ElevenLabs Impact Program Terms of Service

Last Updated: 18 November 2024

These ElevenLabs Impact Program Terms of Service (these “Terms”) are between you (“you”,  “your”, or “Partner”) and Eleven Labs Inc. (“ElevenLabs”, “we”, “us”, or “our”) and govern your participation in the ElevenLabs Impact Program (“Impact Program”). Through the Impact Program, you may be authorized to make available certain access codes (“Codes”) for the use of select ElevenLabs’ products and services (the “Services”), free-of-charge, to qualified individuals (such individuals, “Participants”). By agreeing to participate and participating in the Impact Program, you agree to be bound by these Terms. Defined terms used in these Terms have the meanings set forth in the ElevenLabs Terms of Service.

1. Eligibility. 
2. 1. Partner Eligibility. To participate in the Impact Program, you must meet all of the requirements set out in this Section 1(A). However, please note that meeting eligibility requirements does not guarantee that you will be approved to join the Impact Program or participate in all opportunities therein.
   2. 1. Have completed an application and been approved by ElevenLabs in writing;
      2. Be duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of incorporation or other organization;
      3. Be recognized by the IRS as exempt from federal income tax under Internal Revenue Code 501(c)(3), and have public charity status under Section 509(a)(1) or (2), and such recognition must not currently be revoked;
      4. Not be (i) subject to any economic or financial sanctions or trade embargoes in any jurisdiction; and (ii) located in a country or territory that is subject to economic sanctions or trade embargoes imposed by the United States Government (including Belarus, Cuba, Iran, North Korea, Russia, Syria, and the annexed regions of Ukraine);  and
      5. Be in compliance with these Terms, applicable laws and regulations, and any instructions we may make available regarding the Impact Program from time to time (collectively, “Instructions”), including any additional eligibility requirements set forth herein and therein. 
   2. Participant Eligibility. You, and not ElevenLabs, are responsible for selecting, screening, and onboarding those Participants to whom you will distribute Codes hereunder, and you will do so in compliance with these Terms, any Instructions, and all applicable laws and regulations. Notwithstanding the foregoing, Participants must:
   3. 1. Be at least 18 years of age or older (or the age of legal majority where they live); and
      2. Be in compliance with the ElevenLabs Terms of Service (including the Prohibited Use Policy and any applicable Supplemental Terms), applicable laws and regulations, and any Instructions, including any additional eligibility requirements set forth herein and therein.
   3. Changes to Eligibility Requirements. ElevenLabs may remove, add, or otherwise change eligibility requirements for Partners and/or Participants at any time, and we will let you know in advance when the new changes will become effective. ElevenLabs may, but is not required to, reconsider your eligibility or the eligibility of any Participant after such changes take effect. ElevenLabs has the right to add, decline, and remove Partners and/or Participants from eligibility to participate in the Impact Program or a particular opportunity therein at any time and for any reason.

2. Codes and Use Restrictions.
3. 1. Codes; Participant Accounts. As a Partner in the Impact Program, ElevenLabs may make available to you Codes for distribution to Participants of your choosing who meet the eligibility requirements set forth in Section 1(B). ElevenLabs will solely determine the total number of Codes to be distributed to you. Each Code will be valid for only one Participant and will permit such Participant to register for an account (each, a “Participant Account”) to use our Services as a Free User under the Eleven Labs Terms of Service including the Prohibited Use Policy and any applicable Supplemental Terms. Access to each Participant Account using the Code will be enabled for differing periods of time depending on the Participant (each such period, an “Access Period”), after which time Participant Account access will automatically expire (unless the Access Period is intended to continue for the duration of a Participant’s lifetime, in which case such Access Period will only expire on the death of the Participant). You acknowledge that it is your responsibility, and not the responsibility of ElevenLabs, to inform Participants of the Access Period associated with their Participant Account and you will do so when distributing Codes to Participants. We may disable or deactivate Participant Accounts at any time and for any reason. 
   2. Restrictions. You will not, and you will ensure that any Participants to whom you distribute Codes will not: (a) sell, resell, rent, lease, loan, assign, license, or otherwise make the Codes or access to the Participant Accounts available to any third-party, including other Participants, except as expressly permitted herein; (b) use the Participant Accounts (or the Services accessed therefrom) or the ElevenLabs Marks (defined below) for any commercial purpose; (c) distribute a single Code to more than one Participant or use a Code intended for a different Participant (or permit another party to do the same); (d) use, distribute, or attempt to use or distribute a Code after the end of the Access Period enabled by that Code; (e) use a Code or Participant Account to access unauthorized portions of the Services; or (f) make derogatory or disparaging statements about ElevenLabs or the Impact Program, or otherwise take actions that are detrimental to the reputation of ElevenLabs or the Impact Program. You will not make any warranties or representations concerning the Services except as expressly authorized by us in writing.
   3. Reporting; Audits. Within 15 days of the end of each calendar month of your participation in the Impact Program, you will provide ElevenLabs with a report (each, a “Report”) detailing: (a) the number of Codes you distributed to Participants in the preceding month; and (b) the criteria you used to determine Participants’ eligibility to receive Codes and the Access Periods associated with such Codes, provided that you will ensure that all Reports do not include any personally identifying information or other information that could be reasonably linked to a Participant (including any protected health information as defined by the Health Insurance Portability and Accountability Act (HIPAA) of 1996, Pub. L. No. 104-191). Upon reasonable prior notice, we may request, and you will provide to us and our auditors, reasonable access to your books, records, and personnel for the sole purpose of auditing your compliance with these Terms (each, an “Audit”). You will cooperate with us and our auditors in any such Audit and, to the extent any Report or Audit determines you are not in compliance with these Terms (including with respect to your selection of Participants under Section 1(B), you must promptly rectify such noncompliance.
   4. Publicity. You will collaborate with ElevenLabs on select marketing opportunities to publicly promote the Impact Program, including by: (a) posting at least three (3) posts on each of your social media channels promoting the Impact Program; (b) making available a webpage that is accessible from the home page of your primary website describing your participation in the Impact Program; and (c) featuring the ElevenLabs logo on your primary website in a manner that is at least as prominent in size, color, and placement as any other designations of source included therein (or, if no such other designations of source are included, in accordance with ElevenLabs’ instructions as to size, color, and placement), in each case, provided that ElevenLabs has previously approved such materials in writing ((a) through (c), collectively, the “Marketing Materials”). Subject to your compliance with these Terms and the ElevenLabs Brand Guidelines, ElevenLabs hereby grants to you a limited, revocable, non-transferable, non-sublicenseable license to use our name, logo, and symbol (collectively, the “ElevenLabs Marks”) for the sole purpose of making available the Marketing Materials to publicly promote the Impact Program. ElevenLabs retains all right, title, and interest in and to the ElevenLabs Marks. During the Term, ElevenLabs may use your names, trade names, trademarks, service marks, logos, and other designations of source (collectively, “Partner Marks”) to publicly promote the Impact Program, including your participation in the Impact Program, and you hereby grant to us a limited, sublicenseable, royalty-free, fully paid, and transferable license to use your Partner Marks for such purpose.
3. Representations and Warranties. You represent and warrant to us that:
4. 1. All information you provide or otherwise make available to us hereunder is accurate and complete, and you will immediately correct and/or supplement any information that you subsequently become aware is inaccurate or incomplete;
   2. You have all necessary rights and licenses to perform your obligations under these Terms and to grant the rights and licenses you grant hereunder;
   3. You comply, and will continue to comply, in all respects with these Terms, any Instructions, and all applicable laws and regulations, including prohibitions on discrimination against persons or groups of people in either hiring/employment practices or in the administration of programs and services; and
   4. You process, and will continue to process, all data that you receive from Participants in connection with the Impact Program and your provision of Codes hereunder in accordance with all applicable laws and regulations.
4. Indemnity. You will indemnify, defend (at our option), and hold harmless ElevenLabs and our officers, directors, agents, partners, licensors, employees, and agents from and against any losses, liabilities, claims, demands, damages, expenses, or costs (“Claims”) arising out of or related to: (A) your violation of these Terms; or (B) your conduct, or the conduct of your Participants, in connection with the Impact Program. You will cooperate with ElevenLabs in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). ElevenLabs will have control of the defense or settlement, at our sole option, of any third-party Claims. 
5. Limitation of Liability. To the fullest extent permitted by applicable law, ElevenLabs will not be liable to you under any theory of liability (whether based in contract, tort, negligence, warranty, or otherwise) for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if we have been advised of the possibility of such damages. The total liability of ElevenLabs for any claim arising out of or relating to these Terms or the Impact Program, regardless of the form of the action, is limited to One Hundred United States Dollars ($100 USD).
6. Disclaimers. Your participation in the Impact Program and your use of the ElevenLabs Marks, your Participants’ use of the Services, and your and their access to any content or materials provided therein or therewith is at your and their sole risk. To the fullest extent permitted under applicable law, the Impact Program, the ElevenLabs Marks, our Services, and any content or materials provided therein or therewith, are provided “as is” and “as available” and without warranties of any kind, either express or implied. ElevenLabs disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement and does not represent or warrant that our Services or any content provided therein or therewith are accurate, complete, reliable, current, or error-free or that access to our Service or any content provided therein or therewith will be uninterrupted. While ElevenLabs attempts to make use of our Services and any content provided therein or therewith safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith are free of viruses or other harmful components or content or materials. All disclaimers of any kind (including in this Section 6 and elsewhere in these Terms) are made for the benefit of ElevenLabs and ElevenLabs’ respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as our and their respective successors and assigns. You acknowledge that you, and not ElevenLabs, are solely responsible for your Participants’ access to and use of the Services using the Codes.
7. Confidentiality. As part of your participation in the Impact Program, we might make certain information available to you that we do not make available to the general public, like our Codes and the contact information of our personnel (collectively, “Confidential Information”). Except as expressly permitted by these Terms, you agree not to disclose our Confidential Information to any third party for any purpose, except that you may disclose it to your agent or representative (for example, your lawyer) so long as they (a) need to know this information to perform their obligations to you under these Terms and (b) are subject to confidentiality obligations that are at least as strict as those we have imposed on you under these Terms.

8. Term and Termination. 
9. 1. Term and Termination. You may stop participating in the Impact Program at any time and for any reason. We may also terminate these Terms or limit, deny, or suspend your participation in the Impact Program at any time and for any reason, including if we terminate all or any part of the Impact Program or if we reasonably believe that you:
   2. 1. Do not or no longer meet the eligibility requirements described in Section 1(A);
      2. Are distributing Codes to Participants who do not meet the eligibility requirements described in Section 1(B);
      3. Are not in compliance with any significant obligation of these Terms or the Instructions, including as set forth in Section 2(B); 
      4. Are behaving inappropriately or in a manner that may harm (whether legally, financially or otherwise) us, Participants, other ElevenLabs users, or a third party; or
      5. Are violating these Terms, any Instructions, or any applicable laws, regulations, or other requirements.
   2. Effects of Termination. Upon the termination of these Terms for any reason, you will immediately: (a) cease distributing Codes to Participants and return any undistributed Codes in your possession or control; (b) cease using the ElevenLabs Marks; and (c) deliver to ElevenLabs any and all documents and other materials containing, reflecting, incorporating, or based on ElevenLabs’ Confidential Information. These Terms will continue to apply with respect to all Participants to whom you distributed Codes through the date of termination of these Terms. The following provisions will survive the termination of these Terms: Sections 2(B)-(C), Sections 4-7, Section 8(B), Sections 9-10.

9. Dispute Resolution. All disputes and claims of any nature arising out of or in any manner relating to these Terms or the Impact Program (including, without limitation, disputes initiated by or relating to either your or ElevenLabs’ affiliates, or any of your or our respective officers, directors, partners, members, employees or agents, including all statutory, contractual and common law claims and employment discrimination claims), and any disputes concerning the validity, enforceability or applicability of these Terms to any particular dispute or claim (collectively, “Disputes”), will be submitted exclusively first to mandatory mediation and, if unsuccessful, to mandatory binding arbitration in New York City, New York, or another agreed-upon location, administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”), except as they are modified by these Terms. Unless otherwise agreed by you and ElevenLabs, the mandatory arbitration will be submitted before a single arbitrator or a panel of no more than three (3) arbitrators, selected in accordance with the JAMS Rules. This paragraph shall survive any termination or expiration of these Terms and shall apply to all Disputes, whether they arise or are asserted during or after the termination or expiration of these Terms. You and ElevenLabs agree that JAMS shall be the exclusive provider for any mediations or arbitrations, and you and ElevenLabs agree not to file, institute or maintain any mediation or arbitration other than with JAMS.
10. Miscellaneous
11. 1. Governing Law; Venue. Any Disputes will be governed by and construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Dispute is not subject to arbitration pursuant to Section 9, then the state and federal courts located in New York City, New York, will have exclusive jurisdiction. You and ElevenLabs waive any objection to venue in any such courts. 
    2. Assignment. Your rights and obligations under these Terms are personal to you: this means that you cannot assign, transfer, or delegate them to another party. You acknowledge that we may assign these Terms without notifying you. If we do assign these Terms to another party, that party will be bound by and will receive the full benefit of the Terms.
    3. Waiver. Any failure by you or ElevenLabs to enforce a provision of these Terms will not serve as a waiver of either of our rights to do so.
    4. Relationship of the Parties; No Third Parties. The relationship between you and ElevenLabs is that of independent contractors. Nothing in this Agreement shall be deemed to create an employment, partnership, joint venture, or agency relationship between you and ElevenLabs. These Terms are only enforceable by you and ElevenLabs.
    5. Construction; Language. Unless otherwise expressly provided herein, the word “including” means “including without limitation” and does not limit the preceding words or terms. Any translation of these Terms into a language other than English is for reference purposes only: this means that, to the extent allowed by law, the English version of these Terms governs over any other versions.
    6. Damages Inadequate. If you breach these Terms, money damages may not make us whole, and we reserve the right to seek injunctive relief in addition to any other remedies we may have, without the necessity of proving actual damages and without the necessity of posting a bond (or other security).
    7. Modifications. We may periodically update these Terms. We will notify you of any significant changes in advance or as required by law. You can check the “Last Updated” date at the outset of these Terms to see when these Terms were last updated. Your continued participation in the Impact Program after the date of the updated Terms constitutes your acceptance of such updated Terms. If you do not agree to the new Terms, you must stop accessing and participating in the Impact Program. We may change, suspend, or terminate any part of the Impact Program at any time, to the extent permitted by applicable law. We will use reasonable efforts to notify you of any material changes to the Impact Program under the circumstances.
    8. Severability. If a court finds that any provision of these Terms is illegal, unenforceable or ineffective, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
    9. Entire Agreement; Amendment. These Terms (and any exhibits thereto) supersedes all prior discussions and writings and constitute the entire agreement between you and ElevenLabs with respect to the subject matter hereof and cannot be amended or modified except in writing signed by both you and ElevenLabs.  
    10. Contact. If you have a question or complaint regarding the Impact Program or these Terms, please send an email to team@elevenlabs.io. You may also contact us by writing to:

• Eleven Labs Inc.
• 169 Madison Ave #2484
• New York, NY 10016

Note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us (including, for example, personal information about Participants).