Terms of Service

These Terms of Service ("Terms") govern access to and use of CXProMusic and are an agreement between Coexist Group LLC and the person or entity using the Services. They cover the CXProMusic website at cxpromusic.com, the CXProMusic platform at app.cxpromusic.com, CXProMusic Select, the CXProMusic Player, The CXProMusic Experience, previews, guest-facing pages, support, and other services we make available under the CXProMusic name.

Some Services, including CXProMusic Select, subscriptions, organization accounts and the CXProMusic Player, are offered for business use. If you create an account, start a trial or subscription, purchase a service, or otherwise use CXProMusic on behalf of a business or other organization, you represent that you have authority to bind that organization to these Terms.

By creating an account, starting a trial or subscription, playing music through the Services, or otherwise using the Services, you agree to these Terms and our Privacy Policy.

In brief

• These Terms apply to everyone who uses CXProMusic, including visitors to cxpromusic.com. The points below about subscriptions, billing and the playback license concern our services for businesses, where they apply.
• Coexist Group LLC or its licensors own the music, artwork, software, data, recommendations, interfaces and other content made available through CXProMusic. A subscription does not transfer ownership or copyright.
• An active CXProMusic Select subscription gives the subscribing business a limited license to stream eligible CXProMusic music only through the CXProMusic Player as background music at the venues and within the limits covered by its plan.
• The music may not be downloaded, copied, extracted, captured, recorded, stored, redistributed, rebroadcast, synchronized, resold, reused, or played outside the CXProMusic platform except where a separate written agreement expressly allows it.
• Signature Tracks are organization-specific music made available through CXProMusic. Playback requires an active eligible CXProMusic subscription and remains subject to that subscription's venue, zone, device, simultaneous-player and other plan limits. Purchasing a Signature Track does not increase those limits or transfer copyright or ownership. Musical and creative judgments are ours. Your brief is a preference, not a specification; a purchase is fulfilled when we deliver one finished track; revisions are not included unless stated at purchase; and Signature Track purchases are final and non-refundable except where the law requires otherwise. A complimentary Signature Track offered to a prospective business is for listening through CXProMusic only; its lyrics do not name the business, and if it is not claimed before its preview expires it may join the CXProMusic catalog.
• Subscriptions renew automatically until cancelled. Cancellation stops future renewal and does not ordinarily refund the current billing period.
• The Services change over time. We do not guarantee uninterrupted availability, any particular track or feature, compatibility with every device or system, or any business result.
• Our liability is limited as described below, and the subscribing business is responsible for the activity of its users, venues, devices and sound systems.
• Disputes are subject to individual arbitration and a class-action waiver, with limited exceptions described below.

This summary is for convenience only. The sections below control.

Contents

• 1. Agreement to these Terms
• 2. Definitions
• 3. Accounts and organizations
• 4. Subscriptions, trials and payment
• 5. Ownership and intellectual property
• 6. CXProMusic Select playback license
• 7. Prohibited use
• 8. Custom Productions, Signature Tracks and Experiences
• 9. Customer material, requests, usage signals and feedback
• 10. Service changes, recommendations and availability
• 11. Third-party services and integrations
• 12. Disclaimer of warranties
• 13. Limitation of liability
• 14. Indemnification
• 15. Term, suspension and termination
• 16. Protecting the Content and intellectual-property complaints
• 17. Disputes, arbitration, class-action waiver and governing law
• 18. Compliance, export controls and sanctions
• 19. Changes and general provisions
• 20. Contact and legal notices

CXProMusic is a brand and service of Coexist Group LLC, a U.S. limited liability company ("CXProMusic", "we", "us", "our").

"You" and "your" mean the person or entity using the Services. If you use a Business Service on behalf of an organization, you represent that you are authorized to accept these Terms on its behalf. In that case, "you" includes that organization where the context requires, and each person using the Services on its behalf.

The Business Services are offered for business use and are not intended for personal, family or household use. Each person creating or administering an organization represents that they are at least 18 years old and have authority to bind the business they represent.

The business is responsible for its Authorized Users and for activity conducted through its organization, venues and players.

A signed order, statement of work or other written agreement between you and us may apply to a Custom Production, enterprise deployment or other service. If that agreement expressly conflicts with these Terms, the signed agreement controls for the subject matter of the conflict.

Services means the CXProMusic websites and platform, CXProMusic Select, the CXProMusic Player, The CXProMusic Experience, guest-facing pages, previews, APIs or programming interfaces we make available, emails, support and related services.

Business Services means CXProMusic Select, paid Subscriptions, business organizations, venue management, the CXProMusic Player, business support and any other service expressly offered to businesses.

Content means material made available through the Services, including sound recordings, musical compositions, lyrics, titles, atmospheres, playlists, schedules we provide, artwork, images, video, text, descriptive music data, classifications, recommendations, rankings, match results, Signature Tracks and other Custom Productions made available through the Services, and the selection and arrangement of any of them.

Subscription means a paid or trial CXProMusic Select plan, including the venue, zone, simultaneous-player, team-member and other limits shown for that plan when purchased.

Covered Venue means a physical business location that you operate or manage, that is registered to your organization, and that falls within the limits of your Subscription.

Authorized User means an employee, contractor or other person you authorize to use your organization on the Services.

Custom Production means music, creative work or an experience produced for, assigned to or made available specifically to a particular customer, whether under an order, checkout, statement of work or other written agreement or on a complimentary basis, including any Signature Track, Essential Soundtrack, Signature Experience, Experience Hosting, other customer-specific music or creative work, or successor offering.

Signature Track means a Custom Production created for, assigned to or made available specifically to one business organization through CXProMusic, whether provided on a complimentary basis or purchased individually or as part of a package.

Signature Track Package means a one-time purchase entitling an organization to request the stated number of Signature Tracks, subject to these Terms and the conditions shown at purchase.

Signature Track access and rights are scoped at the organization level, not separately owned or licensed by individual venues or zones. A Signature Track may be described as made for a particular venue or associated operationally with one, but the underlying Signature Track entitlement belongs to the organization.

You must be at least 18 years old to create a CXProMusic account or accept these Terms for a Business Service.

You agree to provide accurate information and keep it reasonably current.

Accounts are personal to each Authorized User. Credentials may not be shared. You are responsible for maintaining the confidentiality of credentials and for promptly notifying us if you suspect unauthorized access.

The owner and administrators of an organization may control its venues, zones, players, team, permissions and billing, and may see activity within that organization. We may rely on instructions from a person who appears, based on our records, to hold an owner or administrator role.

You are responsible for:

• deciding who may join your organization and what access they receive;
• removing access when it is no longer appropriate;
• the acts and omissions of your Authorized Users;
• your devices, network, sound system and venue operations; and
• ensuring that your use of the Services complies with applicable law and these Terms.

We may require additional verification before making account, ownership, billing or security changes.

Each plan includes the limits and features shown at the time of purchase, including any limits on Covered Venues, zones, simultaneous players and team members. Those limits form part of the license granted under these Terms.

The Services may enforce plan limits automatically, including by preventing additional playback when all simultaneous-player slots are in use.

A first Subscription may begin with a 14-day free trial if offered at sign-up. A valid payment method may be required.

Unless you cancel before the trial ends, the paid Subscription begins automatically and the payment method on file is charged. Unless we state otherwise, only one free trial is available per business or substantially related group of businesses.

We may refuse, shorten or end a trial where we reasonably believe it is being abused, duplicated or used to evade payment or plan limits.

Subscriptions renew automatically for successive monthly or annual billing periods until cancelled.

You authorize us and our payment processor to charge the payment method on file for Subscription fees, approved plan changes, applicable taxes and other amounts you authorize through the Services.

You may cancel through License & Billing or another cancellation method we make available. Cancellation ordinarily prevents the next automatic renewal. Any access that remains available after cancellation is subject to these Terms, payment status and continued availability of the Services.

Except where applicable law requires otherwise, all fees and charges are final and non-refundable once charged, including for partially used periods, unused venues, unused player capacity, unused team seats and annual plans cancelled before the end of the annual term.

We may issue a refund, credit or other adjustment in our sole discretion. Doing so in one case does not create any obligation to do so in another.

Paid Signature Tracks and Signature Track Packages are optional one-time purchases separate from your Subscription. Purchasing a Signature Track or package does not include, extend, upgrade or modify your Subscription or increase any venue, zone, device, simultaneous-player, team-member or other plan limit.

Playback of a delivered Signature Track requires an active eligible Subscription and remains subject to the limits and conditions of that Subscription.

Signature Track purchases and Signature Track Packages are final and non-refundable once charged, except where applicable law requires otherwise. This applies whether or not the delivered track reflects every element of your brief.

A purchased Signature Track or package request is fulfilled when we deliver one finished track that, in our judgment, fits the brief and the business, as described in Section 8. Your brief is a preference, not a specification we undertake to follow, and delivery of the finished track completes the order. Revisions, alternate versions and additional tracks are not included unless stated at purchase.

A Signature Track Package entitles the purchasing organization to the number of tracks stated at checkout. Unused track requests have no cash value and may not be sold, transferred or assigned to another organization.

Unless otherwise stated at purchase, unused track requests in a Signature Track Package do not expire. If the organization's eligible Subscription becomes inactive, fulfillment and use of unused requests may be suspended until an eligible Subscription is reactivated.

Any production or delivery timeframe displayed for a Signature Track is an estimate unless CXProMusic expressly states in writing that it is guaranteed.

Plan changes may take effect immediately, at the next billing cycle or at another time shown in the Services or billing flow. You are not entitled to any refund, credit, proration or cash payment because of a downgrade, cancellation, unused capacity or plan change unless we expressly offer it at the time of the change or applicable law requires it.

Any credit we choose to provide may be applied to future charges and may expire or be subject to conditions disclosed when issued, to the extent permitted by law.

If a payment fails, we or our payment processor may retry it. We may suspend or restrict playback, account functions or the Subscription while amounts are overdue. Suspension does not cancel amounts already owed.

To the extent permitted by law, you are responsible for reasonable costs we incur collecting undisputed overdue amounts resulting from your breach of these Terms.

Prices are exclusive of sales, use, value-added, goods-and-services, withholding and similar taxes unless stated otherwise. Taxes may be calculated and added based on information you provide or applicable law.

We may change Subscription prices, plan limits, included features, billing intervals or promotional terms from time to time. Where notice is required by law or where a change affects an upcoming renewal, we will provide the notice required by applicable law or the applicable billing terms.

Promotional or discounted pricing applies only for the period and subject to the conditions stated with the offer and may be changed, withdrawn or limited for future purchases or renewals.

The Services and Content are owned by Coexist Group LLC or its licensors and, to the extent applicable, are protected by copyright, trademark, trade-secret and other intellectual-property laws.

This includes, as applicable:

• sound recordings, musical compositions and lyrics;
• artwork, imagery and video;
• titles, collections, atmospheres, playlists and editorial arrangements;
• software, interfaces, designs and player technology;
• descriptive music data, classifications, metadata and taxonomies;
• recommendation, ranking and matching systems and their outputs;
• compilations and selection of the catalog; and
• non-public workflows, source materials, methods and know-how.

The Content is licensed only as expressly provided in these Terms or a separate written agreement.

Nothing in a Subscription, trial, payment, Custom Production or use of the Services transfers to you any copyright, master right, publishing right, trademark, ownership interest or other proprietary right unless a separate written agreement signed by us expressly says so.

No Content is a work made for hire for you unless a separate signed agreement expressly provides otherwise.

All rights not expressly granted are reserved. No license or right arises by implication, estoppel, exhaustion, course of dealing or otherwise.

CXProMusic, CXProMusic Select, CXProMusic Player, The CXProMusic Experience and related names, logos, marks, designs and trade dress are trademarks or other proprietary identifiers of Coexist Group LLC.

You may truthfully state that your Covered Venue uses or plays CXProMusic, but you may not otherwise use our marks in advertising, domain names, business names, merchandise or endorsements without written permission.

Source code, source files, internal prompts or instructions, production materials, model or ranking logic, weighting systems, non-public metadata, security mechanisms, unreleased Content and other non-public methods or materials are confidential and proprietary.

You may not attempt to obtain, reconstruct, infer, extract, disclose or use them except to the extent applicable law expressly gives you a non-waivable right to do so.

While your Subscription is active and in good standing, including during an eligible trial, and while you comply with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to stream eligible CXProMusic Content through the CXProMusic Player as background music for customers, guests and staff physically present at your Covered Venues, within the venue, zone and simultaneous-player limits of your plan.

The license is for ordinary background-music use and is conditioned on playback occurring through the CXProMusic platform and Player as provided by us. It does not authorize any local copy, extracted file, alternate player, direct media URL, rebroadcast, recording, offline copy or other method of playback unless we expressly provide or authorize that method in writing.

It does not authorize uses listed in Section 7.

For playback expressly authorized by this Section, the Subscription price includes the license fees payable to CXProMusic for the rights in the eligible Content that CXProMusic controls or is authorized to license for that use. It does not include rights in any music or other material that CXProMusic creates, publishes or makes available outside the Services.

Your Subscription does not license music, video or other material obtained from any other source, and it does not satisfy legal, regulatory, permit, tax or venue obligations that are unrelated to CXProMusic Content.

If a jurisdiction, venue type, event or other circumstance requires a permission that CXProMusic does not control or has not expressly granted, obtaining that permission is your responsibility.

Signature Tracks assigned to your organization are eligible for playback only by that organization through CXProMusic.

Your organization's access to a Signature Track does not create a separate or expanded playback license. Signature Tracks may be played only at Covered Venues and through zones, players and devices permitted by your then-current Subscription and within its simultaneous-playback and other applicable limits. Purchasing or receiving one or more Signature Tracks does not increase those limits.

If your applicable Subscription expires, is canceled, suspended or terminated, the right to play your Signature Tracks through CXProMusic is suspended or ends with the applicable playback license. The Signature Tracks may remain associated with your organization and may become available again if an eligible Subscription is reactivated, subject to these Terms and continued availability.

We may provide controls that let an organization's owner or administrators restrict which of its venues can see or use particular Signature Tracks. Those controls do not create venue-specific or zone-specific rights and do not change the organization-level scope of the license.

Public previews are provided only to evaluate the Services. A preview does not grant any right to use the music in a business or public setting.

The license ends automatically when the applicable Subscription expires, ends, is suspended or is terminated, and may terminate immediately upon a material breach of Section 7.

When the license ends, you must stop all playback and other use of the affected Content. No continuing right to Select Content survives the end of the Subscription unless a separate written agreement expressly provides otherwise.

Except as Section 6 or a separate written agreement expressly allows, you may not, and may not permit or assist anyone else to:

Copy, download, record, rip, capture, extract, cache, archive, save, export, reconstruct or otherwise reproduce Content in whole or in part.

This prohibition includes, without limitation:

• recording by microphone, line output, system-audio capture, loopback recording, screen recording or similar means;
• capturing the output of a browser, player, device, mixer, amplifier, receiver or venue sound system;
• obtaining or attempting to obtain source media files, stream URLs, manifests, tokens, keys, segments or other underlying delivery resources;
• using browser developer tools, extensions, packet inspection, scripts, bots or other technical means to copy or extract Content;
• keeping local or server-side copies, including copies created from temporary files, caches or buffers; and
• separating, reconstructing or preserving individual tracks from playlists, sets, streams or other playback sessions.

Incidental temporary buffering that is automatically created and technically necessary for authorized playback through the Services is permitted only while that playback occurs. It does not create any right to retain, access, recover or reuse the buffered Content.

Distribute, share, sell, rent, lend, sublicense, transfer, publish, upload, mirror, host, expose or otherwise make Content available to any person or service, including a music service, distributor, marketplace, library, file-sharing service, social platform, content-identification system, storage service, API or database.

Broadcast, rebroadcast, stream or transmit Content beyond persons physically present at a Covered Venue, including through radio, television, internet streaming, social media, livestreams, video calls, conferencing systems or telephone hold systems.

Use Content in, synchronize Content with, or embed Content in any video, advertisement, social-media post, film, podcast, presentation, game, application, website, commercial production or other work.

Edit, remix, sample, stem-separate, adapt, translate, transform or create derivative works from Content.

Use or play Content:

• through any player, application, website, file, stream, device workflow or delivery method other than the CXProMusic Player or another method we expressly authorize;
• from a copied, downloaded, recorded, extracted, cached or otherwise locally stored version of the Content;
• at a location that is not a Covered Venue;
• for personal or household listening;
• in more venues, zones or simultaneous players than your plan permits;
• at ticketed events or events where the music is a principal attraction, unless we separately authorize that use; or
• after the applicable license has ended.

Claim authorship or ownership of Content; register Content with a performing-rights organization, copyright registry, royalty-collection system or content-identification system; or remove or alter copyright, trademark or other proprietary notices.

Scrape, crawl, harvest, bulk-extract, fingerprint, catalog, index, identify, map or systematically collect Content, metadata, recommendations, classifications, media identifiers or other data from the Services.

You may not use any Content or data from the Services to create or enrich a dataset, reference library, fingerprint database, training corpus or competing catalog, or to train, fine-tune, benchmark, evaluate, ground, populate or improve any machine-learning, artificial-intelligence, generative-audio, audio-fingerprinting, music-recognition, recommendation or competing system without our prior written permission.

Circumvent, bypass, disable or interfere with playback authorization, authentication, rate limits, plan limits, security controls, digital-rights protections or other technical measures.

You may not reverse engineer, decompile, disassemble, probe or attempt to discover non-public code or logic except to the limited extent applicable law expressly permits and does not permit contractual restriction.

Share user accounts or credentials, permit use by people outside your organization, resell access to the Services, provide the Services as a service bureau, or use them to build, operate or benchmark a competing product.

Use the Services unlawfully; infringe another person’s rights; upload malicious code; probe or test security without written authorization; interfere with the Services or another user’s use; access the Services through unauthorized bots, scrapers or automated means; impersonate another person; or evade restrictions.

Any use of Content outside the license granted to you is unauthorized and is a material breach of these Terms. We may immediately suspend or terminate access, disable playback, preserve relevant records and pursue any remedies available to us. Unauthorized use may also infringe our or our licensors’ copyright, contractual and other rights.

Custom Productions are governed by these Terms, the applicable order or checkout terms, and any separate written agreement that expressly applies to the production.

To the extent copyright or other proprietary rights exist in a Custom Production, those rights remain with Coexist Group LLC and/or its applicable licensors unless a separate written agreement expressly transfers them.

Payment for or receipt of a Custom Production does not itself transfer copyright, master rights, publishing rights, trademark rights or ownership.

You receive only the license expressly granted under these Terms, the applicable order or a separate written agreement. The restrictions in Section 7 apply except to the extent another use is expressly authorized in writing.

A Signature Track is made available specifically to the organization to which it is assigned. The finished Signature Track is private to that organization and is not placed in the libraries of unrelated customers or in the general CXProMusic library available to them.

That privacy applies to the finished track only. It does not give your organization exclusivity over any style, genre, mood, concept, brief, prompt, lyrical theme, structure, instrumentation or other general musical characteristic, and we may create and make available other music with similar characteristics.

Signature Track rights are organization-specific. A track may be created for or associated with a particular venue, but unless CXProMusic expressly states otherwise, the applicable license belongs to the organization and playback remains subject to the organization's Subscription and plan limits.

A Signature Track may not be downloaded, copied, recorded, extracted, distributed, resold, sublicensed, synchronized with video, used in advertising or social-media content, or played through another service, application, player or method except where CXProMusic expressly authorizes that use in writing.

Each Signature Track is an original creative work produced from the information you provide. Musical and creative judgments, including composition, arrangement, voice, lyrics, style, tempo, length and title, are made by CXProMusic. We rely on the brief and other material you submit and are not responsible for a result that reflects an inaccurate or incomplete brief.

Your brief, request or description is a preference and a starting point for our work. It is not a specification, an order for particular content or a contractual commitment on our part. We do not guarantee that a Signature Track will match any particular expectation, reference, example or taste, or that it will suit any particular use. Whether a track fits the brief and the business is determined by CXProMusic in its sole discretion, and a purchase or package request is fulfilled when we deliver one finished track. A difference of taste, or a departure from the brief, is not a defect and is not a basis for a refund.

Revisions, alternate versions or a new track may be offered at our sole discretion and are not included unless stated at purchase. Offering one in one case does not create any obligation to do so in another. Any revision or new version we provide is itself subject to these Terms.

We may omit, substitute or adapt any part of a brief that does not comply with these Terms or our policies, including a request to imitate a specific artist, voice, performer or existing work; material that could infringe or misappropriate the rights of others; names, likenesses, marks or material you are not authorized to use; content that is unlawful, defamatory, hateful or explicit; and anything we consider unsuitable for a public venue. In that case we may leave those details out, or produce a track we consider more fitting for the venue or business, and the order is fulfilled by that track.

Our production process uses automated and AI-assisted tools under the creative direction of CXProMusic. That does not change the ownership, license or restrictions described in these Terms.

CXProMusic may create a complimentary Signature Track for a prospective business and offer it for listening through CXProMusic only, on a preview page that may expire or be withdrawn. The preview is for evaluation only and does not authorize business or public playback outside the prospect experience. No copyright, ownership, download, distribution or other off-platform rights are transferred by providing a complimentary Signature Track, and the prospective business holds no right to the track at any time before it is claimed.

A complimentary Signature Track is CXProMusic's work, created from publicly available information and the character of the venue. Its lyrics do not name the business or the venue. The title and the preview page may.

If the prospective business opens a CXProMusic account and claims the track before the preview expires or is withdrawn, the track becomes that organization's Signature Track under this Section 8, subject to these Terms, its active Subscription and applicable plan limits, and may become available in the organization's My Music collection.

If the track is not claimed before the preview expires or is withdrawn, CXProMusic may use it in the CXProMusic catalog for any customer. Nothing of the business travels with it: the lyrics do not name the business, and the title and artwork are checked for the same before release. Until a complimentary Signature Track is claimed, it is not assigned to any organization, and the privacy described above for Signature Tracks does not apply to it. That privacy, the paid license and its scope are unchanged for purchased Signature Tracks.

Signature Tracks may remain associated with an inactive organization so that they can become available again following reactivation of an eligible Subscription. Unused Signature Track Package requests are handled as described in Section 4. We do not promise to store delivered Signature Track media, prospect experiences or other related content indefinitely or to keep them permanently available, and retained records are subject to the Privacy Policy, legal obligations, rights concerns and deletion requests.

An authorized representative of an organization may request permanent deletion of a Signature Track. Permanent deletion is irreversible and does not create a right to a refund except where applicable law requires otherwise.

Guest-facing Experience pages may be hosted by us for the period purchased.

You are responsible for names, trademarks, text, photographs, images, links and other material you provide for an Experience. You represent and warrant that you have all rights, permissions and consents needed for us to use that material as requested and that it is accurate, lawful and not misleading.

We may reject, edit, restrict or remove customer-provided material where we reasonably believe it violates law, third-party rights, these Terms, platform integrity or our policies.

URLs, subdomains and page identifiers assigned by us remain under our control and may change.

You retain whatever ownership rights you have in material you provide to us, including venue information, descriptions, schedule names, playlist names, photographs and Experience material.

You grant us a worldwide, non-exclusive, royalty-free license to host, reproduce, transmit, display, format, modify as technically necessary, and otherwise use that material to provide, secure, administer, support and improve the Services and to comply with law.

You represent and warrant that you have the right to provide the material and grant this license.

If you provide a business or venue name, trademark, slogan, description, text, image, creative direction or other material for a Signature Track or other Custom Production, you authorize CXProMusic to use that material as reasonably necessary to create, administer and provide the requested production. You represent that you have the rights and authority necessary to provide that material for the requested use. This does not transfer to us ownership of your marks or other material.

The Services are not designed to receive passwords for other services, private keys, government identification numbers, full payment-card numbers, protected health information or other highly sensitive or regulated information that we do not request. Do not submit such information through search, support, Experience material or other free-text fields.

Playback, skips, likes, dislikes, searches, schedule choices and similar usage signals may be used to personalize recommendations, improve the Services, protect the Content and decide what music or features to create next.

To the extent permitted by law, we own the aggregated, statistical, analytical and de-identified information derived from operation and use of the Services, provided that we use personal information in accordance with our Privacy Policy.

If you request a style, atmosphere, feature or other idea, or provide suggestions or feedback, you grant us a perpetual, worldwide, irrevocable, royalty-free right to use, modify, commercialize and incorporate that feedback without restriction, attribution or payment.

Unless a separate written agreement says otherwise, music or other Content created in response to a general request or feedback remains our Content, may be made available to other customers, and gives you no rights beyond the applicable license.

We may add, change, suspend or remove parts of the Services or Content, including tracks, atmospheres, playlists, recommendations, features, integrations, plans and technical requirements.

We do not promise that any particular Content, feature, integration or provider will remain available.

The Services are provided on an as-is and as-available basis. We do not guarantee continuous, uninterrupted, timely, secure or error-free operation, minimum uptime, latency, audio quality, catalog availability, recovery time or support response time, and we do not provide service credits or a service-level agreement unless a separate written agreement expressly says otherwise.

We may perform maintenance, impose or change technical or usage limits, throttle or restrict functionality, suspend features, remove Content, change providers or interrupt access where we consider it necessary for operations, security, rights protection, legal compliance or product changes.

Playback depends on internet access, supported software, compatible devices, third-party infrastructure and your own sound system, all of which may fail, degrade or change.

You are responsible for your network, devices, sound system, volume, speaker placement, local rules and the suitability of what is played in your venue. You should maintain a reasonable fallback for periods when the Services or internet connectivity are unavailable.

The Services are not designed for emergency, evacuation, life-safety or other safety-critical announcements.

Recommendations, match scores, rankings, labels and generated explanations are aids for choosing music. They may be incomplete, inaccurate or unsuitable for a particular room, audience or moment.

You remain responsible for what is played at your venue.

Research, statistics, examples and third-party findings cited by us are informational. They do not guarantee increased sales, dwell time, customer satisfaction, repeat visits, revenue or any other business result.

Features identified as beta, preview, experimental or early access may be incomplete, may have additional limits, may change without notice and may be discontinued at any time.

We rely on third parties for functions such as authentication, payment processing, tax calculation, hosting, databases, media delivery, email, security and infrastructure.

Third-party products and services may have their own terms and privacy policies. Their availability, performance and conduct are outside our control.

To the fullest extent permitted by law, we are not responsible for outages, errors, data loss, security incidents, acts or omissions of third parties, except to the extent liability cannot lawfully be excluded.

Links to third-party websites are provided for convenience and do not imply endorsement.

The Services and Content are provided "as is" and "as available", with all faults.

To the fullest extent permitted by law, Coexist Group LLC and its affiliates, licensors, suppliers and service providers disclaim all express, implied and statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, availability, non-infringement and any warranty arising from course of dealing or usage of trade.

We do not warrant that:

• the Services or Content will meet your requirements or expectations;
• playback will be uninterrupted, timely, secure or error-free;
• the Services will be compatible with every device, browser, network or sound system;
• recommendations or match results will be accurate or suitable;
• a Signature Track or other Custom Production will match any particular expectation, reference, example or taste;
• any particular Content or feature will remain available; or
• use of the Services will produce any commercial, financial or other result.

No oral or written information or advice obtained from us or through the Services creates a warranty unless expressly stated in a written agreement signed by an authorized representative of Coexist Group LLC.

Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply to you.

To the fullest extent permitted by law, Coexist Group LLC, its affiliates, licensors, service providers, members, managers, officers, employees, contractors and agents will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, customers, goodwill, data or business opportunity, business interruption, or cost of substitute services, arising out of or relating to the Services, Content or these Terms, however caused and under any theory of liability, even if advised that such damages were possible.

To the fullest extent permitted by law, our total aggregate liability for all claims arising out of or relating to the Services, Content or these Terms will not exceed the greater of (a) the fees you paid to us for the service giving rise to the claim during the twelve months before the event giving rise to liability or (b) US $100.

These limitations apply to claims in contract, tort (including negligence), strict liability, statute and any other legal theory, and even if a remedy fails of its essential purpose. They are a fundamental basis of the bargain and the pricing of the Services reflects them.

Nothing in these Terms excludes or limits liability that applicable law does not permit to be excluded or limited.

Nothing in these Terms excludes or limits rights or remedies that cannot lawfully be excluded or limited.

To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless Coexist Group LLC, its affiliates, licensors, service providers, members, managers, officers, employees, contractors and agents from claims, demands, proceedings, investigations, damages, losses, liabilities, judgments, settlements, fines, penalties, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• your use or misuse of the Services or Content;
• use outside the license granted by these Terms or a separate written agreement;
• material you provide, including Experience material;
• infringement or alleged infringement of intellectual-property, privacy, publicity, confidentiality or other rights caused by material or instructions you provide;
• acts or omissions of your Authorized Users or anyone using your organization or devices;
• your venues, events, equipment, network, sound system or business operations;
• your breach of these Terms or another agreement with us;
• your violation of law; or
• disputes between you and your customers, guests, employees, contractors or other third parties.

We may assume control of the defense and settlement of a covered matter using counsel of our choice. You will reasonably cooperate.

You may not settle a covered claim in a way that admits fault by, imposes obligations on, or restricts Coexist Group LLC or its affiliates without our prior written consent.

These Terms apply from your first use of the Services until your account is closed and all Subscriptions and other covered services have ended, except for provisions that survive.

We may immediately suspend, restrict or terminate access to any account, organization, Subscription, venue, zone or player if:

• you breach these Terms or another agreement with us;
• payment is overdue or disputed;
• we reasonably believe the account or use creates legal, security, fraud, abuse, infringement or operational risk;
• use threatens the Content, the Services, another customer or another person;
• we are required to do so by law, court order or a service provider on which the Services depend; or
• continuing to provide the Services would expose us to material risk or liability.

We may also modify, suspend, discontinue or stop offering a plan, feature, category of Content or the Services, in whole or in part, at any time. To the fullest extent permitted by law, we are not liable solely because of such a modification, suspension or discontinuation and no refund, credit or other payment is owed unless we expressly choose to provide one or applicable law requires it.

When a Subscription ends:

• the playback license ends;
• you must stop using affected Content immediately;
• access to some organization data and features may end;
• amounts already owed remain due; and
• we may delete or de-identify information in accordance with the Privacy Policy.

Signature Tracks and unused Signature Track Package requests are handled as described in Sections 4, 6 and 8.

Sections that by their nature should survive termination do survive, including Sections 5, 7, 8, 9, 12, 13, 14, 16, 17, 18, 19 and 20, together with payment obligations accrued before termination.

To protect Content, enforce plan limits and prevent abuse, we may monitor and analyze use of the Services, including active players, venues, playback patterns, account activity, requests and technical signals, subject to our Privacy Policy.

We may use technical controls, rate limits, playback authorizations, watermarking, logging and other measures to protect the Services and Content.

You acknowledge that unauthorized copying, recording, extraction, distribution, circumvention or other misuse of Content or confidential material may cause irreparable harm for which money damages alone may be inadequate.

To the fullest extent permitted by law, we may seek injunctive or other equitable relief, without posting a bond or proving actual damages where the law permits, in addition to damages, profits, costs, attorneys’ fees and other available remedies.

On reasonable notice, you will provide information we reasonably request to confirm that Content is being used within the limits of your license. We will use this right reasonably and in a manner intended to minimize disruption.

If you believe material available through the Services infringes copyright, send a written notice to our designated copyright contact using the information in Section 20.

A notice should include:

• a physical or electronic signature of a person authorized to act for the copyright owner;
• identification of the copyrighted work claimed to be infringed;
• identification and location of the material claimed to infringe;
• contact information for the complaining party;
• a statement of good-faith belief that the disputed use is not authorized; and
• a statement, under penalty of perjury, that the notice is accurate and the complaining party is authorized to act.

We may remove or disable access to material, notify the person who provided it, process counter-notices where applicable, and terminate repeat infringers where appropriate.

Before starting arbitration or a lawsuit, each party agrees to give the other written notice describing the dispute and requested relief and to allow at least 30 days for good-faith informal resolution.

Send notices to contact@cxpromusic.com with the subject "CXProMusic Legal Dispute Notice."

This informal-resolution requirement does not prevent either party from seeking urgent temporary or injunctive relief to protect intellectual property, security, confidential information, payment systems or the integrity of the Services.

Except for eligible individual small-claims matters and requests for injunctive or equitable relief described below, any dispute, claim or controversy arising out of or relating to the Services, Content, these Terms or the relationship between the parties will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its applicable Commercial Arbitration Rules.

The arbitration will be conducted by one arbitrator. Unless the parties agree otherwise, the arbitration may be conducted remotely. The arbitrator may award the same individual remedies that a court could award, subject to these Terms.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

Either party may bring an eligible individual claim in small-claims court.

Coexist Group LLC may seek injunctive or equitable relief in any court with jurisdiction to protect intellectual property, Content, confidential information, security, access controls, payment systems or the integrity of the Services.

To the fullest extent permitted by law, you and Coexist Group LLC agree to bring claims only in an individual capacity and not as a plaintiff, class member or representative in any class, collective, consolidated, mass, private-attorney-general or representative action.

The arbitrator may not consolidate claims of different parties or preside over a representative or class proceeding unless all affected parties agree in writing.

You may opt out of the arbitration agreement by emailing contact@cxpromusic.com within 30 days after first accepting these Terms.

Your notice must include your name, the email address associated with your account if applicable, the business or organization name if applicable, and a clear statement that you are opting out of arbitration. Opting out of arbitration does not opt you out of the remainder of these Terms.

For any dispute that proceeds in court:

Each party waives the right to a jury trial to the fullest extent permitted by law.

These Terms are governed by the laws of the U.S. state in which Coexist Group LLC is organized, without regard to conflict-of-law principles, together with applicable United States federal law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute that is not subject to arbitration must be brought exclusively in a state or federal court with jurisdiction in the U.S. state in which Coexist Group LLC is organized, and each party consents to personal jurisdiction and venue there, except that we may seek injunctive relief in any court with jurisdiction as permitted above.

To the fullest extent permitted by law, any claim arising out of or relating to the Services or these Terms must be filed within one year after the claim arose or it is permanently barred.

You may not use, export, re-export, transfer or provide the Services or Content in violation of United States export-control, trade, sanctions, anti-money-laundering or other applicable laws or restrictions.

You represent that you are not prohibited from receiving the Services under applicable sanctions or export laws.

You are responsible for laws that apply to your business, Covered Venues, events, employees, customers and use of the Services.

We may update these Terms as the Services, business or law changes.

For material changes, we may provide notice by email, through the Services, at sign-in or by another reasonable method before the changes take effect. We may require affirmative acceptance where appropriate.

Continued use after the effective date of updated Terms constitutes acceptance. If you do not agree, your remedy is to stop using the Services and cancel before the applicable renewal.

These Terms, the Privacy Policy, the plan purchased, and any separate written agreement signed by an authorized representative of Coexist Group LLC constitute the entire agreement concerning the Services and supersede prior or contemporaneous understandings on that subject.

Marketing pages, demonstrations, examples, help content and responses to questions describe the Services generally and are not warranties or commitments unless incorporated into a signed agreement.

You may not assign or transfer these Terms, your Subscription, account or license without our prior written consent. A merger, reorganization or change of control of your business may be treated as an assignment.

We may assign or transfer these Terms to an affiliate or in connection with financing, reorganization, merger, acquisition, sale of assets, change of control or operation of law.

We are not responsible for delay, degradation or failure caused by circumstances beyond our reasonable control, including internet or telecommunications failures, cloud or infrastructure outages, cyberattacks, software or provider failures, power failures, labor disputes, natural disasters, epidemics, war, terrorism, civil disorder, government action, legal restrictions or failures of third-party systems.

You consent to receive agreements, disclosures, notices, receipts, billing communications and other records electronically. We may provide notice by email to an address associated with your account or through the Services.

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, franchise, fiduciary, agency or exclusive relationship.

Unless expressly stated otherwise, there are no third-party beneficiaries.

If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions remain in effect.

Failure to enforce a provision is not a waiver of that provision or any other right.

Headings are for convenience only. "Including" means "including without limitation." References to "writing" include electronic communications where legally effective.

Coexist Group LLC — CXProMusic

• Website: https://cxpromusic.com
• Platform: https://app.cxpromusic.com
• Email: contact@cxpromusic.com

For legal dispute notices, use the subject line: CXProMusic Legal Dispute Notice

For copyright or DMCA notices, use the subject line: CXProMusic Copyright Notice

Signed-in customers may also contact us through the Support page, but formal legal and arbitration opt-out notices should be sent to the email address above.