Terms of Use

Effective Date: October 9, 2013

Last Updated Date: October 9, 2013

1. Introduction and Eligibility

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

These Terms include Splice’s Privacy Policy, which is incorporated by reference into these Terms.
  We have included several annotations in boxes to help explain the legal jargon and emphasize key sections.
  These annotations are for convenience only and have no legal or contractual effect.

1. Binding Agreement.  These Terms constitute a binding agreement between you and Distributed Creation Inc. d/b/a Splice and its affiliates and subsidiaries (“Splice,” “we,” “us”).  “You” and “Users” shall mean all visitors to the Service.  You accept these Terms each time you access the Service.  If you do not accept these Terms, you must not use the Service.  
2. Revisions to Terms.  We may revise these Terms at any time by Posting an updated version.  Revisions to the Terms are effective upon Posting.  The Terms will be identified as of the most recent date of revision. You should visit this page periodically to review the most current Terms, because you are bound by them.  Your continued use of the Service after a change to these Terms constitutes your binding acceptance of these Terms.  Notwithstanding the preceding sentences of this Section I.b, no revisions to these Terms will apply to any dispute between you and Splice that arose prior to the date of such revision.
3. Children.  No part of the Service is directed to persons under the age of 13.  IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.  By using the Service, you represent and warrant you are at least 18 years of age.  If you are under 18 years of age,  you affirm that you possess the legal consent of your parent or guardian to access and use the Service.  
4. The terms “Post” and “Posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Service.

1. Account Creation and Use by an Agent

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

1. The Service
1. The “Service” means the website located at www.splice.com and any associated software, applications, including mobile applications, and Internet services under Splice’s control, whether partial or otherwise, used in connection with providing the services provided by Splice.  The Service is currently a beta, and your use of a release version of the Service will be subject to a revised version of these Terms. These Terms are entered into in consideration of your use of the Service and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 

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

1. Third-Party Services.  The Service may link to websites owned by third parties (“Third Party Sites”) to facilitate its provision of services to you.  If you use these links, you will leave the Service.  Splice is not responsible for these Third Party Sites, whether or not Splice is affiliated with such Third Party Sites.  Through our use, we do not endorse the organizations sponsoring such Third Party Sites or their products or services.  You agree that Splice is not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings you may have on or through a Third Party Site or as a result of the presence of any third-party advertising on the Service.
1. Your Account

1. To use some parts of the Service, you must create an account by providing a valid email address, username, password and other information as prompted by the registration form.  When registering, you are prohibited from (i) selecting or using as a username a name of another person with the intent to impersonate that person; (ii) using as a username a name that is subject to any rights of a person other than you without appropriate authorization; or (iii) using as a username a name that is otherwise offensive, vulgar or obscene.  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 also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.  
2. Your Log-In Credentials.  You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials.  You agree to notify us immediately at security@splice.com if you believe the confidentiality of your log-in credentials has been compromised or if you suspect unauthorized use of your account.  You agree that we will not be liable for any loss or damage arising from unauthorized use of your credentials. 

1. Communications

1. You agree to receive email from us at the email address you provided to us for customer service-related purposes.
2. Electronic Notices.  By using the Service or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service.  If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Service or sending an email to you.  You may have a legal right to receive this notice in writing.  To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at security@splice.com. 
1. Splice’s Content Ownership and Use

1. The contents of the Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and Splice content (collectively, “Splice Content”).  All Splice Content and the compilation (meaning the collection, arrangement, and assembly) of all Splice Content are the property of Splice or its licensors and are protected under copyright, trademark, and other laws.  
2. License to You.  We authorize you, subject to these Terms, to access and use the Service and the Splice Content solely for the use of the services provided by Splice, at our discretion.  Any other use is expressly prohibited.  This license is revocable at any time without notice and with or without cause.  Unauthorized use of the Splice Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited.  You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Splice Content on any copy you make of the Splice Content.
3. No Commercial Use.  Splice Content, even if authorized for download from the Service, may not be redistributed or used for any commercial purpose without Splice’s prior written permission.  
4. No Implied Rights.  There are no implied licenses granted in these Terms.  All rights not granted herein are expressly reserved by Splice and our licensors.
5. Splice Marks.  Splice, the Splice logo, and other Splice logos and product and service names are or may be trademarks of Splice (the “Splice Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Splice Marks.
1. Intellectual Property Policy

1. Splice respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our Users to do the same.  Infringing activity will not be tolerated on or through the Service.
2. Splice’s intellectual property policy is to (i) remove material that Company believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Service, and (ii) remove any material posted to the Service by “repeat infringers.”  Splice considers a “repeat infringer” to be any User that has uploaded material to the Service and for whom Company has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such material.  Company has discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon Company’s own determination.  
3. The Digital Millennium Copyright Act of 1998 (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, you (or your agent) may send Splice a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked.  The notice must include the following information: 

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed; 
2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works); 
3. Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Splice to locate the material on the Service; 
4. Your name, address, telephone number, and email address (if available); 
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

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

1. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details.  Notices and counter-notices with respect to the Service should be sent to 36 East 20^th Street, 4^th Floor, New York, New York 10003 or copyright@splice.com. 

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.

1. Suggestions and Submissions

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

1. have a perpetual, irrevocable, non-exclusive right in and to any Creative Ideas and shall own exclusive any derivative works based upon your Creative Ideas created by or for us; 
2. not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and  
3. be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

1. Use Prohibitions

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

1. attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Service, user accounts, or the technology and equipment supporting the Service;
2. frame or link to the Service without permission;
3. use data mining, robots, or other data gathering devices on or through the Service;
4. post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
5. disclose personal information about another person or harass, abuse, or post objectionable material;
6. sell, transfer, or assign any of your rights to use the Service to a third party without our express written consent;
7. post advertising or marketing links or content, except as specifically allowed by these Terms;
8. use the Service after your account has been terminated, without our consent;
9. use the Service in an illegal way or to commit an illegal act in relation to the Service or that otherwise results in fines, penalties, and other liability to Splice or others;
10. access the Service from a jurisdiction where it is illegal or unauthorized;
11. Reproduce any part of the Service;
12. Post any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; 
13. Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Service or any part thereof, or attempt to do any of the foregoing, except as permitted by these Terms, the authorized features of the Service, or by law, or otherwise attempt to use or access any portion of the Service other than as intended by Splice;
14. Solicit personal information from anyone under the age of 18; or 
15. Promote any criminal activity on the Service.

1. Consequences of Violating These Terms

1. We reserve the right to suspend or terminate your account and prevent access to the Service for any reason, at our discretion.  We reserve the right to refuse to provide the Service to you in the future.
2. You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Service.
1. Splice’s Liability

1. Changes to the Service.  We may change, suspend, or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service or any feature, without notice or liability.
2. User Disputes.  We are not responsible for any disputes or disagreements between you and any third party you interact with using the Service.  You assume all risk associated with dealing with third parties.  You agree to resolve disputes directly with the other party.  You release Splice of all claims, demands, and damages in disputes among Users of the Service.  You also agree not to involve us in such disputes.  Use caution and common sense when using the Service.     
3. Content Accuracy.  We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Service.  Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Service.  Use the Service at your own risk.  
4. Third-Party Sites.  You are responsible for evaluating whether you want to access or use any Third Party Site.  We are not responsible for and do not endorse any features, content, advertising, products, or other materials on any Third Party Site.  You assume all risk and we disclaim all liability arising from your use of them.
5. We make no promises and disclaim all liability of specific results from the use of the Service.
6. Released Parties Defined.  “Released Parties” include Splice and its affiliates, officers, employees, agents, service providers, partners, and licensors.
1. DISCLAIMER OF WARRANTIES

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

1. LIMITATION OF LIABILITY AND INDEMNIFICATION

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SPLICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SERVICE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR YOUR USE OF CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Splice Content, or (iv) your breach of these Terms.  We shall provide notice to you promptly of any such claim, suit, or proceeding.

1. General Terms

These Terms constitute the entire agreement between you and Splice concerning your use of the Service.  Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.  If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.  The provisions of these Terms that are intended to survive the termination of these Terms by their nature will survive the termination of these Terms, including, but not limited to, Sections VI (Splice’s Content Ownership and Use), VII (Intellectual Property Policy), VIII (Suggestions and Submissions), IX (Use Prohibitions), X (Consequences of Violating these Terms), XI (Splice’s Liability), XII (General Terms), and XIII (Arbitration, Class Waiver, and Waiver of Jury Trial).

1. Arbitration, Class Waiver, and Waiver of Jury Trial

1. These Terms and the relationship between you and Splice shall be governed by the laws of the state of New York without regard to its conflict of law provisions.  
2. You and Splice agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Service under the rules of the American Arbitration Association.  Arbitration is more informal than a lawsuit in court.  Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts.  Arbitrators can award the same damages and relief that a court can award.  Please visit www.adr.org for more information about arbitration,
3. Any such arbitration between you and Splice, to the extent necessary, shall be conducted in New York, New York, and you waive any right to claim that such location is an inconvenient forum.  You covenant not to sue Splice in any other forum. 
4. The arbitration shall be conducted in the English language.  A single independent and impartial arbitrator shall be appointed pursuant to the rules of the American Arbitration Association, as modified herein.  You and Splice agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  
5. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed.  The arbitrator may extend this time limit for an additional 30 days in the interests of justice.  All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.  The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim.  
6. You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or these Terms:

• YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
• YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
• YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

Only if this arbitration provision is deemed to be null and void, then all disputes arising between you and Splice under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in or having jurisdiction over New York, New York, and you and Splice hereby submit to the personal jurisdiction and venue of these courts.

Contact Information

Splice, Inc.

12 East 12^th Street, #12SW

New York, New York 10003

contact@splice.com

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