Splice - Terms of Use

Effective Date: September 17, 2014

Last Updated: August 22, 2024

For Help or to access our FAQ pages:https://support.splice.com/en/

THIS TERMS OF USE AGREEMENT (THE “TERMS”) GOVERNS YOUR USE OF THE WEBSITES OF DISTRIBUTED CREATION INC. (“SPLICE”, “WE” or “US” ), INCLUDING, WITHOUT LIMITATION, WWW.SPLICE.COM (COLLECTIVELY, THE “WEBSITE”), SPLICE’S DIGITAL APPLICATIONS (EACH, AN “APP”), AND ANY SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE OR APPS AND ASSOCIATED SOFTWARE MADE AVAILABLE THROUGH THE WEBSITE AND APPS (COLLECTIVELY, WITH THE WEBSITE AND APPS, THE “SERVICE”). BY ACCESSING OR USING THE SERVICE, CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON, AND/OR COMPLETING THE REGISTRATION PROCESS, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE AGREEMENT (AS HEREINAFTER DEFINED). IF YOU ARE NOT ELIGIBLE (SEE BELOW), OR DO NOT AGREE TO THESE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE AND YOU MAY NOT ACCESS OR USE THE SERVICE.

PLEASE BE AWARE THAT SECTION XIV (DISPUTE RESOLUTION AND ARBITRATION AGREEMENT) OF THESE TERMS, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICE 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 ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THE AGREEMENT AND SHALL NOT APPLY IN ANY INSTANCE.

I. Introduction and Eligibility

Please read these Terms carefully before using the Service. Your use of, and participation in, the Service may be subject to additional terms for specific Splice products, or tools such as Splice Plugins, as further described below. You may be presented with supplemental terms and conditions for your acceptance when you sign up to use a supplemental feature of the Service ("Supplemental Terms”). Without limiting the foregoing, certain materials, tools, or components of the Service made available through the Service (including premium add-ons and Plugins) may be subject to license terms and conditions that are different from those set forth herein. Any such terms and conditions will be identified for such materials, tools, or components of the Service, and by downloading same, you agree to be bound by and comply with such Supplemental Terms.

If any provision in these Terms is inconsistent with any provision in the Supplemental Terms, the provision in the Supplemental Terms shall control with respect to the applicable Service for which the Supplemental Terms have been provided. The Terms and any applicable Supplemental Terms are hereinafter referred to herein as the “Agreement.”

1. Revisions to the Agreement.

WE RESERVE THE RIGHT TO CHANGE THE AGREEMENT AT ANY TIME, IN OUR SOLE DISCRETION. PLEASE CHECK THESE TERMS PERIODICALLY FOR CHANGES. When changes are made, Splice will make a new copy of the Agreement available on the Website and within the Apps, or otherwise posted through the Services. We will also update the “Last Updated” date at the top of these Terms. Any changes to the Agreement will be effective immediately for new users of the Service and on the stated Effective Date for existing Users (collectively, “Users”). Splice may require you to consent to the updated Agreement in a specified manner before further use of the Service is permitted. In the event you do not agree to any change(s) after receiving such notice thereof, you must stop using the Service. Otherwise, your continued use of the Service constitutes your acceptance of such change(s).

2.1 Eligibility.

You must be at least 18 years old to create an account ("Account”) on the Service. If you have obtained an Account solely through an enterprise or institutional license ("Enterprise License”) (as further described in Section III(3) (Enterprise Accounts)), you must be at least 13 years old to use the Service. By accessing or using the Service or otherwise agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old, or if you are under the age of 18 you have obtained consent from a parent or legal guardian to use the Service; (b) you have not previously been suspended or removed from the Service; and (c) your use of the Service is in compliance with any and all applicable laws and regulations. If you are an individual representative of an entity, organization, or company, including those obtaining use of the Service through an Enterprise License as further described in Section III(3) (Enterprise Accounts) you represent and warrant that you have authority to bind such entity, organization, or company and those individuals who will be operating any Accounts to the Agreement and any order forms entered into between you and us.

2.2 Age Restrictions.

People who are 13 or older but under the age of majority where they reside may only use the Service under the supervision of a parent or legal guardian who agrees to be bound by the Agreement. Children under 13 are not permitted to use the Service. If you know someone under the age of 13 using the Service, please let us know by emailing support@splice.com. If you are a parent or legal guardian of a child under 13 who has created an Account, please include any information, such as username, that will aid in identifying the account, to have the Account closed and personal information deleted.

II. The Service

1. General.

The Service offers a platform designed to provide you with resources to perform and enhance music creation and collaboration. The Service is owned and operated by Splice, and the visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Splice are protected by intellectual property and other laws. In addition to the foregoing, all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials included and made available to you by Splice in the Service are the property of Splice or its third-party licensors (the “Splice Property”). You may only use Splice Property as provided herein, and Splice reserves all rights to the Splice Property not granted expressly in these Terms.

2. Your Use of the Service and Splice Property.

Unless otherwise expressly authorized by Splice in writing, including within the Service (e.g., for versions of Splice Sounds that can be used commercially), we authorize you, subject to these Terms, to access and use the Service and the Splice Property, at our discretion solely for your own personal or internal business purposes. Any other use is expressly prohibited.

3. Splice Sounds.

Splice engages talented musicians, sound designers, vocalists and producers to create a highly curated and quality sound library known to our Users as Splice Sounds. Our catalog of materials such as samples, presets, loops, stems, one-shots, sounds and MIDI patterns or files on the Service, i.e., materials made available for download through Splice Sounds are collectively referred to herein as “Sounds” and gives Users access to a fixed number of credits (“Credits”) per month to redeem for downloads of Sounds. Unless otherwise indicated through the Service, previewing or auditioning any Sounds, organizing Sounds into your personal collection and saving a Sound to “Your Sounds” for future use, in each case without downloading a Sound, generally does not require a Credit. Once you redeem a Credit for a Sound, unless otherwise indicated through the Service, you may re-download that Sound an unlimited amount of times from Splice Sounds without using additional Credits as long as long as you have an Account.

1. 3.1 License and Ownership Terms for Splice Sounds
   1. 3.1.1 Your Use of Sounds. Sounds are licensed, not sold, to you. Upon your download of a Sound, you may obtain a copy of the license granted to you for that Sound (a “Certified License”) for purposes of evidencing your download to a third party (e.g. distributors, labels, audiovisual media companies, etc.) or otherwise. You may obtain a Certified License by accessing the “Your Sounds” section of your Library, selecting the Sound(s) you wish to generate a Certified License for, and clicking the “Generate Certified License” option in the menu bar. A Certified License can be obtained for every Sound. The Certified License describes the terms of the license granted to you by Splice in these Terms in connection with the use of any Sound in a New Recording or Creative Work. For purposes of clarity, you may access your Library so long as you have an Account.
      1. 3.1.1.1 New Recordings. Subject your compliance with the Agreement we grant you 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 new recordings (each a “New Recording”) for commercial and non-commercial purposes, except as prohibited below in Section 3.1.1.3. This means that you may modify, reproduce, publicly perform, distribute, transmit, communicate to the public, sublicense and otherwise use Sounds as embodied in a New Recording. You (and/or any applicable third-party contributors or artists engaged by you in connection with the New Recording) will own any original contributions made to the New Recording that are not comprised of Sounds (e.g., added vocals or added instrumentation). For the avoidance of doubt, you will not own the Sounds.
      2. 3.1.1.2 Creative Works.Further subject to your compliance with the Agreement, we grant you a non-exclusive, non-transferable, perpetual right to use Sounds you obtain through Splice Sounds in other creative works, such as but not limited to, video games, film or television projects (including synchronization uses), radio, live performances, and so-called vlogs, used either in isolation as sound effects, loops,  and/or sound mixes (collectively, “Creative Works”) for non-commercial and commercial purposes, except as prohibited below in Section 3.1.1.3. This means that you may modify, reproduce, publicly perform, distribute, transmit, communicate to the public, sublicense and otherwise use Sounds as embodied in a Creative Work. For the avoidance of doubt, non-fungible tokens (NFTs) are not Creative Works. You (and/or any applicable third-party contributors or artists engaged by you in connection with the Creative Work) will own any original contributions made to the Creative Work that are not comprised of Sounds (e.g., added vocals or added instrumentation). For the avoidance of doubt, you will not own the Sounds.
      3. 3.1.1.3 Prohibited Uses.Notwithstanding anything to the contrary and with respect to both New Recordings and Creative Works, you may not (a)  sublicense the Sounds in isolation as sound effects, loops, or as source material for any other form of sample (even if you modify the Sounds), (b) use or sublicense Sounds in a manner competitive to Splice or its licensors, (c) sublicense, sell, loan, share, lend, broadcast, rent, lease, assign, distribute, or transfer the Sounds to a third party except as incorporated into a New Recording or Creative Work; (d) redistribute Sounds in new sample packs; (e) re-record or re-produce the Sounds (e.g., re-record vocals of a Sound for use in a New Recording or Creative Work, whether or not you spend a Credit); (f) use any Sounds or portions of Sounds identified as made available for “preview” other than to internally and locally (on the Service) preview the applicable Sound (and for the avoidance of doubt, “preview” Sounds may not be modified, reproduced, publicly performed, distributed, transmitted, communicated to the public, sublicensed, or otherwise used, including for commercial purposes); (g) use the Sounds without spending Credits unless such Sounds have been designated for a promotion in which they are offered for no Credits, are part of the use of the Create Tool where a User does not save, copy, or download their Stack as further described in Section II(3.3) (Create Tool) or (h) use the Sounds as source or training material for generative or other artificial intelligence programs. Additionally, you may not use the name, image, or likeness of any artist associated with a Sound in any way without that artist’s express written permission. Prohibited uses include, but are not limited to, including the photo of an artist associated with a Sound when promoting your New Recording or Creative Work and/or crediting the artist as a featured artist on, or other contributor to your New Recording.
2. 3.2 Unoriginal Sounds. We require that all Sounds provided to us by our partners are original. If we learn that a Sound previously provided to you was not original to the provider, or we have a good faith reason to believe the Sound is not original, we may remove the Sound from the Service and may use reasonable efforts to notify you.  If you have reason to believe that a Sound you obtained from Splice Sounds is not original to the provider, please let us know by emailing copyright@splice.com (see our DMCA Policy in Section XVI below).
3. 3.3 Create Tool. Splice’s proprietary AI-assisted music creation technology serves complimentary Sounds from the Splice Sounds catalog allowing users to layer a maximum of 8 Sounds to create a stack ("Stack”). Users can access this technology via the Splice mobile application, the Splice desktop app or the Splice website at splice.com (“Create Tool”). Users are required to register an Account in order to save a Stack. Users must expend their Credits in accordance with the terms of their Splice Sounds subscription plan in order to copy, export and/or download a Stack outside of the Create Tool. For the avoidance of doubt, unless otherwise indicated through the Service, previewing or auditioning any Sounds in the Create Tool does not require a Credit. All Sounds used in Stacks are licensed, not sold to you. A Stack on its own is not deemed a New Recording or Creative Work, however, a Stack in combination with other sounds in music productions may be considered a New Recording or Creative Work. All terms and conditions set forth in Section II(3) (Splice Sounds) shall be applicable to your use of the Create Tool and the creation of a Stack.
   1. 3.3.1 User Audio. The Create Tool enables Users to incorporate their own audio, either the User’s original audio or audio that a User has been granted the required rights by a third party (“User Audio”), as a loop to create a Stack. Users can select a file, which is comprised of one, two, four or eight bars, from their device or DAW session and upload the User Audio into the Create Tool. The Create Tool will find compatible sounds to the User Audio, and the combination of the User Audio and Sound will become a new Stack. The Stack containing User Audio will be considered a New Recording or Creative Work by the User. Users may save the User Audio Stack in their Account library or export the User Audio Stack in a supported format, including DAW project, rendered stereo mix or as a collection of individual audio files. All terms and conditions set forth in Section II(3) (Splice Sounds) shall be applicable to a User in connection with the use of the Create Tool and User Audio.
   2. 3.3.2 Usage User Audio will be used by Splice to search the Splice Sounds catalog for complimentary sounds and for playback of User Audio Stacks by the User. By using the Create Tool in connection with User Audio, you hereby grant Splice a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display the User Audio (in whole or in part) solely for the purposes of operating and providing the Service to you. User Audio files will remain on the Service and be accessible by the User who originally uploaded the User Audio as long as (a) the User Audio file and/or containing Stacks are not deleted by the User and (b) the Users subscription remains active. If a User cancels their subscription or if their subscription is otherwise terminated in accordance with these Terms, any and all User Audio uploaded by the User will be removed from the User’s saved Stacks and will be deleted from the Service within thirty (30) days of such cancellation or termination. A User may remove their uploaded User Audio from the Service at any time by directly deleting the User Audio file on the Stack detail page or by deleting the full Stack containing the User Audio. For the avoidance of doubt, Credits will not be expended for the download or export of User Audio files. User Audio will not (a) be used by Splice as training data for AI or machine learning models or (b) be accessible to any other User of the Service unless the Stack containing such User Audio is shared via the Service or exported and shared outside of the Service as a new audio file. For purposes of clarity, if you are found to have infringed any third party’s rights with respect to any User Audio, you will have violated these Terms and Splice reserves the right to terminate your subscription immediately and block you from using the Service in the future.
   3. 3.3.3 Notwithstanding anything to the contrary contained herein, if you are using a version of the Create Tool that does not require you to purchase Credits, the following applies: (a) you are granted a limited, non-exclusive, revocable right to create and share your Stack on the Service solely for non-commercial uses; (b) you hold no rights in or to any Stacks you create or the Sounds contained therein; (c) you may not use the Stack you create within an audiovisual work or any other content that is exhibited, distributed and/or hosted on a third-party platform for purposes of monetization; (d) you may not use the Stack you create in a New Recording and/or Creative Work; (e) you may not rip, reproduce, reverse engineer, reverse compile, modify, make derivative works of, or otherwise alter the Stack, any of the Sounds layered in the Stack, or any of the content added to the Stack by Splice during export of a Stack outside of the Create Tool; (f) you may not sublicense Stacks as sound effects, loops, or as source material for any other form of sample (even if you modify the Stack); (g) you may not use or sublicense Stacks in a manner competitive to Splice or its licensors; (h) you may not sublicense, sell, loan, share, lend, broadcast, rent, lease, assign, distribute, or transfer Stacks to a third party; (i) you may not redistribute Stacks except as may be set forth herein; (j) you may not use a Stack as source or training material for generative or other artificial intelligence programs; and (k) you make not use User Audio in connection with the creation of a Stack.
4. 3.4 Fees and Billing for Splice Sounds
   1. 3.4.1 Fees. Splice Sounds is provided as part of the Service.
   2. 3.4.2 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 may withhold or deduct Credits or other features or benefits obtained through the use of Codes by you if 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 the Agreement.
5. 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.
   1. 4.1 License and Ownership Terms for Splice Skills. All information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials (including, without limitation, any stems or project files) shall be referred to herein as “Skills Materials”. Splice hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use any such Skills Materials solely in connection with your use of Splice Skills for personal, non-commercial purposes, and in accordance with any limitations set forth herein and otherwise communicated by Splice through the Service.
   2. 4.2. Fees and Billing for Splice Skills. Splice Skills is provided as part of the Service.
6. 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.
   1. 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.
      1. 5.1.1 For Splice Plugins. For Plugins developed by Splice (“Splice Plugins”), unless otherwise set forth in writing by Splice (including on the Marketplace or otherwise on the Service), the following license terms shall apply: Subject to your compliance with the Agreement, Splice grants you a non-exclusive, worldwide, revocable license, during the term of your applicable Splice subscription (as further described in Section IX(2)) (Service Subscription Fees), to perform, display and use those Splice Plugins on any compatible device that you own or control.
      2. 5.1.2 For Third-Party Plugins. Plugins developed by third parties, as identified in the Marketplace or otherwise on the Service (“Third-Party Plugins”), are not subject to the license grant set forth above. Rather, use of such Third-Party Plugins will be governed by the separate license terms provided for such Third-Party Plugins. If no separate license terms accompany the Third-Party Plugin on the Marketplace or otherwise on the Service, then you are granted a non-exclusive, worldwide, perpetual license to perform, display and use the Plugin on any compatible device that you own or control, subject to the payment terms set forth below.
   2. 5.2. Fees and Billing for Plugins and the Marketplace
      1. 5.2.1 Fees. Splice Plugins are provided as part of the Service. The cost for Third-Party Plugins (the “ Cost”) will be set forth on the Service with the applicable Third-Party Plugin. If you opt into a Payment Plan (defined below), then you will pay a certain fraction of the Cost each month as set forth on the Service (each, an “Installment”) for the number of months set forth on the Service, until the Cost is fully paid off, as further described below. For clarity, you may pay off the entire balance of the Cost at any time during your Payment Plan.
      2. 5.2.2 Payment Plans. If you obtain a Third-Party Plugin 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 Installment payments without refund, chargeback, or other payment issues), your monthly license will be converted to a perpetual license. If you cancel your Payment Plan or pause your Payment Plan, as set forth below, you will lose your monthly license to the Third-Party Plugin, and therefore your ability to access the applicable Third-Party Plugin, unless and until you restart your Payment Plan. You will not receive a perpetual license to a Third-Party Plugin under a Payment Plan until after you pay the last Installment of your Payment Plan. If you have a Payment Plan, then Splice will charge your payment method each month for the Installment until you cancel or pause your Payment Plan. UNLESS YOU HAVE A FREE TRIAL, YOU MUST PAY FOR AT LEAST ONE INSTALLMENT PRIOR TO USING A THIRD-PARTY PLUGIN. BY PURCHASING A LICENSE FOR A THIRD-PARTY PLUGIN 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 OR PAUSE YOUR PAYMENT PLAN, AS FURTHER DESCRIBED BELOW. YOU AUTHORIZE SPLICE 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 THIRD-PARTY PLUGIN, OR, IF NO SUCH DATE EXISTS IN A GIVEN MONTH, THEN THE LAST DAY OF SUCH MONTH.
      3. 5.2.3 Cancellation. YOU MAY CANCEL YOUR PAYMENT PLAN AT ANY TIME PRIOR TO PAYMENT OF THE FINAL INSTALLMENT, AFTER WHICH YOU WILL NO LONGER HAVE ACCESS TO THE THIRD-PARTY PLUGIN OR BE ABLE TO USE PURCHASED PRESETS IN NEW RECORDINGS AND CREATIVE WORKS. TO CANCEL YOUR PAYMENT PLAN, 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 II(5.2.4) (RESUMING PAYMENT PLANS). IF WE SUSPECT THAT YOU ARE INCURRING EXCESS OR FRAUDULENT CHARGEBACKS TO YOUR BANK, WE RESERVE THE RIGHT TO CANCEL YOUR PAYMENT PLAN AND/OR ACCOUNT IN OUR SOLE DISCRETION. FURTHER, SPLICE AND ITS LICENSORS RESERVE THE RIGHT TO CANCEL A USER’S PAYMENT PLAN WITHOUT PROVIDING A REFUND IF SUCH USER BREACHES THE AGREEMENT.
      4. 5.2.4 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 particular Plugin will be available for you to restart a Payment Plan.
7. 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 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).
8. 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:
   1. (a) interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) modifying, translating, adapting, merging, making derivative works of, disassembling, decompiling, reverse compiling or reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
   2. (b) interfere with the operation of the Service or any User’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
   3. (c) perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;
   4. (d) disclose personal information about another person or harass, abuse, or post objectionable, pornographic, harmful, offensive, or obscene material;
   5. (e)  license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of your rights in the Service to a third party without our express written consent;
   6. (f) use the Service in an illegal way or in violation of any applicable law or that otherwise results in fines, penalties, and other liability to us or others;
   7. (g) violate, or encourage others to violate, any right of a third party (including by infringing or misappropriating any third-party intellectual property right);
   8. (h) frame or utilize framing techniques to enclose any trademark, logo, or other Splice Property (including images, text, page layout or form);
   9. (i) use any metatags or other “hidden text” using Splice’s name or trademarks;
   10. (j) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
   11. (k) except as expressly stated herein, copy, reproduce, distribute, sell, republish, download, display, post or transmit any Splice Property in any form or by any means;
   12. (l) sell, distribute or otherwise share any data made available to you or otherwise obtained by you through the Service;
   13. (m)  remove or destroy any copyright notices or other proprietary markings contained on or in the Service;
   14. (n) if you are a business entity, use the Service inconsistent with Section III(3) (Enterprise Accounts) or in connection with more than one individual affiliated with that entity per Account; or
   15. (o) assist or permit any persons in engaging in any of the activities described above.

   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.

9. 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.

1. 1.1. Certain parts of the Service require you to 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 that is: (a) a name of another person with the intent to impersonate that person; (b) a name that is subject to any rights of a person other than you without appropriate authorization; or (c) a name that is otherwise offensive, vulgar or obscene. For example, you may not register using the name of a musical artist, unless you have the rights to such name.
2. 1.2. 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. You represent and warrant that (a) the information you provide to us upon registration and at all other times will be accurate, current and complete and (b) you will maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or is incomplete, or Splice has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or is incomplete, Splice has the right to suspend or terminate your Account and refuse any and all current or future use of Service (or any portion thereof). You agree not to create an Account or use the Service if you have been previously removed or banned from using the Service.

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.

1. 3.1 Splice may offer a number of accounts to certain institutions or entities (each, an “Enterprise Account”) pursuant to a separate order form (“Order Form”). Such Enterprise Accounts shall be managed, at all times, by the entity which entered into the Order Form with us and shall remain responsible for all activities conducted under each Enterprise Account provided to it. In no event shall any person not meeting the eligibility requirements set forth in Section I(2.1) (Eligibility) obtain control over an Enterprise Account. If you are an individual representative of an entity or institution in control of any Enterprise Accounts (“Enterprise Representative”) you hereby represent and warrant that any minors utilizing an Enterprise Account have received permission from a parent or guardian prior to the use of such Enterprise Account.
2. 3.2 If you are the Enterprise Representative, you agree that only one individual affiliated with that entity may use a downloaded Sound. If multiple individuals would like to use a downloaded Sound, additional accounts must be created under the Enterprise Account to download and use such Sound consistent with the Agreement. You also acknowledge that the license granted in any particular sound is unique to the individual or entity assigned to the Account, and such license cannot be transferred or otherwise assigned without our express, written permission.
3. 3.3 By entering into an Order Form for an Enterprise Account, you agree that Splice may use the name, logos or other indicia of the entity identified as “Customer” on such Order Form (“Enterprise Customer”), to identify Enterprise Customer as user of the Service, including on Splice’s Website and other public parts of the Service. Splice agrees that any such use shall be subject to any written guidelines that Enterprise Customer may deliver to Splice regarding the use of its name.

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 (https://discord.com/terms) and Privacy Policy (https://discord.com/privacy) (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.

You may terminate your Account and the Agreement at any time by either accessing your Account or sending an email to support@splice.com. 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. For the avoidance of doubt and for purposes of clarity, if you choose to terminate your subscription, you will continue to have access to your Account, unless such Account is terminated in accordance with this Section XII.

4. Effect of Termination.

Termination of your Account includes removal of access to the Service and may include barring of further use of the Service. Termination of your Account also includes deletion of your password and all related information, files and content associated with 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 Account, 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 Persons 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
support@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.