OEM Terms

Last Updated: 28 February 2025

These OEM Terms (“OEM Terms”) supplement your (“you”, “your” or “Customer”) existing agreement with ElevenLabs or, if no separate agreement exists, the ElevenLabs Terms of Service (either, the “Underlying ElevenLabs Agreement”, and together with these OEM Terms, the “Agreement”). For the avoidance of doubt, however, if your Underlying ElevenLabs Agreement expressly includes an OEM Exhibit, that OEM Exhibit will govern and supersede these OEM Terms. These OEM Terms set forth the terms and conditions under which Customer may bundle, make available and sublicense (“Make Available”) certain ElevenLabs’ Services, as expressly permitted in the applicable Underlying ElevenLabs Agreement, to its End Users (defined below) pursuant to the terms and conditions of the Underlying ElevenLabs Agreement. Defined terms used in these OEM Terms have the meanings set forth in the Underlying ElevenLabs Agreement.

1. DEFINITIONS
2. 1. “Affiliate” of a party means any legal entity in which ElevenLabs or Customer or End User, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.
   2. “APIs” means ElevenLabs application programming interface and accompanying or related Documentation, source code, tools, executable applications, libraries, subroutines, widgets and other materials made available by ElevenLabs or through ElevenLabs tools to Customer that allow Customer to integrate the Customer Solution with the Services, including any access code, authentication keys or similar mechanisms to enable access of the APIs.
   3. “Bundled Service” means the combined offering of the Services and the Customer Solution. Services cannot be used independent of the Customer Solution.
   4. “Business Entity” means any organization, company, or entity that enters into an Underlying ElevenLabs Agreement under a Scale, Business, Enterprise, or equivalent plan to access or use the Services in a commercial or organizational capacity, including startups, publishers, and enterprises. For clarity, “Business Entities” expressly exclude individual users acting in their personal capacity.
   5. “Customer Solution” means Customer’s subscription-based, hosted, supported, on-demand services that Customer provides to End Users.
   6. “Data” means any content, materials, data and information that Customer or End User entered into the production system of a Services or that End User or Customer derives from its use of the Services. Data and its derivatives will not include ElevenLabs’ Confidential Information.
   7. “Documentation” means ElevenLabs' then-current technical and functional documentation relating to the Services which ElevenLabs makes available to Customer under the Agreement.
   8. “ElevenLabs Materials” means any materials, software and APIs provided or developed by ElevenLabs (independently or with Customer’s cooperation) prior to or in the course of performance under the Agreement, including in the delivery of any support to Customer or its End Users and any information, materials or feedback provided by Customer to ElevenLabs relating to the Services or Documentation.
   9. “End User” means Customer’s customer that (a) is licensing or using the Customer Solution only for its own internal business operations, and (b) has entered into an End User Agreement.
   10. “End User Agreement" means a (a) written contract, or (b) “clickwrap” style online agreements involving conspicuous notice to End Users and an affirmative click to accept by End Users, entered into between Customer and any End User pursuant to which End User purchases subscriptions to the Bundled Service.
   11. “Government Entity” means any federal, state, provincial, regional, municipal, or local government or governmental body, authority, or agency. For the avoidance of doubt, this definition also includes (a) any supranational, intergovernmental, or international organizations, as well as any entities or subdivisions thereof that exercise governmental, regulatory, or administrative functions or powers, whether within the United States or any other country or jurisdiction; and (b) any government-owned or controlled corporations, enterprises, or organizations that are wholly or partially owned by a government entity and that performs public or governmental functions.
   12. “Territory” means, except as otherwise specified in the applicable Order Form, all the countries in the world other than those which are subject or target of any sanctions administered by OFAC.
2. PROGRAM REQUIREMENTS; USAGE RIGHTS AND RESTRICTIONS
3. 1. Grant of Rights. ElevenLabs grants to Customer a non-exclusive, non-transferable, right in the Territory to use the Services, ElevenLabs Materials and Documentation solely to: (a) develop an integration between the Services and Customer Solution; (b) demonstrate and Make Available the Bundled Service to potential End Users; and (c) provide support of the Bundled Service to End Users. Permitted uses and restrictions of the Services also apply to ElevenLabs Materials and Documentation. Customer will provide access to the Services to End Users only in accordance with the Agreement.
   2. Restrictions. Customer may not: (a) Make Available a Service to any third party who will itself Make Available the applicable Service or Bundled Service; (b) transfer, assign, or sublicense any rights or obligations granted under the Agreement unless specifically permitted to do so by these OEM Terms; (c) represent itself as an agent of ElevenLabs for any purpose; (d) issue any public statement regarding its business with ElevenLabs without ElevenLabs’ prior written approval; (e) sell or Make Available the Services or Bundled Service to any Government Entity without ElevenLabs’ prior written consent; or (f) Make Available the Services or Bundled Service if Customer is not accessing the Services as a Business Entity. For the avoidance of doubt, if you are a Customer accessing the Services under a Free, Creator, or Pro tier plan, you are expressly prohibited from Making Available the Services or any Bundled Service. Services usage is limited to the use cases and volumes stated in the Order Form or Agreement. If you are a Business Entity, access credentials for the Services may not be used by more than one individual, but may be transferred from one individual to another if the original user is no longer permitted to use the Services.
   3. Customer’s Obligations. Customer will: (a) ensure that its use of the Services by the End Users shall comply with the Agreement; (b) use best efforts prevent and terminate any unauthorized access to, or use of, the Services; (c) promptly notify ElevenLabs of any unauthorized use of, or access to, the Services of which Customer becomes aware; (d) maintain reasonable security standards for its End Users use of the Services; (e) Make Available Services only in compliance with all applicable laws, regulations and orders of any governmental authority; (f) promote Services in a manner that maintains the good name and reputation of both ElevenLabs and the Services; (g) not engage in any illegal, false, or deceptive acts or practices with respect to its business activities; and (h) not make any warranties or guarantees to End Users, or any other third party, with respect to any Service that are separate from or contradictory to the Agreement. Customer is responsible for any violations of the Agreement caused by Customer or by End Users with respect to the Services. Customer must promptly forward to each of its End Users any notice it receives from ElevenLabs regarding Services that may affect its End Users. If Customer receives a notice addressed to ElevenLabs, Customer will promptly forward to ElevenLabs such notice.
   4. Consent. Customer is responsible for obtaining any consents required to permit ElevenLabs’ to access, store, and process any Data that Customer provides to ElevenLabs in connection with the Services, including data belonging to End Users.unknown node
   5. Suspension of Services. ElevenLabs may suspend or limit use of the Services by any End User if continued use may result in harm to the Services or ElevenLabs other customers. ElevenLabs will promptly notify Customer of the suspension or limitation.
   6. Third Party Service. The Services may include integrations with services made available by third parties (other than ElevenLabs or its Affiliates) that are accessed through the Services and subject to terms and conditions with those third parties. These third party services are not part of the Services and the Agreement does not apply to them.
3. MINIMUM TERMS; AUDIT & ENFORCEMENT OF RIGHTS
4. 1. Minimum Terms. Each End User that has access to the Services must have executed an End User Agreement that includes the following terms: (a) End Users must be bound by restrictions, obligations, and prohibitions regarding their use of the Services and Bundled Service at least as restrictive as those found in the ElevenLabs Terms of Service, including the incorporated Prohibited Use Policy (and any updated versions thereof); (b) Customer is not, and End Users shall not hold themselves out as, ElevenLabs’ agent or partner or in a joint venture with ElevenLabs; (c) ElevenLabs is a third-party beneficiary of Customer’s agreement with End Users; and (d) End User grants ElevenLabs and its Affiliates and subcontractors a non-exclusive right to process and use End User’s Data to provide and support the Services. Customer will not make any representations or warranties in the End User Agreement regarding the functionality or performance of the Services that conflict with the Agreement. The End User Agreement must be binding on End Users under applicable laws and regulations in the country in which Customer is providing access to the Bundled Service.
   2. Enforcement of Rights. If any third party is accessing, marketing or selling the Services without authorization, Customer will cooperate with ElevenLabs in enforcement and protection of ElevenLabs’ rights. At the request of ElevenLabs, Customer will temporarily stop Making Available the Services to any such third party unless and until such unauthorized activity is resolved to ElevenLabs' satisfaction.
   3. Verification of Compliance. For as long as Customer remains authorized to Make Available the Services, and three year thereafter, Customer agrees to reasonably cooperate with ElevenLabs (or ElevenLabs’ third-party auditor), upon at least ten (10) business days’ prior notice from ElevenLabs, to verify Customer’s compliance with the Agreement, in each case with ElevenLabs to cover the third-party auditor expenses. Such cooperation shall include Customer providing ElevenLabs (or ElevenLabs’ third-party auditor) relevant documentation or records as reasonably necessary to confirm compliance, strictly limited to the scope of the Agreement. Any such inspections will be conducted no more than once per calendar year, and in a manner not designed to interfere unreasonably with Customer’s ordinary business operations. Notwithstanding the foregoing, if any such inspection reveals material noncompliance with the terms and conditions of this Agreement, ElevenLabs shall be entitled to conduct additional inspections as reasonably necessary to verify Customer’s compliance.
4. MODIFICATIONS. As the Services evolves, ElevenLabs may improve or modify the Services (including support services, maintenance windows and major upgrade windows). This includes the option to remove functionality from the Services where ElevenLabs either provides a functional equivalent or where this does not materially reduce key functionality of the Services. Functionality beyond the initial scope of the Services may be subject to additional terms and use of such additional functionality shall be subject to those terms.
5. ORDERS AND PAYMENT
6. 1. Independent Pricing. Customer will independently establish the subscription price of the Bundled Service for its End Users. For the avoidance of doubt, Customer’s pricing decisions shall not impact its payment obligations to ElevenLabs under the Agreement.
   2. Rejection or Suspension of Order. If Customer is in breach of the Agreement or if Customer fails to make its payment on the due date, and in addition to any other available remedies, ElevenLabs may suspend Customer’s rights under the Agreement and terminate any End User’s access to the Services, until payment is made in full or breach is remediated. Customer cannot withhold, reduce or set-off fees owed pursuant to this Agreement, regardless of any termination, nonpayment, or other conduct of its End User. All orders under any Order Form are non-cancellable and fees are non-refundable.
6. SUPPORT. Customer will provide knowledgeable assistance to End Users regarding Services. Customer is responsible for all initial contact from End Users for all support related to Services. For the avoidance of doubt, ElevenLabs has no obligation to provide direct support to any End Users.
7. INDEMNIFICATION. Without limiting its indemnity obligations under the Agreement, and to the extent permitted under applicable law, Customer, at its expense, will defend, indemnify and hold ElevenLabs harmless from and against any and all Losses in connection with a third-party Claim to the extent arising from: (a) Customer’s breach of the Agreement or End Users breach of the End User Agreement; (b) Data submitted or maintained by Customer to or through a Service, including any Data submitted to or through the Services by End Users; (c) any integrated solution, product, application, project, or data connecting the Customer’s products or services to ElevenLabs’ products or services; or (d) End Users’ use of a Service in violation of the ElevenLabs Terms of Service, including the incorporated Prohibited Use Policy.