellation Policy; and (e) the Copyright Policy. An Order or order form changes Section 23 only if it says so expressly and is signed by an authorized officer of eleMusic.

28.5 No waiver

A failure or delay in enforcing any part of the Agreement is not a waiver. A waiver is effective only if it is in writing and signed by the party giving it.

28.6 Severability

Except as Section 23.12 provides, if any part of the Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permitted (or, if that is not possible, severed), and the rest of the Agreement remains in effect.

28.7 No other third-party beneficiaries

There are no third-party beneficiaries of the Agreement, except the eleMusic Parties as Section 21.3 states, and Apple and its subsidiaries as Section 25.3(j) states.

28.8 Relationship of the parties

The parties are independent contractors. The Agreement does not create any partnership, joint venture, agency, employment or fiduciary relationship.

28.9 Injunctive relief

A breach of Section 9, 12, 13 or 17.6 may cause irreparable harm for which money damages are not an adequate remedy. In addition to its other remedies, the harmed party may seek injunctive relief under Section 23.3(b), and, to the extent the law allows, without posting a bond.

28.10 Interpretation and language

In the Agreement, "including" and similar words mean "including without limitation", "or" is not exclusive, and headings do not affect meaning. To the extent the law allows, the Agreement will not be interpreted against either party because that party drafted it. The Agreement is written in English, and any translation is for convenience only; the English version controls.

29. Notices for consumers

This Section applies only to individuals who use the Service for personal, family or household purposes.

1. California. Under California Civil Code section 1789.3, California consumers are entitled to the following information. The Service is provided by eleMusic Inc., 8 The Green, Suite B, Dover, Delaware 19901, telephone 970-966-5292. The charges for a Personal Plan are shown in the app store before you buy. To resolve a complaint or get more information about the Service, write to hello@elemusic.fm. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at the Consumer Information Center, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 (dca.ca.gov).
2. New Jersey. If you are a New Jersey consumer, any provision of these Terms that limits remedies, damages or liability, or that disclaims warranties, applies to you only to the extent New Jersey law allows.
3. Other places. Some states do not allow certain exclusions or limits, so some parts of Sections 19 and 20 may not apply to you. You may also have other rights that vary from state to state.

30. Contact

Legal notices go to:

Support and letters from PROs: hello@elemusic.fm. Privacy requests: hello@elemusic.fm. Copyright notices go to our designated agent, Joshua Nelson, as our Copyright Policy explains.