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    Effective Date: September 17, 2014

    Last Updated: October 31, 2018

     

    • Introduction and Eligibility

     

    Please read these Terms of Use (“Terms”) carefully before using the Service (as defined below).

    These Terms include our Privacy Policy splice.com/terms, which is incorporated by reference into these Terms.  

    AS FURTHER DESCRIBED BELOW, THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, UNLESS YOU ARE LOCATED IN A JURISDICTION THAT PROHIBITS THE EXCLUSIVE USE OF ARBITRATION FOR DISPUTE RESOLUTION.  THESE TERMS ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE, TO THE FULLEST EXTENT PERMITTED UNDER LAW.  Please review the “Arbitration, Class Waiver, and Waiver of Jury Trial” Section below for the details regarding your agreement to arbitrate any disputes with Company.

        1. Binding Agreement.  These Terms are a binding agreement between you, a User (as defined below), and Distributed Creation Inc. d/b/a Splice and its affiliates and subsidiaries (collectively, “Company,” “we,” “us”).  “User” means a visitor to the Service.  You accept these Terms each time you access the Service.  If you do not accept these Terms, then do not use the Service.  

        2. Revisions to Terms.  We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you may be required to accept the modified Terms in order to continue to use the Service.  Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 1.b, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

        3. Children.  No part of the Service is directed to persons under the age of 13.  IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.  By using the Service, you represent and warrant you are at least 18 years of age. If you are under 18 years of age, then you affirm that you possess the legal consent of your parent or guardian to access and use the Service.  

        4. The terms “Post” and “Posting” as used in these Terms means submitting, uploading, publishing, displaying, or similar action on the Service.

     

    • The Service

     

      1. The “Service” means the website located at www.splice.com and any associated software, applications (including mobile applications) (each, an “App”), and Internet services under our control, whether partial or otherwise, used in connection with the services we provide.  The Service streamlines the process of creating, saving, and sharing original music by introducing collaboration and version-control techniques to the powerful digital audio workstations currently used by musicians.  The Service offers an online platform for you to Post original sound recordings and the musical works embodied therein, collaborate with others to make music, and share sound recordings across the Internet. As the Service evolves, we reserve the right to make changes to the Service in our sole discretion.  You agree to these Terms in consideration of your use of the Service and other good and valuable consideration, the receipt and sufficiency of which you acknowledge.

    If you access the Service through a mobile device, then you are responsible for all charges you incur, including data fees, from your wireless service carrier.

    We use third-party services to help us provide the Service, but such use does not indicate that we endorse them or are responsible or liable for their actions.

        1. Third-Party Services.  The Service may link to websites owned by third parties (“Third Party Sites”).  If you use these links, then you will leave the Service.  Some Third Party Sites may use Company Content (defined below) under a license from us.  We are not responsible for these Third Party Sites, whether or not we are affiliated with such Third Party Sites.  Through our use, we do not endorse the organizations sponsoring such Third Party Sites or their products or services.  We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings you may have on or through a Third Party Site or as a result of the presence of any third-party advertising on the Service.

     

    • Account Creation and Your Account

     

        1. To use some parts of the Service, such as Posting or Splicing Tracks (as set forth in Section 5), you must create an account by providing a valid email address, username, password and other information as prompted by the registration form.  When registering, you are prohibited from selecting or using as a username: (i) a name of another person with the intent to impersonate that person; (ii) a name that is subject to any rights of a person other than you without appropriate authorization; or (iii) a name that is otherwise offensive, vulgar or obscene.  For example, you may not register using the name of a musical artist (e.g., Tiesto) unless you have the rights to such name. You represent and warrant that the information you provide to us upon registration and at all other times will be true, accurate, current, and complete. We reserve the right to reject any username or to terminate your username and give such username to another user of the Service in our sole discretion, and without any liability to you.  We also reserve the right to create verified User accounts and to require additional information from you in order to provide you with a verified User account. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.

        2. Your Log-In Credentials.  You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials.  You must notify us immediately at support@splice.com if you believe the confidentiality of your log-in credentials has been compromised or if you suspect unauthorized use of your account.  We will not be liable for any loss or damage arising from unauthorized use of your credentials.

        3. You represent and warrant that if you create an account and use the Service on behalf of a business entity (e.g., a corporation), then you have the authority to bind the business entity in legal agreements and contracts and, by using the Service, bind such business entity to these Terms.

     

    • Communications

     

        1. You agree to receive email from us at the email address you provided to us for customer service-related purposes.

        2. Electronic Notices.  By using the Service or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service.  If we learn of a security system’s breach, then we may attempt to notify you electronically by posting a notice on the Service or sending an email to you. You may have a legal right to receive this notice in writing.  To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at support@splice.com.

     

    • Your License to Us and Other Users

     

      1. Definitions.

        1. “CC-BY-NC-SA” means the Creative Commons Attribution-NonCommercial-ShareAlike 4.0 International license.

        2. “Collaboration License” is a license that Creators of Tracks grant to their Collaborators.  Under the Collaboration License, the Creator hereby grants each Collaborator an irrevocable, royalty-free license to Splice the Creator’s Track solely within the Creator’s project workspace for that Track.

        3. “Collaborator” means a User who is invited to Splice a Track by that Track’s Creator.  

        4. “Creator” means a User who Posts a Track that has not been Spliced to the Service or a User that is deemed a Creator as described in Sections 5.h(i)(2)and 5.h(ii).

        5. “Private” is a Splice Setting for a Track that is only available to the Creator and Collaborators.

        6. “Private Remix License” is a license that Creators of Public Tracks grant to Users who Splice the Creator’s Public Track as a new Private Track.  Under the Private Remix License, the Creator hereby grants each User who Splices the Creator’s Public Track as a new Private Track a royalty-free license to Splice the Creator’s Public Track solely as a new Private Track.  For the avoidance of doubt, the Private Remix License only applies to Private Tracks that are Spliced from Public Tracks and does not apply if such a Private Track is made Public.

          1. “PRO” means a musical works performing rights organization (e.g., ASCAP, BMI, and SESAC).

          2. “Public” is a Splice Setting for a Track that permits any User to Splice that Track.

          3. “Splice” means to access, download, use, perform, transmit, display, reproduce, modify, adapt, prepare derivative works of, synchronize, and combine a Track with any other material, in whole or in part, and in any media formats, now known or hereafter created.

          4. “Splice Setting” is a setting you apply to a Track that dictates who may Splice such Track.  Private and Public are Splice Settings.

          5. “Spliced Tracks” means Tracks that have been Spliced.

          6. “Track” means any User Content you Post that is a musical work or sound recording, including any embodiment of a musical work or sound recording, such as an Ableton Live session file.

          7. “Use” means to reproduce, distribute, publicly display, transmit, synchronize, communicate to the public, make available, publicly perform (including by means of digital audio transmissions) on a through-to-the audience basis, create derivative works from, transmit to Third Party Sites, and otherwise use and exploit.

          8. “User Content” means any material that you Post to the Service, including, without limitation, musical works, sound recordings (including Tracks and Spliced Tracks), literary works, photographs, audiovisual works, artwork and Other Content (as defined in Section 11).

        1. We Claim No Ownership. You or a third-party licensor, as appropriate, retain all intellectual property rights to the User Content you Post to the Service.  We do not acquire ownership to any User Content Posted to the Service. This also means that you are responsible for protecting any of your rights in your User Content (including any User who violates the license you grant to such other User pursuant to Section 5.h (e.g., a User who Uses a Spliced Track for commercial purposes), and we need not enforce a violation of these Terms by another User as it pertains to your User Content, although we reserve the right to terminate the rights of such Users to use the Service.  

        2. User Content.  You represent and warrant that any User Content you Post to the Service is truthful, accurate, not misleading, and offered in good faith, and that you have all rights, licenses, permissions, and authorizations necessary to Post the User Content to the Service and grant the rights to the User Content set forth in these Terms.  You acknowledge and agree that, subject to your Splice Settings, your User Content is non-confidential and non-proprietary, except as otherwise agreed upon between you and us, and we may use your User Content for any purpose or disclose your User Content to any third party with or without notice to you and without liability to us.  

        3. License Grant From You to Us.  Subject to your Splice Settings, you hereby grant us an unrestricted, assignable, sublicenseable, revocable, royalty-free license throughout the universe to Use all User Content you Post to the Service, through any media and formats now known or hereafter developed, for the purposes of (i) advertising, marketing, and promoting the Company and the Service; (ii) sharing information about your User Content with third parties and Third Party Sites, including Users; and (iii) Using your User Content on and through the Service as authorized in these Terms, including, but not limited to, for the purpose of Splicing.  You also grant us a royalty-free license to Use your name, image, voice, and likeness as made available by you or on your behalf through the Service in conjunction with advertising, marketing, or promoting you, your User Content, the Company, or the Service. For the avoidance of doubt, the rights granted in the preceding sentences of this Section 5.d include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform sound recordings (and the musical works embodied therein), all on a royalty-free basis.  This means that you are granting us the right to Use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a PRO, a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content. Notwithstanding anything to the contrary in this Section 5.d, if your User Content is a Track, then we will exercise our rights under this Section 5.d in a manner consistent with the Splice Setting you have chosen for such Track.  For example, if you’ve indicated that a Track is Private, then we will exercise the rights to such Track under this Section 5.d in a manner consistent with your intent to keep it private (e.g., not use such Track to advertise, market, and promote the Company and the Service for so long as the Track is set to Private).

        4. You Must Have Rights to the Content You Post.  Do not Post any User Content to the Service if you are not the copyright owner of, or are not fully authorized to grant rights in, all of the elements of the User Content you intend to Post to the Service.  In addition, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you cannot Post such sound recordings to the Service unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to sublicense us pursuant to these Terms.  For example, the use of clips of third party sound recordings are not permitted on the Service unless you have cleared all rights to the sampled sound recordings. You represent and warrant that: (i) you own the User Content you Post on or through the Service or otherwise have the right to grant the license set forth in these Terms; (ii) the Posting and use of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; (iii) the Posting of your User Content on the Service will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (iv) the posting of your User Content on the Service does not result in a breach of contract between you and a third party.  You agree to pay all monies owing to any person as a result of Posting your User Content on the Service, including any subsequent Posting to the Service by any Users who have Spliced your User Content.

        5. Specific Rules for Musical Works.  If you are a composer or author of a musical work and have affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms to us.  You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms or have such music publisher enter into these Terms with us.  Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in these Terms.

        6. Through-To-The-Audience Rights.  All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of Third Party Sites will not have any separate liability to you or any other third party for User Content Posted or Used on such Third Party Sites via the Service.

        7. Licenses Between Users.

          1. Public Tracks.  If you Post or Splice a Public Track, you are subject to the following terms with respect to such Public Track.

            1. If you are the Creator of a Public Track, you hereby grant each User who Splices your Public Track and creates a new Track within such User’s workspace: (A) while the Splice Setting for that Spliced Track is Private, a Private Remix License; and (B) while the Splice Setting for that Spliced Track is Public, a worldwide, non-exclusive, royalty-free, perpetual (for the duration of the copyright in the Track), and transferable license to Use such Public Track under the terms of the CC-BY-NC-SA.

            2. If you are a Collaborator on a Public Track, the Creator hereby grants you a Collaboration License and you hereby grant the Creator an irrevocable, perpetual, royalty-free license to Use any of your User Content incorporated into the original Public Track.   You may also Splice such Public Track in your own workspace. In that case, if you make your Spliced Track Public (subject to the Creator’s prior authorization), then the licenses in Section 5.h(i)(1) will apply as if you are the Creator.

          2. Private Tracks.  If you are a Collaborator on a Private Track, then the Creator hereby grants you a Collaboration License and you hereby grant the Creator an irrevocable, perpetual, royalty-free license to Use any of your User Content incorporated into the original Private Track.  If – and only if – you obtain the Creator’s permission, you may Splice such Private Track in your own workspace. In that case, if you make your Spliced Track Public (subject to the Creator’s prior authorization), then the licenses in Section 5.h(i)(1) will apply as if you are the Creator.  

        8. Waiver of Rights.  Subject to your Splice Settings, by Posting User Content (including Spliced Tracks) to the Service, you waive any rights to prior inspection or approval of any Spliced Tracks or other materials related to such User Content.  You further waive any and all rights of privacy, publicity or any other rights of a similar nature in connection with your User Content or to any Spliced Tracks incorporating your User Content, or any portion thereof. If any moral rights are not transferable or assignable, then you waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to the Service or to any Spliced Tracks incorporating your User Content, during the term of these Terms.  You waive any rights you may have regarding your User Content being altered or manipulated in any way that may be objectionable to you, but please let us know if you object to any such uses and where appropriate in our sole discretion, we will attempt to address your concerns. We reserve the right to refuse to Post any User Content in our sole discretion.

     

    • Splice Sounds.  Splice Sounds is a subscription service (“Splice Sounds”) that allows Users to purchase a fixed number of credits (“Credits”) per month to redeem for downloads of samples and other materials from the Service (materials available for download through Splice Sounds are “Sounds”).  Only downloads of Sounds require a Credit; previewing or auditioning a Sounds, organizing Sounds into your personal collection and saving a Sound to “Your Sounds” for future use, in each case without downloading a Sound, does not require a Credit.  Once you redeem a Credit for a Sound, you may re-download that Sound an unlimited amount of times from Splice Sounds without using additional Credits.

     

        1. License. Sounds are licensed, not sold, to you.  Subject to Section 6.b below, you are granted a non-exclusive, non-transferable, perpetual right to use Sounds you obtain through Splice Sounds in combination with other sounds in music productions to create derivative works.  This means that, subject to Section 6.b, you may modify, reproduce, publicly perform, distribute, transmit, communicate to the public and otherwise use Sounds, including for commercial purposes.

        2. License Restrictions.  You may not (i) use the Sounds in isolation as sound effects or as loops, (ii) use Sounds in a manner competitive to Company or its licensors, or (iii), sell, loan, share, lend, broadcast, rent, lease, assign, distribute, or transfer all of the Sounds to a third party except as incorporated into a derivative music production.  Additionally, for clarity, you may not use the name, image, or likeness of the artist associated with a Sound in any way without that artist’s express written permission. 

        3. Ownership.  You are free to register a copyright in a derivative work you create using a Sound (“Your Work”).  However, you do not own the copyright in the Sound, and if you submit a takedown notice to any third party sites for Your Work, then you are responsible for ensuring that such takedown notice is not being issued for a different work on the basis that the different work includes the same Sound.  Submitting a takedown notice in violation of The Digital Millennium Copyright Act of 1998 (the “DMCA”) may subject you to liability for damages under Section 512(f) of the U.S. Copyright Act.

        4. Fees and Billing.  The subscription fee for Splice Sounds (the “Subscription Fee”) will be set forth on the Service.  Unless you have a free trial, upon signing up for Splice Sounds, we will charge the payment method you input on the Service for the Subscription Fee.  If you have a free trial, then you will be charged upon the earlier of (i) the end of your free trial period and (ii) your attempt to download a Sound that costs more than zero Credits.

        5. Auto-Renewals.  Your Splice Sounds subscription will auto-renew each month until you cancel it. You may also upgrade or downgrade your subscription through your account page. UNLESS YOU HAVE A FREE TRIAL, YOU MUST PAY FOR YOUR SUBSCRIPTION TO SPLICE SOUNDS PRIOR TO USING SPLICE SOUNDS.  BY PURCHASING A SUBSCRIPTION TO SPLICE SOUNDS, YOU AGREE THAT, ONCE YOUR SUBSCRIPTION EXPIRES, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE MONTHLY PERIODS UNLESS YOU CANCEL YOUR SUBSCRIPTION AS FURTHER DESCRIBED BELOW. YOU AUTHORIZE COMPANY TO CHARGE THE PAYMENT METHOD THAT OUR SERVICE PROVIDER HAS ON FILE FOR YOU TO PAY FOR ANY RENEWAL SUBSCRIPTION.  YOU WILL BE BILLED FOR THE SAME SUBSCRIPTION PLAN (OR THE MOST SIMILAR SUBSCRIPTION PLAN, IF YOUR PRIOR PLAN IS NO LONGER AVAILABLE) AT THE THEN-CURRENT MONTHLY SUBSCRIPTION FEE PLUS ANY APPLICABLE TAXES. WE WILL CHARGE YOUR PAYMENT METHOD FOR THE SUBSCRIPTION FEE EACH MONTH ON THE DAY CORRESPONDING TO THE DATE YOU SIGNED UP FOR SPLICE SOUNDS, OR, IF NO SUCH DATE EXISTS IN A GIVEN MONTH, THEN THE LAST DAY OF SUCH MONTH.  SUBSCRIPTION FEES MAY CHANGE AT ANY TIME, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

        6. Refunds; Cancellation.  YOU MAY CANCEL YOUR SUBSCRIPTION TO THE SPLICE SOUNDS AT ANY TIME, AFTER WHICH WE WILL NOT RENEW YOUR SUBSCRIPTION.  TO CANCEL YOUR SUBSCRIPTION, PLEASE VISIT THE BILLING SECTION OF YOUR ACCOUNT PAGE. IF YOU CANCEL YOUR SUBSCRIPTION, THEN YOUR CANCELLATION WILL BE EFFECTIVE AT THE END OF THE SUBSCRIPTION MONTH IN WHICH YOU CANCEL. FURTHER, COMPANY MAY CANCEL A USER’S SUBSCRIPTION WITHOUT PROVIDING A REFUND IF SUCH USER BREACHES THESE TERMS.  

     

    • Premium Add-Ons.  The Service may provide you with an opportunity to purchase premium services and features developed by third parties, such as plug-ins (“Premium Add-Ons”).  If you purchase a Premium Add-On through the Service, then any problems or support issues must be resolved with the third party developer of such Premium Add-On.  

     

        1. License Terms.  Premium Add-Ons may be accompanied by separate license terms, which are subject to Section 9.c.  If you purchase a Premium Add-On through a rent-to-own payment plan (“Payment Plan”), then you are purchasing a month-to-month license for the duration of the Payment Plan, at the end of which (if you have made all of your payments), your monthly license will be converted to a perpetual license.  If you cancel your Payment Plan or put your Payment Plan on hold, as set forth in Section 7.e, you will lose your monthly license to the Premium Add-On unless and until you restart your Payment Plan. You will only have a perpetual license to a Premium Add-On under a Payment Plan upon paying the last installment of your Payment Plan.

        2. Fees and Billing.  The prices for Premium Add-Ons will be set forth on the Service (the “Price”).  If you opt into a Payment Plan, then you will pay a fraction of the Price each month (each, an “Installment”) for the number of months set forth on the Service, until the Price is fully paid off.  For clarity, you may pay off the Price at any time during your Payment Plan. Unless you have a free trial, upon purchasing a Premium Add-On, we will charge the payment method you input on the Service for either the Price or the Installment, as selected by you.  If you have a free trial, then you will be charged at the end of your free trial period.

        3. Payment Plans.  If you have a Payment Plan, then Splice will charge your payment method each month for the Installment until you cancel it or place it on hold. UNLESS YOU HAVE A FREE TRIAL, YOU MUST PAY FOR AT LEAST ONE INSTALLMENT PRIOR TO USING A PREMIUM ADD-ON.  BY PURCHASING A PREMIUM ADD-ON SUBJECT TO A PAYMENT PLAN, YOU AGREE THAT SPLICE WILL CHARGE YOUR PAYMENT METHOD EACH MONTH FOR THE PRICE OF AN INSTALLMENT UNTIL THE COMPLETE PRICE IS PAID OFF, UNLESS YOU CANCEL YOUR PAYMENT PLAN OR PUT IT ON HOLD, AS FURTHER DESCRIBED BELOW.  YOU AUTHORIZE COMPANY TO CHARGE THE PAYMENT METHOD THAT OUR SERVICE PROVIDER HAS ON FILE FOR YOU TO PAY FOR ANY INSTALLMENTS. WE WILL CHARGE YOUR PAYMENT METHOD FOR THE INSTALLMENT EACH MONTH ON THE DAY CORRESPONDING TO THE DATE YOU PURCHASED THE PREMIUM ADD-ON, OR, IF NO SUCH DATE EXISTS IN A GIVEN MONTH, THEN THE LAST DAY OF SUCH MONTH.  

        4. Cancellation.  YOU MAY CANCEL YOUR PAYMENT PLAN AT ANY TIME, AFTER WHICH YOU WILL NO LONGER HAVE ACCESS TO THE PREMIUM ADD-ON.  TO CANCEL YOUR SUBSCRIPTION, PLEASE VISIT THE BILLING SECTION OF YOUR ACCOUNT PAGE. IF YOU CANCEL YOUR PAYMENT PLAN, THEN YOUR CANCELLATION WILL BE EFFECTIVE AT THE END OF YOUR THEN-CURRENT BILLING CYCLE, SUBJECT TO SECTION 7.e BELOW.  FURTHER, COMPANY AND ITS LICENSORS RESERVE THE RIGHT TO CANCEL A USER’S PAYMENT PLAN WITHOUT PROVIDING A REFUND IF SUCH USER BREACHES THESE TERMS.

        5. Resuming Payment Plans.  If you cancel your Payment Plan in accordance with these Terms, then you may be able to restart your Payment Plan in the future.  If you restart your Payment Plan, your account will reflect any Installment payments made by you prior to your cancellation. Without limiting the foregoing, Splice does not make any guarantee that any Premium Add-On will be available once you restart a Payment Plan.    

     

    • Promotional Codes.  From time to time, in connection with other promotional activities for Sounds made available on Splice Sounds, we may offer promotional codes (“Codes”) that can be redeemed as Credits for Sounds.  Codes are for personal and non-commercial use only and may not be duplicated, sold or transferred in any manner.  Only one Code can be used per User in connection with each promotion. We reserve the right to disable any Code in our sole discretion.  Codes (a) may only be used pursuant to the specific terms that we establish for such Code; (b) are not valid for cash; and (c) may expire prior to your use. We reserve the right to withhold or deduct Credits or other features or benefits obtained through the use of Codes by you in the event that we determine or believe that the use or redemption of a Code was in error, fraudulent, illegal, or in violation of the applicable Code terms or these Terms.

    • Our Content Ownership and Use

     

      1. The contents of the Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and our content (collectively, “Company Content”).  All Company Content and the compilation (meaning the collection, arrangement, and assembly) of all Company Content are the property of Company or its licensors and are protected under copyright, trademark, and other laws.  

      2. License to You.  We authorize you, subject to these Terms, to access and use the Service and the Company Content (provided, however, that licenses to Sounds are subject to Section 6 and licenses to Premium Add-Ons are subject to Section 7), and to install any Apps, solely for the use of the services we provide, at our discretion.  Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Company Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Company Content on any copy you make of the Company Content.

    You may not copy, reproduce, republish, upload, post, transmit, or distribute any material made available on or through the Service in any way without written permission of the copyright owner, excluding (a) Tracks, which are governed by Section 5 and (b) Sounds, which are governed by Section 6.  You may not download or copy materials that we do not make expressly available for download without our prior written permission. Modification of materials obtained from the Service, including, but not limited to, User Content, for any purpose not authorized in the Terms is a violation of our copyrights and other proprietary rights or those of our licensors, unless you have obtained express written authorization to the contrary.

        1. Additional Licenses.  Certain materials made available for download from or through the Service may be subject to additional or different license terms and conditions, such as terms and conditions set forth in a Creative Commons license or the terms applicable to Sounds.  Any such terms and conditions will be identified in advance for such materials, and by downloading any materials governed by any other license terms and conditions, you agree to be bound by and comply with such terms and conditions.

        2. No Implied Rights.  There are no implied licenses granted in these Terms.  All rights not granted herein are expressly reserved by us, our licensors, or the copyright owner of any User Content.

        3. Company Marks.  Splice, the Splice logo, and other Company logos and product and service names are or may be our trademarks (the “Company Marks”). Without our prior written permission, and except as solely enabled by any link we provide, you agree not to display or use in any manner the Company Marks.

     

    • Profile Page

     

        1. You may create a personal page (your “Profile”) on the Service on which you showcase your Tracks, in accordance with your Splice Settings.  The Tracks you Post to your Profile will be subject to the license grants and other covenants, representations, and warranties set forth in these Terms.

        2. Disclosure.  Profiles are public by default, but your Tracks are not (except for Spliced Tracks of Public Tracks).  You are responsible for choosing a Splice Setting for each Track. Except as set forth in this Section 10.b, if you do not choose a Splice Setting, then we will default to “Private” for your Track.  

     

    • Other Content.  We may also provide areas for Users to comment and Post artwork and other materials that are not Tracks (all User Content that is not a Track is “Other Content”); Other Content is subject to the license grant and restrictions set forth in Section 5 (excluding those provisions applicability only to Tracks).  Other Content includes User Content that is Posted in connection with a Track, but is not a Track (e.g., artwork). Posting Other Content is a privilege, not a right, and we may terminate such privileges of any User at any time and for any reason, without liability to such User.  Harmful, obscene, or offensive content is not welcome and we reserve the right to monitor, edit, pre-screen, and remove Other Content, although nothing herein requires us to monitor, edit or remove any Other Content. If you find objectionable content in any Other Content, then please notify us by sending an e-mail to support@splice.com.  You should exercise discretion, good sense, and sound judgment when Posting Other Content. Once Other Content is Posted, it may live in perpetuity online, and Other Content Posted today could be highly embarrassing or damaging to your credibility or reputation in the future. You are solely responsible for the content of any Other Content.  We do not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any Other Content Posted to the Service. The opinions expressed in any Other Content are to be attributed solely to the person or entity that Posted such content. Any reliance you place on material or information set forth in Other Content is at your own risk.

    • Intellectual Property Policy

     

      1. We respect the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our Users to do the same.  Infringing activity will not be tolerated on or through the Service.

      2. Our intellectual property policy is to (i) remove material that we believe in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Service, and (ii) remove any User Content posted to the Service by “repeat infringers.”  We consider a “repeat infringer” to be any User that has uploaded User Content to the Service and for whom we have received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such User Content. We have discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon our own determination.  

      3. The DMCA provides recourse for intellectual property owners who believe that material appearing on the Internet infringes their rights under U.S. law.  If you believe in good faith that materials posted on the Service infringe your intellectual property rights, then you (or your agent) may send us a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked.  The notice must include the following information:

        1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;

        2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);

        3. Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Service;

        4. Your name, address, telephone number, and email address (if available);

        5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

        6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, then the DMCA permits you to send us a counter-notice.  

      1. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details.  Notices and counter-notices with respect to the Service should be sent to:

     

    Distributed Creation Inc.

    35 East 21st Street, 4th Floor West
    New York, New York 10010

    or copyright@splice.com

      1. Counter Notification.  If you receive a notification from us that User Content you made available on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide us with what is called a “Counter Notification.”  To be effective, a Counter Notification must be in writing, provided to our Designated Agent through one of the methods identified in Section 12.d , and include substantially the following information

        1. A physical or electronic signature of the subscriber;

        2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

        3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

        4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which we may be found, and that the subscriber will accept service of process from the person who provided notification under Section 12.c above or an agent of such person.

     

    A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

      1. False Notifications of Claimed Infringement or Counter Notifications.  The Copyright Act provides that:

     

    [a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [our] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

     

    17 U.S.C. § 512(f).

     

    We reserve the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

    Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.  The foregoing is not intended to provide you with legal advice.

     

    • Suggestions and Submissions. We appreciate hearing from our Users and welcome your comments regarding the Service.  Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (“Creative Ideas”), then we will:

     

          1. have a perpetual, irrevocable, royalty free, fully paid up, assignable, sublicensable, non-exclusive right in and to any Creative Ideas and will own exclusive rights to any derivative works based upon your Creative Ideas created by or for us;

          2. not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Creative Ideas; and  

          3. be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

     

    • User Content Disclaimers, Limitations, and Prohibitions

     

        1. We do not represent or guarantee the truthfulness, accuracy, or reliability of User Content.  You accept that any reliance on material posted by other Users or third-party service providers will be at your own risk.  By using the Service you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.

        2. You are solely responsible for your User Content on the Service.  We do not endorse any, nor are we responsible for, User Content on the Service.  You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, or reliability.  You may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.  

        3. You agree to use the Service only for its intended purpose.  You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws.  The following uses of the Service are prohibited. You may not:

          1. attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Service, user accounts, or the technology and equipment supporting the Service;

          2. take any action that imposes an unreasonable load on the Service’s infrastructure;

          3. frame or link to the Service without permission

          4. use data mining, robots, or other data gathering devices on or through the Service;

          5. Post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;

          6. disclose personal information about another person or harass, abuse, or Post objectionable, pornographic or obscene material;

          7. sell, transfer, or assign any of your rights to use the Service to a third party without our express written consent;

          8. Post advertising or marketing links or content, except as specifically allowed by these Terms;

          9. use the Service after your account has been terminated, without our consent;

          10. use the Service in an illegal way or to commit an illegal act in relation to the Service or that otherwise results in fines, penalties, and other liability to us or others;

          11. access the Service from a jurisdiction where it is illegal or unauthorized;

          12. reproduce any part of the Service;

          13. Post any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in User Content;

          14. Post, transmit or otherwise make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service;

          15. undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Service or any part thereof, or attempt to do any of the foregoing, except as permitted by these Terms, the authorized features of the Service, or by law, or otherwise attempt to use or access any portion of the Service other than as we intend;

          16. solicit personal information from anyone under the age of 18;

          17. promote any criminal activity on the Service; or

          18. assist or permit any persons in engaging in any of the activities described above.

     

    • Consequences of Violating These Terms

     

        1. We reserve the right to suspend or terminate your account and prevent access to the Service for any reason, at our discretion.  We reserve the right to refuse to provide the Service to you in the future.

        2. We may review and remove any User Content at any time for any reason, including if you engage in activity which, in our sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, Users of the Service.

        3. You are responsible for any claims, fees, fines, penalties, and other liability we or others incur caused by or arising out of your breach of these Terms and your use of the Service.

        4. You are solely responsible for maintaining backup copies of any User Content you upload to the Service.  We are not responsible for the deletion or unavailability of any User Content. This includes if we terminate your right to access or use the Service for a violation of these Terms.  We will have no liability to you for denying you access to any User Content you Posted to the Service in the event of a breach of these Terms.

     

    • Our Liability

     

      1. Changes to the Service.  We may change, suspend, or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service or any feature, without notice or liability.

      2. User Disputes.  We are not responsible for any disputes or disagreements between you and any third party you interact with using the Service, including Users.  You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release us of all claims, demands, and damages in disputes among Users of the Service and will not involve us in such disputes.  Use caution and common sense when using the Service and dealing with other Users.

      3. Content Accuracy.  We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Service.  Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Service.  Use the Service at your own risk.

      4. Third-Party Sites.  You are responsible for evaluating whether you want to access or use any Third Party Site.  We are not responsible for and do not endorse any features, content, advertising, products, or other materials on any Third Party Site.  You assume all risk and we disclaim all liability arising from your use of them.

      5. We make no promises and, to the fullest extent permitted by applicable law, disclaim all liability of specific results from the use of the Service.

      6. Released Parties Defined.  “Released Parties” include us and our affiliates, officers, employees, agents, service providers, partners, and licensors.

        1. DISCLAIMER OF WARRANTIES

    TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICE, INCLUDING ANY USER CONTENT, SOUND, OR PREMIUM ADD-ON, IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

        1. LIMITATION OF LIABILITY AND INDEMNIFICATION

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SERVICE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE, INCLUDING USER CONTENT.  IF, PURSUANT TO LAW, ANY OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH DO NOT APPLY TO YOU, THEN YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND COMPANY, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY IN LIGHT OF OUR OFFERING MANY OF THE FUNCTIONALITIES OF THE SERVICE FOR FREE, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT WE WOULD NOT BE ABLE TO OFFER THE SERVICE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.

    TO THE FULLEST EXTENT PERMITTED BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR YOUR USE OF CONTENT, INCLUDING ANY USER CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS YOU HAVE PAID TO COMPANY, IF ANY, DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE OF YOUR CLAIM AGAINST US.

    To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, Premium Add-Ons, Sounds, or User Content, (ii) your use of or reliance on any Company Content, or (iv) your breach of these Terms.  Notwithstanding the preceding sentence, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Released Parties if we, in our reasonable discretion, conclude that you are not adequately protecting the Released Parties’ interests or are incapable of protecting our interests, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent.  We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it but if we are unable to communicate with you in a timely manner because of an inactive e-mail address, then your indemnification obligation will continue notwithstanding our inability to contact you in a timely manner.

     

    • Term and Termination

     

        1. Term.  These Terms, as amended, will be effective commencing with your first use or registration of the Service and will remain in full force and effect throughout your use of the Service, until such time as you terminate your account or we terminate your account, subject to the survival provision of these Terms.

        2. Termination by Us.  We may terminate your use of the Service or any features or functionalities of the Service at any time and for any reason, with or without notice, for conduct violating these Terms or upon our sole determination.  You agree to our broad right of termination. You agree that if your use of the Service is terminated pursuant to these Terms, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, then you will indemnify and hold us harmless from any and all liability that we may incur therefor.  Upon our termination of your use of the Service, we may delete any of your User Content available on or through the Service and terminate your access to your User Content if those materials remain on the Service, without any liability to you.

        3. Termination by You.  You may terminate your use of the Service at any time; you can simply choose to stop visiting or using any aspect of the Service.  If you wish to terminate your account, then e-mail support@splice.com or use any termination functionality that may be offered through the Service.  If you terminate your account, then all of your User Content will be made inaccessible via the Service although copies of your User Content may remain stored on back-up storage media maintained by or for us.  You grant us a royalty-free license to retain such back-up copies of your User Content on storage media maintained by or for us. If you stop using the Service but keep User Content on the Service, then these Terms will continue to apply in full force and effect for so long as such User Content is available on or through the Service.

      1. General Terms.  These Terms constitute the entire agreement between you and us concerning your use of the Service.  Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.  If any provision of these Terms is found by a court of competent jurisdiction to be invalid, then you and us nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.  The laws of the State of New York without reference to its choice or conflicts of law principles will govern these Terms and your use of the Service. You and Company submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in New York, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.  The provisions of these Terms that are intended to survive the termination of these Terms by their nature will survive the termination of these Terms, including, but not limited to, Sections 5 (Your License to Us and Other Users), 7 (Our Content Ownership and Use), 12 (Intellectual Property Policy), 13 (Suggestions and Submissions), 14 (User Content Disclaimers, Limitations, and Prohibitions), 15 (Consequences of Violating these Terms), 16 (Our Liability), 17 (Term and Termination, 18 (General Terms), and 19 (Arbitration, Class Waiver, and Waiver of Jury Trial).

     

    • Arbitration, Class Waiver, and Waiver of Jury Trial

     

      1. We are not a party to, have no involvement or interest in, make no representations or warranties as to, and have no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other User.  Disputes between Users are subject to Section 16.b. This Section governs disputes between a User and us.

      2. Generally. In the interest of resolving disputes between you and Company in the most expedient and cost effective manner, and except as described in Section 19.c, you and Company agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

      3. Exceptions. Despite the provisions of Section 19.b, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

      4. Arbitrator. Any arbitration between you and Company will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Company. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

      5. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Company’s address for Notice is: Distributed Creation, Inc. d/b/a Splice, 35 East 21st St, 4th Floor W, New York, NY 10010. The Notice of Arbitration must: (i) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Company must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Company in settlement of the dispute prior to the award, Company will pay to you the higher of:  (i) the amount awarded by the arbitrator; or (ii) $10,000.

      6. Fees. If you commence arbitration in accordance with these Terms, Company will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Company for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

      7. No Class Actions. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

      8. Modifications to this Arbitration Provision. If Company makes any future change to this arbitration provision, other than a change to Company’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Company’s address for Notice of Arbitration, in which case your account with Company will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

      9. Enforceability. If Section 19.g is found to be unenforceable or if the entirety of this Section 19 is found to be unenforceable, then the entirety of this Section 19 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 18 will govern any action arising out of or related to these Terms.

    Contact Information

    Distributed Creation Inc.

    35 East 21th Street, 4th Floor West
    New York, New York 10010

    support@splice.com

    NOTICE REGARDING APPLE.  You acknowledge that these Terms are between you and Company only, not with Apple, and Apple is not responsible for the Service or the content thereof.  Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant Service to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service.  Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service or your possession and use of the Service infringes that third party’s intellectual property rights.  You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.  If Company provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail.

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