Terms & Conditions

FULLYLICENSEDMUSIC.COM TERMS OF USE

1. RECORDAL

• FullyLicensedMusic (“FLM”) is a commercial background music service that streams FLM’s professionally curated and fully owned music channels for use in public-facing business environments. The service is delivered via FLM’s online platform and is accessible to its Subscribers through the internet on computers and other devices that have access to its platform (“FLM ready device”).

• The FLM service is provided to you by FLM. These Terms of Use govern your use of the service. As used in these Terms of Use “FLM service”, “our service” or “the service” means the service provided to you by FLM providing you with a limited, non-transferable, non-exclusive and revocable licence to stream its music for commercial background use, together with all features and functionalities, its website, user interfaces, as well as all content and software associated with the service. Reference to “you” in these Terms of Use indicate the Subscriber who created the FLM account and whose Payment Method is charged.

2. SUBSCRIPTION

• When subscribing for a FLM account you must provide accurate, current and complete information and must keep such information up to date throughout your subscription.

• Your FLM subscription will continue until terminated in accordance with these Terms of Use.

• To use the FLM service you must have internet access and a FLM ready device (for offline playback refer to clause 4 below).

• Where internet access is unavailable, the service may be provided only through FLM-approved hardware, either sold by FLM or by a third-party supplier authorised by FLM (Approved Hardware”).

• You must provide us with at least one or more Payment Methods. “Payment Method” means a current, valid, accepted method of payments, as may be updated from time to time. Unless you cancel your subscription before your billing date, you authorise us to charge the subscription fee for the next billing cycle to your Payment Method. For cancellations please refer to clause 2 below.

• You can update your Payment Method at any time by signing into your FLM account and following the instructions under Account > Billing, or by contacting us on info@flm.audio.

3. BILLING AND CANCELLATION

• The subscription fee for the service will charged to your Payment Method monthly in advance. The first payment will be due on the date of successful registration for the service, with subsequent payments due on the same day of each following month.

• You can cancel your FLM subscription at any time. You will have access to the service through to the end of your current billing period. Payments are non-refundable and no credits are given for partial periods or unused service.

• In relation to the Unlimited Solution (as set out in clause 4 below) FLM may change the subscription fee from time to time. FLM will notify you at least 30 (thirty) days before any price change for the service will become effective. Should you not wish to accept the price change, you can cancel your subscription before the change takes effect.

• All subscription fees are exclusive of VAT (or any equivalent sales tax in your country), which will be added at the prevailing rate.

4. FLM SERVICE

• At registration as a Subscriber you may choose between 3 (three) subscription options:

• The Lite Solution;
• The Unlimited Solution; and

The Enterprise Solution.

• The Lite Solution includes:

• Streaming of a single channel of FLM Music; and
• Use of your own FLM ready device.

• The Unlimited Solution includes:

• Streaming of all FLM music channels;
• Use of your own FLM ready device; and
• The capability to switch music channels at any time and from any location.

• The monthly service fees in respect of the Lite Solution and Unlimited Solution will be displayed during registration and are exclusive of VAT.

• The Enterprise Solution is a concierge service where a bespoke solution will be scoped and contracted accordingly.

• Subject to these Terms of Use and while your subscription remains active, compliant and fully paid, FLM grants you a limited, non-transferable, non-exclusive and revocable (at any time with or without cause) licence to stream FLM music strictly as commercial background audio at a single physical premises at any given time. Except for the aforegoing, no right, title, ownership or interest shall be transferred to you.

• You agree to use the FLM service, including all its features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or content.

• Except as authorised herein by FLM, you agree not to:

• Copy, download, archive, distribute, archive, reproduce, record, rebroadcast, distribute, modify, perform, publish, license, create derivative works from, offer for sale, or use the content and information contained from or through the FLM service;

• Use the content in advertisements, film, podcasts, live events or use VPNs to spoof your location;

• Circumvent, remove, alter, deactivate, degrade, block, obscure or thwart any of the content protections or other elements of the service including audible user interfaces, any advertising or advertising features, copyright notices and trademarks;

• Use any robot, spider, scraper or other automated means to access the service;

• Decompile, reverse-engineer or disassemble any software or Approved Hardware;

• Insert any code or product or manipulate the content of the service is any way;

• Use any data mining, data-gathering or data-extraction method;

• Upload, post, email or otherwise send or transmit any material designed to interrupt, destroy or limit functionality of any software or hardware or telecommunications equipment associated with the service, including viruses or malicious codes;

• Engage in any of the actions in this clause 8 in connection with the use, creation, development, modification, prompting, fine tuning, training, benchmarking or validation of any machine learning tool, model, system, algorithm, product or other technology; and

• Allow any unauthorised person or entity to access the service.

• FLM may suspend or terminate your use of the service if you violate these Terms of Use or are engaged in illegal or fraudulent use.

• Audio quality may vary with device location, amplifier, equipment and bandwidth. A stable internet connection is recommended for optimum quality. You are responsible for all internet access charges. Start-up times may vary based on your connection and location.

• All music available through the service is wholly owned by FLM. Your licence covers only music streamed through the FLM service. Any other use of the music is entirely at your own risk and liability.

• The music catalog is updated regularly. Specific content may become unavailable without notice and content availability is not guaranteed. FLM reserves the right to add, remove or alter music channels, the user interface and other features of the service at its sole discretion and without notice.

• Each FLM subscription provides a licence for use at a single physical premises at any given time.

• Use of the FLM service at more than one physical location (eg across branches, stores or business units) requires a separate subscription and licence for each such location.

• Multi-location use under a single subscription, without obtaining the necessary additional site licences, constitutes a material breach of these Terms of Use. In the event of such a breach, FLM reserves the right to take any or all of the following actions:

• Suspend or terminate your access to the service; and/or

• Charge backdated fees for unauthorised use of the service

5. LICENSING SCOPE, EXCLUSIVITY AND LEGAL COVERAGE

• All music provided through the FLM service is wholly owned and fully licensed by FLM. Your active subscription of the service includes all necessary and required rights from FLM to stream and play FLM music strictly as commercial background audio at a single physical premises at any given time.

• This legal coverage is valid only if you exclusively play FLM music content at a signle physical premises at any given time. No other music (commercial, personal or otherwise) may be played, broadcast or made audible in whole or in part at that same physical premises. This would include, inter alia, music played via:

• Consumer services (such a but not limited to, Spotify, Apple Music and YouTube);
• Staff-owned devices;
• Live performances or DJ sessions;
• Any third-party source or playlist not provided through FLM’s service.

• In the event that even a single instance of non-FLM music (including partial playback) occurs and is made audible in the same physical premises where the service is being used, the Subscriber acknowledges and agrees that:

• They are immediately and solely liable for any and all fees, fines penalties and licensing obligations imposed by any applicable music rights or collection societies in their territory;
• The licensing protection provided in terms of the Terms of Use to the Subscriber is suspended from the moment such non-FLM content is played;
• The Subscriber must self-report itself for use of commercial music to the relevant local collection society in the Subscriber’s territory (such PRS, ASCAP, SAMRO) as required by law; and
• FLM will not be held liable for any consequences resulting from the Subscriber’s use of unlicensed or third-party music, regardless of intent or duration.

• FLM supports global efforts to ensure that artists, songwriters and composers are fairly compensated. While FLM provides a fully owned and fully licensed alternative to traditional commercial music, it does not oppose collection societies or the lawful payment of music royalties.

6. PASSWORDS AND ACCESS TO YOUR ACCOUNT

• You are responsible for all activity that occurs through your FLM account.

• You must keep your password and Payment Method details confidential and maintain control over any devices that access the service.

• You agree to keep your account information, including contact details, accurate and up to date.

• Your FLM Subscription is personal to you (the registered account holder) and is intended solely for use at a single physical location at any given time. You may not share, transfer, rent, lease, sell, resell, assign, or sub-license your FLM account or any rights granted under it to any other individual, business, or third party, including across multiple business units or franchises, without the prior written consent of FLM.

• You are strictly prohibited from enabling or engaging in any of the following without prior written authorisation from FLM:

• Concurrent streaming of the service from multiple devices or locations;

• Sub-licensing, reproducing, rebroadcasting, white-labelling or redistributing the content or service to third parties;

• Account sharing by multiple individuals or businesses using the same login credentials;

• Using the FLM service for any purpose outside the scope of background commercial music, such as events, performances, broadcast, or advertising unless expressly permitted.

• FLM reserves the right to monitor and audit usage of the FLM service to ensure compliance with these Terms of Use. This includes, but is not limited to, tracking, and analysing IP addresses, MAC addresses, device IDs, access logs ad geolocation data used to access the service.

• If FLM detects any unauthorised use, concurrent login from geographically inconsistent locations, or access from devices that suggest a violation of these Terms of Use, FLM may, at its sole discretion:

• Restrict of suspend access to the service;
• Charge additional license fees retrospectively for unauthorised use; and/or
• Terminate your subscription with immediate effect without refund; and/or
• Pursue legal remedies available under applicable laws.

• You are responsible for ensuring that all devices used to access the service are secure and used in accordance with these Terms of Use. Any unauthorised access or use arising from your failure to protect your credentials or devices will be your responsibility.

7. WARRANTIES AND LIMITATIONS ON LIABILITY

• The FLM service is provided “as is” and “as available”. To the fullest extent permitted by law, FLM disclaims all warranties, express or implied, including fitness for a particular purpose, and does not warrant that the service will be uninterrupted or error-free, to the extent permitted by law, you waive any indirect, special or consequential damages.

• You agree to indemnify, defend (at FLM’s request), and hold FLM harmless, its affiliates, officers, directors, employees licensors and agents (collectively “FLM Parties”) from and against any and all claims, demands, liabilities, damages, losses, costs and expenses (including legal fees) arising out of or in connection with:

• Any actual or alleged breach of these Terms of Use by you or anyone using your account or credentials;

• Your unauthorised or improper use of the FLM service, including but not limited to violation of any applicable law or regulation, or use of the service in a manner inconsistent with its intended purpose;

• Any claim that your use of the FLM service or content infringes or violates the intellectual property rights or other rights of any third party;

• Any third-party claims arising out of or related to your use of the service, including claims based on advertising, marketing or broadcasting FLM content in a way that was not expressly permitted;

• Any loss or damage to property, data, equipment, networks or systems (whether belonging to FLM, its partners or any third party) caused by your actions or omissions, including negligent, reckless, willful or fraudulent conduct;

• Any unauthorised access to or misuse of FLM systems, networks, or data arising from your account, including where such access or misuse leads to a data breach, unauthorised disclosure or violation of data protection laws;

• The indemnity obligation set out in clause 2 above will survive the termination of your Subscription and/or your use of the FLM service.

8. INTELLECTUAL PROPERTY

• All content made available through the FLM service, including without limitation all music tracks, audio recording, playlists, user interfaces, branding, artwork, graphics software, metadata, underlying source code, trademarks, trade names and all other intellectual property (“FLM Content”), is the sole and exclusive property of FLM.

• FLM owns all rights, title and interest in and to the FLM Content, including all copyrights, trademarks and any other intellectual property rights in any jurisdiction, no right, title or ownership of the FLM Content is transferred to you or any other person under these Terms of Use, except for the limited, revocable licence expressly granted under clause 6 above.

• You are strictly prohibited from copying, recording, reproducing, reverse engineering, modifying, adapting, distributing, publishing, transmitting, licensing, reselling or otherwise exploiting any FLM Content for any purpose other than expressly permitted under these Terms of Use.

• All music is fully owned and directly licensed by FLM. No third-party collection society, publisher, aggregator or intermediary has any claim to or interest in the use of the music made available through the FLM service.

• Any unauthorized use of FLM Content in contravention of these Terms of Use will constitute a material breach and may result in immediate suspension, termination retrospective billing and/or legal action whether civil or criminal.

9. THIRD-PARTY SERVICES

• You acknowledge that FLM may rely on third-party service providers for certain aspects of the FLM service, including but not limited to streaming infrastructure, content delivery networks, hosting services, data storage and licensing validation platforms.

• While FLM selects its third-party providers with due care, FLM does not warrant or guarantee the uninterrupted availability or performance of the service where interruptions, delays degradation of quality or failures are caused by such third-party services or infrastructure or its own services or infrastructure.

• To the fullest extent permitted by law, FLM will not be held liable for any direct, indirect, incidental, special or consequential loss, damages or costs, including but not limited to loss of revenue, business interruption or reputational harm arising from or related to:

• Failures or outages in its own or in third-party’s streaming, hosting or networking services;
• Errors or delays in data processing, licensing validation or systems performed by itself or by third-party systems;
• Security breaches, unauthorised access or data loss attributable to its own systems or third-party systems.

• As a Subscriber you acknowledge that the availability and quality of the FLM service may vary depending on factors outside of FLM’s reasonable control, including the performance and availability of third-party services as referred to above.

10. DATA USE AND SUBSCRIBER CONSENT TERMS

• By subscribing as a Subscriber of the FLM service, you explicitly consent to the collection, storage, use and processing of your personal information by FLM in accordance with these Terms of Use and applicable data protection laws. This includes, but is not limited to your name, business name, email address, physical address, phone number, IP address, device type, payment details and usage behaviour.

• FLM collects personal and business related information for the following purposes:

• To create and manage your FLM account;
• To process billing and payments;
• To provide customer service and technical support;
• To deliver streaming services and relevant content;
• To comply with applicable laws and regulations.

• By subscribing to the FLM service, you agree that FLM may use your personal information to:

• Send you marketing emails, promotional messages and product announcements;
• Notify you about service updates, new content or account features;
• Share any relevant partner promotions or service enhancements
• Inform you of the status of your subscription;
• Inform you of any changes to these Terms of Use.

• You can opt out of non-essential marketing or communications at any time by using the unsubscribe link included in FLM email.

• You agree that FLM may send you notifications via email, SMS, in-app alerts, or push notifications related to your account status, service functionality, billing, and customer support. These communications are considered essential to your use of the service and are not subject to opt-out.

• You consent to FLM tracking your location, device usage, browser type and system configurations using cookies and telemetry analytics to:

• Enhance streaming performance;
• Detect unauthorised access or geo-spoofing;
• Tailer content and optimize recommendations.

• Location data may be used to enforce territorial licensing restrictions and audit compliance.

• You acknowledge and agree that FLM may engage third-party service providers for infrastructure hosting, customer relationship management, analytics, email distribution and payment processing. These providers may process or store your personal information on their own terms and conditions.

• FLM will retain your personal information for the duration of your subscription and as long as necessary to comply with legal obligations, resolve disputes, or enforce agreements. Data may be anonymized or deleted upon written request, subject to operational or legal constraints.

• FLM implements commercially reasonable security measures to protect your personal data. However, no digital system is immune from intrusion, cyberattack or accidental disclosure. You agree that FLM and it directors, employee, shareholders affiliate processors, suppliers and vendors will not be liable for any direct, indirect, incidental, consequential or special damages or any class of damages arising from any unauthorised access, breach, loss of theft of your personal data or information.

• You acknowledge and agree that your data may be transferred to and processed in countries with different privacy law than your country of residence. FLM will take appropriate reasonable measures to ensure adequate protection of your data consistent with applicable legal requirements.

• You have the right to access, correct or request the deletion of your personal information by contacting us at info@flm.audio.

11. TERMINATION FOR CAUSE AND SUSPENSION

• FLM reserves the right to immediately terminate or suspend your subscription, access to the service and any associated licenses without notice to you in the event of:

• A material breach of the Terms of Use;
• The use of unapproved or external music sources in conjunction with the FLM service or branding;
• The use of VPN’s, proxy server, geolocation proofing, or any other method intended to bypass regional restrictions or licensing controls;
• Any chargeback, failure, or refusal to pay subscription fees when due;
• Abusive, threatening or harassing conduct directed at FLM staff, representatives, systems or service interfaces (including attempts to exploit or compromise the system’s functionality)

• In such cases, FLM may:

• Suspend your access to the service immediately;
• Demand payment for any unauthorised use of the service; and/or
• Pursue civil or criminal remedies where applicable.

• Termination under this clause will be without prejudice to any other rights FLM may have at law.

• In the event of a termination by FLM, FLM will not refund you for any partial periods of use of the service or unused service.

• Notwithstanding what is stated above, FLM may temporarily suspend your access to the Service without notice for reasons including suspected breach, maintenance, security threats or technical failures. No compensation is due during periods of suspension.

12. DIPSUTE RESOLUTION

• In the event of any dispute or claim arising out of or relating to the Terms of Use, including their breach, termination, enforcement, interpretation or validity, the parties will first attempt to resolve this dispute amicably through good-faith negotiations and written correspondence.

• If the dispute is not resolved within 14 (fourteen) days arising, it will be finally resolved by binding arbitration conducted in Johannesburg, South Africa, in accordance with the provisions of the Arbitration Act, 42 of 1965 (as amended or replaced from time to time).

• The arbitration will be conducted in English before an independent counsel or attorney (of not less than 10 years’ standing) appointed by FLM in its sole discretion, provided that such appointment will be made in good faith and with due regard to independence and impartiality of the arbitrator.

• The arbitrator’s decision will be final and binding on the parties and may be made an order of the High Court of South Africa, Gauteng Local Division, Johannesburg to which jurisdiction the parties both agree. The arbitration proceedings and any related documents will be kept confidential by all parties.

• To the maximum extent permitted by law, the Subscriber waives its right to participate in any class action, collective or representative action or proceeding, whether in arbitration or in court. The parties agree that any claims or disputes must be brought solely in their individual capacities and not as a plaintiff or class Subscriber in any purported class, collective or representative proceeding. The arbitrator will have no authority to consolidate claims or award relief on a class-wide or group basis.

• Nothing is this clause will prevent either party from approaching the High Court of South Africa, Gauteng Local Division, Johannesburg for urgent interim relief, including but not limited to interdicts or orders for specific performance pending the outcome of arbitration.

• Each party shall bear its own legal costs unless the arbitrator directs otherwise, and the parties will share the arbitrator’s fees and expenses equally.

13. GENERAL

• These Terms of Use will be governed by and construed in accordance with the laws of the Republic of South Africa but may not limit any consumer protection rights that you may be entitled to under the mandatory laws of the country in which the service is provided to you in.

• FLM may amend these Terms of Use from time to time. FLM will notify you of changes to these Terms of Use once they become effective. Should you not wish to accept the changes to the Terms of Use, you can cancel your Subscription on notification of the changes. Your continued use of the service after a change to these Terms of Use have become effective constitutes your consent to the relevant changes.

• In the event of any provision or provisions of these Terms of Use be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions will remain in full force and effect.

• Should the FLM service or any part of it not be available for streaming at any time as a result of events beyond FLM’s reasonable control, including, but not limited to: power or server outages, acts or failures of any kind by third parties such but not limited to network providers, wars, riots, strikes, social unrest, and/or any other events or factors beyond FLM’s reasonable control. Reasonable efforts to notify you in advance, to the extent possible and permissible by law, FLM will not be held liable should such events occur.

• This Agreement constitutes the entire agreement between FML and the Subscriber and supersedes all prior understandings, representations or agreement, whether written or oral, relating to this content of this Agreement.

• All notices and account information will be provided to you electronically.

14. CONTACT US

• For questions about these Terms of Use or your Subscription, please contact is at info@flm.audio