Splice - Terms of Use

3.4 Fees and Billing for Splice Sounds

4. Splice Skills.

Splice Skills is an educational tool which offers instructional audiovisual lessons with top music creators and instructors, each consisting of videos geared toward instruction of a particular production, sound and/or music learning skill ("Lessons"). Not every User will have access to Splice Skills. Access to certain Splice Skills Lessons may be made available to non-subscribing Users or Users at any subscription level at the discretion of Splice.

5. Splice Plugins.

Splice’s plugin platform allows Users to obtain software plugins, related hardware and other gear from Splice and third-party developers (such platform, the “Marketplace” and such plugins and gear, “Plugins”). If you obtain a Plugin through the Service, then any problems or support issues must be resolved with the developer of such Plugin, which may be Splice or a third party, as identified on the Service, unless otherwise set forth on the Service.

5.1. License Terms for Plugins and Marketplace. Plugins are licensed, not sold, to you. You may not sell, sublicense or otherwise transfer the serial number or other identifier of your license to another individual or entity.

5.2. Fees and Billing for Plugins and the Marketplace

6. App License.

Subject to your compliance with the Agreement, Splice grants you a limited non- exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of an App on a single mobile device or computer that you own or control and to run such copy of such App solely for your own personal or internal business purposes; provided that the use of an App in connection with portions of the Service expressly authorized by Splice for commercial use (e.g., with versions of Splice Sounds that can be used commercially) shall not, in and of itself, be deemed a breach of this Section II(6).

7. Certain Restrictions.

You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. In using the Service, you shall not:

Splice, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Service or Splice Property terminates the licenses granted by Splice pursuant to the Agreement. You may use the Service only for its intended purpose.

8. Updates. You acknowledge and agree that Splice may require you to accept updates to the Service that you have installed on your computer or mobile device. You acknowledge and agree that Splice may update the Service with or without notifying you. You may also need to update third-party software from time to time in order to use Service and any third-party software (for example, for certain premium add-ons and Plugins you purchase, license, or otherwise access through the Service).

III. Account Creation and Your Account

1. Registering an Account.

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. You agree that you shall monitor your Account to prevent use by anyone not meeting the eligibility requirements set forth in Section I(2.1) (Eligibility), and you will accept full responsibility for any unauthorized use of the Service by such persons.

3. Enterprise Accounts.

4. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Splice. You may not sell, license or otherwise transfer your Account to any other individual or entity.

5. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Service, including but not limited to, a mobile device that is suitable to connect with and use the Service in cases where the Service offers a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.

IV. Communications

By using the Service or providing personal information to us, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Service, updates concerning new and existing features on the Service, communications concerning promotions run by us or our third-party partners, and news concerning the Splice and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

V. Splice Community

Users may join Splice’s official Discord channel ("Splice Community”). The Splice Community and your use of the same is subject to Discord’s Terms of Service and Privacy Policy (the "Third Party Community Policies”). Splice reserves the right to remove members from the Splice Community if it believes such member has violated the rules of the Splice Community, in its sole discretion. You are responsible for any content you submit in the Splice Community, which is at all times subject to the rules and restrictions of the Third Party Community Policies. You acknowledge that Splice is not responsible for the use or misuse of any content, including but not limited to musical works and sound recordings, literary works, photographs, audiovisual works and artwork you make available on the Splice Community. You further acknowledge that Splice is not obligated to screen any content that may appear on the Splice Community, but has the right to remove any content that may violate the Splice Community rules, in its sole discretion. Splice’s license of Sounds to Users set forth in Section II(3) (Splice Sounds) does not extend to content provided through the Splice Community. A license to Sounds from Splice may only be obtained as set forth in Section II(3) (Splice Sounds).

VI. Splice Marks

Splice, the Splice logo, and other Splice logos and product and service names are registered or unregistered trademarks of Splice (the “Splice Marks”). Without our prior written permission, you may not display or use in any manner the Splice Marks.

VII. Feedback

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you grant Splice an unrestricted, perpetual, irrevocable, non-exclusive, worldwide, fully-paid, royalty-free, fully transferable and sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. You acknowledge that your submission of Feedback is at your own risk and that Splice has no obligations (including, without limitation, obligations of confidentiality, credit or payment) with respect to such Feedback.

VIII. Interactions with Other Users

1. Objectionable Content. By using the Service or the Splice Community, you accept the risk that you might be exposed to content that is objectionable to you.

2. User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with using the Service or the Splice Community, 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 you and other 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.

IX. Fees and Payment Terms

1. Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. As a condition to subscribing to the Service, you must either provide Splice’s Third-Party Payment Processor (defined below in Section XIII (Third-Party Services) with a valid credit card or debit card number (Visa, MasterCard, or any other issuer accepted by us), or allow for payment through your PayPal account (“Payment Provider”). Your Payment Provider agreement governs your use of the designated credit card, debit card, or PayPal account, and you must refer to that agreement, not the Agreement, to determine your rights and liabilities. By providing Splice with your credit card or debit card number or PayPal account and associated payment information, you agree that Splice is authorized to immediately charge your Account for all fees and charges due and payable to Splice hereunder and that no additional notice or consent is required. You agree to immediately notify Splice of any change in your billing address or the credit card, debit card, or PayPal account used for payment hereunder. We may also receive updates to your credit card, debit card, or other payment information from our payment processors. If such changes or updates to your payment information occur after a renewal of your subscription for which Splice has not received payment, we may also change your subscription period in accordance with Section XII(2) (Automatic Renewal). Following any change or update, whether made by you or by us, you authorize us to continue to charge the applicable method of payment. Splice reserves the right at any time to change its prices and billing methods upon notice to you in the Service and by email, which changes will come into effect on the Renewal Date (defined below).

2. Service Subscription Fees. You will be responsible for payment of the applicable fee for any Service (each, a “Service Subscription Fee”) at the time you create your Account and select your package. Except as set forth in the Agreement, all fees for the Service are non-refundable.

3. Third-Party Purchases. Purchase of a Splice subscription or any Splice Plugins or other products via a third-party platform shall be subject to that platform’s terms and conditions and privacy policies. Splice makes no assertions as to the policies of any third party.

4. Taxes. The payments required under Section IX(2) (Service Subscription Fees) of these Terms do not include any Sales Tax (as defined below) that may be due in connection with the services provided under the Agreement. If Splice determines it has a legal obligation to collect a Sales Tax from you in connection with the Agreement, Splice shall collect such Sales Tax in addition to the payments required under Section IX(2) (Service Subscription Fees) of these Terms. If any services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Splice, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Splice for any liability or expense Splice may incur in connection with such Sales Taxes. Upon Splice’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

5. Withholding Taxes. You agree to make all payments of fees to Splice free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Splice will be your sole responsibility, and you will provide Splice with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

6. Free Trials and Other Promotions. Any free trial or other promotion that provides User level access to the Service must be used within the specified time of the trial. At the end of the trial period, your use of the Service will expire, and any further use of the Service is prohibited unless you pay the applicable Service Subscription Fee. If you are inadvertently charged for a subscription, please contact support@splice.com to have the charges reversed. For the avoidance of doubt, all free trials, promo codes and other promotions are subject to the terms, conditions, and limitations presented by Splice with such promotion.

7. Cooling-off Rights for UK and EU Users. If you are based in the UK or EU, you may also cancel the following during the specified time period (each a “Cooling-off Period”): (a) your subscription to the Service, within the first 14 days of signing up to that paid plan (or the free trial associated therewith) or upgrading your plan (when applicable); (b) your purchase of any license within the Service (e.g., for a Plugin), within 14 days of that purchase; or (c) any purchase of additional Credits, within 14 days of that purchase. If you cancel your subscription, upgrade, or any purchase during a Cooling-off Period, we will reimburse in full the applicable payment you have made. However, if you use the Service in any way during a Cooling-off Period (e.g., by commencing a download of a Sound, applying any Credits, or otherwise), you agree that you have expressly agreed to waive your cancellation rights and you will not be entitled to receive either a full or partial refund of the applicable payment you have made. If you sign-up for a free trial you acknowledge that the relevant Cooling-off Period commences on the date of commencement of the free trial, and not on the date of Splice charging the Service Subscription Fee in accordance with these Terms; however, your cancellation and refund rights will not be lost by your use of Services for the purposes permitted within that free trial (e.g., auditioning, liking and organizing samples) during this Cooling-off Period.

X. DISCLAIMER OF WARRANTIES

1. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) THE SERVICE, SPLICE PROPERTY, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND (B) SPLICE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. SPLICE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, THAT ANY OF THOSE ISSUES WILL BE CORRECTED, OR THAT THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICE OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SPLICE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

FROM TIME TO TIME, SPLICE MAY OFFER NEW “BETA” FEATURES, PRODUCTS OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES, PRODUCTS OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SPLICE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES, PRODUCTS OR TOOLS.

2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE SPLICE ENTITIES (AS DEFINED BELOW) ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE SPLICE ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THIRD PARTY SERVICE PROVIDERS, AND OPERATORS OF THIRD-PARTY WEBSITES, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY ADS (AS DEFINED BELOW), AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. SPLICE MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

3. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU UNDERSTAND THAT SPLICE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICE. SPLICE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT POSTED BY USERS OF THE SPLICE COMMUNITY.

4. Third-Party Materials. As a part of the Service, you may have access to materials that are hosted by another party. You agree that it is impossible for Splice to monitor such materials and that you access these materials at your own risk.

XI. LIMITATION OF LIABILITY AND INDEMNIFICATION

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPLICE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, PARTNERS, AND LICENSORS (COLLECTIVELY, “SPLICE ENTITIES”) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SPLICE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SPLICE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF $100 AND THE AMOUNTS YOU HAVE PAID TO SPLICE, IF ANY, DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE OF YOUR CLAIM AGAINST US.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

FOR UK USERS, SPLICE DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY SPLICE’S NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.

You hereby release Splice Entities and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Service, including but not limited to, any interactions with or conduct of other Users or Third-Party Services of any kind arising in connection with or as a result of the Agreement or your use of the Service. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Splice Entity or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website, any App or any Service provided hereunder.

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will indemnify and hold harmless the Splice Entities from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of the Agreement, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right (including, without limitation, in connection with any use of a Splice Sound); or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you will cooperate with our defense of those claims.

XII. Term and Termination

1. Term. The Agreement is effective beginning when you accept the Agreement or first access or use the Service, and ending when terminated as described herein.

2. Automatic Renewal. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically renew on the first day following the end of such period (each a “Renewal Date”) and continue for an additional equivalent period, AND YOUR PAYMENT PROVIDER AUTOMATICALLY WILL BE CHARGED SPLICE’S THEN-CURRENT PRICE FOR SUCH SUBSCRIPTION. BY SUBSCRIBING, YOU AUTHORIZE SPLICE TO CHARGE YOUR PAYMENT PROVIDER NOW, AND AGAIN AT THE BEGINNING OF ANY SUBSEQUENT SUBSCRIPTION PERIOD. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, please contact Splice at support@splice.com or log in and go to the “Billing” section of your “Account” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a refund of any portion of the subscription fee paid for the then-current subscription period. Upon renewal of your subscription, if Splice does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Splice may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be re-activated, and your new subscription period will restart as of the day payment was received).

3. Termination. If you violate any provision of the Agreement or otherwise misuse the Service, Splice may, at its sole discretion, terminate the Agreement or suspend or terminate your access to the Service. We may also change, suspend, or discontinue any aspect of the Service at any time. You may terminate your Account and the Agreement at any time by sending an email to support@splice.com or use any termination functionality that may be offered through the Service.

4. Effect of Termination. Termination of your subscription includes removal of access to the Service and may include barring of further use of the Service. Termination of your subscription also includes deletion of your password and all related information, files and content associated with or inside your Account (or any part thereof). Upon termination of any Service, your right to use such Service will automatically terminate immediately, including any saved Sounds or Stacks. You understand that any termination of the Service may involve deletion of saved Stacks associated therewith from our databases, although copies of Stacks may remain stored on back-up storage media maintained by or for us for a period of time. You grant us a royalty-free license to retain such back-up copies on storage media maintained by or for us. Splice will not have any liability whatsoever to you for any suspension or termination. All provisions of the Agreement which by their nature should survive, shall survive termination of your subscription, including, without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

XIII. Third-Party Services.

1. Third-Party Payment Processor. Splice currently uses Recurly, Inc. and its affiliates, which currently utilizes Stripe, Inc. and its affiliates (for processing credit card and debit card transactions) and PayPal Holdings, Inc. and its affiliates (for processing PayPal transactions) as the third-party payment processor for payment services, (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Payment Processor”). By buying on the Service, you agree to be bound by the Third-Party Payment Processor’s privacy policy (currently accessible at https://recurly.com/legal/privacy/) and its terms of service (currently accessible at https://recurly.com/legal/terms/) and hereby consent and authorize Splice and the Third-Party Payment Processor to share any information and payment instructions you provide with each other to the maximum extent required to complete your transactions.

2. Third-Party Websites, Applications and Ads. The Service may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left the Service and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Splice. Splice is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. Splice provides these Third-Party Websites, Third-Party Applications and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. Your use of all Third-Party Websites, Third-Party Applications and Third-Party Ads shall be at your own risk. When you leave the Service, the Agreement and our policies shall no longer govern. It shall be your responsibility to review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads, and to make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

3. App Stores. When you download an App from a third party such as the Apple App Store or Google Play, you may be subject to additional terms and conditions provided by that third party (each, an “App Store”). With respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. With respect to any App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of an App on a shared basis in accordance with your family plan, if applicable. You acknowledge that the Agreement is between you and Splice and not with the App Store. Splice, not the App Store, is solely responsible for the Service, including an App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use an App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Service, including an App. You agree to comply with, and your license to use an App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the Service, including an App.

4. Accessing and Downloading the Application from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

• You acknowledge and agree that (i) the Agreement is concluded between you and Splice only, and not Apple, and (ii) Splice, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

• In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Splice and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Splice.

• You and Splice acknowledge that, as between Splice and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

• You and Splice acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Splice and Apple, Splice, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.

• You and Splice acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

• Without limiting any other terms of the Agreement, you must comply with all applicable third- party terms of agreement when using the App Store Sourced Application.

XIV. Dispute Resolution and Arbitration Agreement.

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires Users to arbitrate disputes with Splice and limits the manner in which you can seek relief from us.

1. Applicability of Arbitration Agreement. You and we agree that any dispute, claim, or request for relief by or against the Splice relating in any way to your access to or use of the Service or the Agreement will be resolved by binding arbitration, rather than in court, except that (a) you and we may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Splice may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, the terms “we”, “us” or “Splice” mean Distributed Creation Inc. and any of its predecessors, successors, assigns, corporate parents, subsidiaries and affiliates, and each of their respective officers, directors, employees, agents and representatives.

2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to Splice at the contact address found at the end of these Terms. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. Any arbitration of a dispute relating to your use of the Service primarily for personal, family or household purposes shall also be subject to the allocation of arbitration costs and other requirements of the JAMS’ policy regarding Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness available at https://www.jamsadr.com/consumer-minimum-standards/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay any applicable JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Splice will pay them for you. In addition, Splice will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. If you are a consumer User of our Service residing in California, we waive any rights to recover our costs or attorney’s fees as a prevailing party in arbitration.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

3. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Splice. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including this Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

4. Waiver of Jury Trial. YOU AND SPLICE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Splice are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section XIV(1) (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

5. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim for relief and only that claim for relief shall be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.

6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: support@splice.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Splice username (if any), the email address you used to set up your Splice account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

7. Severability. Except as provided in Section XIV(5) (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Arbitration Agreement shall continue in full force and effect.

8. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Splice.

9. Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Splice makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by following the procedure set forth in Section XIV(6) (30-Day Right to Opt Out) above.

XV. General Provisions.

1. Electronic Communications. The communications between you and Splice may take place via electronic means, whether you visit the Service or send Splice e-mails, or whether Splice posts notices on the Service or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Splice in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Splice provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

2. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Splice’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

3. Force Majeure. Splice shall not be liable for any delay or failure to perform resulting from any event or circumstance, regardless of whether it was foreseeable, that was not caused by Splice and that prevents Splice from complying with any of its obligations under the Agreement. For UK Users, if a force majeure event occurs that affects Splice’s performance of its obligations under the Agreement: (a) Splice will contact you as soon as reasonably possible to notify you; and (b) Splice’s obligations under the Agreement will be suspended and the time for Splice’s performance of its obligations will be extended for the duration of the force majeure event. You may cancel the Services affected by a force majeure event which has continued for more than 120 days. To cancel please contact support@splice.com.

4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at the mailing or email address found at the end of these Terms. We will do our best to address your concerns.

5. Exclusive Venue. To the extent the parties are permitted under the Agreement to initiate litigation in a court, both you and Splice agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in the State of New York.

6. Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

7. Notice. Where Splice requires that you provide an e-mail address, you are responsible for providing Splice with your most current e-mail address. In the event that the last e-mail address you provided to Splice is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Splice’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Splice at the address below. Such notice shall be deemed given when received by Splice by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

8. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

9. Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

10. Export Control. You may not use, export, import, or transfer the Service or any part thereof except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws, including the U.S. Export Administration Regulations and the U.S. sanctions laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). In particular, but without limitation, the Service or any part thereof may not be exported, re-exported, or otherwise transferred or provided to any person or entity (a) located, organized, or resident in any jurisdiction subject to comprehensive U.S. trade sanctions, including Cuba, Iran, North Korea, Syria, and the Crimea and Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine (the “Sanctioned Countries”), or (b) on any export- or sanctioned-related U.S. restricted party list, including OFAC’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, or the U.S. Department of Commerce’s Denied Person’s List, Unverified List, or Entity List (the “Restricted Party Lists”). By using the Service, you represent and warrant that you are not, and are not owned, controlled, or acting on behalf of any other person or entity that is (i) located, organized, or resident in a Sanctioned Country or (ii) listed on any Restricted Party List. You also will not use the Service for any military end-use or any other purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

11. California Consumer Complaints. In accordance with California Civil Code §1789.3, if you are a California consumer, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

12. Choice of Language. The Agreement, and any contract between us, are only in the English language. C’est la volonté expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.

13. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

14. Contact Information

Distributed Creation Inc.
817 Broadway, 4^th Floor
New York, New York 10003
support@splice.com

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XVI. Splice DMCA Policy.

1. Notification. 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:

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

(b) 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);

(c) 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;

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

(e) 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

(f) 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.

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

Distributed Creation Inc.
817 Broadway, 4^th Floor

New York, New York 10003
or copyright@splice.com

3. False Notifications of Claimed Infringement.

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). Accordingly, 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.