Splice - Terms of Use
Effective Date: September 17, 2014
Last Updated: July 24, 2026
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. AND ITS SUBSIDIARIES (COLLECTIVELY, “DCI”, “WE” or “US” ), (COLLECTIVELY, THE “WEBSITE(S)”), DCI’S DIGITAL APPLICATIONS (EACH, AN “APP”), AND ALL SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITES OR APPS AND ASSOCIATED SOFTWARE MADE AVAILABLE THROUGH THE WEBSITES AND APPS (COLLECTIVELY, WITH THE WEBSITES AND APPS, THE “SERVICES”). BY ACCESSING OR USING THE SERVICESS, 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 SERVICES, 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 SERVICES AND YOU MAY NOT ACCESS OR USE THE SERVICES.
PLEASE BE AWARE THAT SECTION XIII (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 SERVICES 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 Services. Your use of, and participation in, the Services may be subject to additional terms for specific DCI products, or tools such as DCI 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 Services ("Supplemental Terms”). Without limiting the foregoing, certain materials, tools, or components of the Services made available through the Services (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 Services, 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 Services 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, DCI will make a new copy of the Agreement available on the Websites 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 Services and on the stated Effective Date for existing Users (collectively, “Users”). DCI may require you to consent to the updated Agreement in a specified manner before further use of the Services is permitted. In the event you do not agree to any change(s) after receiving such notice thereof, you must stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).
2. Eligibility.
You must be at least 18 years old to create an account ("Account”) on the Services. If you have obtained an Account solely through an enterprise or institutional license ("Enterprise License”) (as further described in Section III(3) (Enterprise Accounts)), the eligibility requirements set forth in Section III(3.4) (Enterprise Account Eligibility) control.
II. The Services
1. General.
The Services offer a platform designed to provide you with resources to perform and enhance music creation and collaboration. The Services are owned and operated by DCI, 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 Services provided by DCI 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 DCI in the Services are the property of DCI or its third-party licensors (the “DCI Property”). You may only use DCI Property as provided herein, and DCI reserves all rights to the DCI Property not granted expressly in these Terms.
2. Your Use of the Services and DCI Property.
Unless otherwise expressly authorized by DCI in writing, including within the Services (e.g., for permitted commercial use of DCI Sounds), we authorize you, subject to these Terms, to access and use the Services and the DCI Property, at our discretion solely for your own personal or internal business purposes. Any other use is expressly prohibited.
3. DCI Sounds.
DCI engages talented musicians, sound designers, vocalists and producers to create a highly curated and quality sound library known to our Users as DCI Sounds. Our catalog of materials such as samples, presets, loops, stems, one-shots, sounds and MIDI patterns or files on the Services, i.e., materials made available for download through DCI Sounds, are collectively referred to herein as “Sounds”, and the Services give Users access to a fixed number of credits (“Credits”) per month to redeem for downloads of Sounds. Unless otherwise indicated through the Services, 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 Services, you may re-download that Sound an unlimited amount of times from DCI Sounds without using additional Credits, as long as you have an Account.
3.1 License and Ownership Terms for DCI Sounds
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. For instructions on obtaining a Certified License please visit https://splice.com/blog/generate-certified-license/. A Certified License can be obtained for every Sound. The Certified License describes the terms of the license granted to you by DCI 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.
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 DCI 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.
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 DCI Sounds in other creative works, such as but not limited to, video games, film or television projects (including synchronization uses), radio, live performances, and social media videos, 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.
3.1.1.3 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 DCI 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 Services) 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 you do 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 types of artificial intelligence models. 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.
3.2 Non-original 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 Services and may make reasonable efforts to notify you. If you have reason to believe that a Sound you obtained from DCI Sounds is not original to the provider, please let us know by emailing [email protected] (see our DMCA Policy in Section XVI below).
3.3 Create Tool. DCI’s proprietary AI-assisted music creation technology serves compatible Sounds from the DCI Sounds catalog allowing users to layer a maximum of eight Sounds to create a stack ("Stack”). Users can access this technology via the DCI mobile application, the DCI desktop app or the DCI website at DCI.com (“Create Tool”). Users are required to register an Account in order to save a Stack. You must expend Credits in accordance with the terms of your DCI 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 Services, 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) (DCI Sounds) shall be applicable to your use of the Create Tool and the creation of a Stack.
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. User Audio files must be comprised of one, two, four or eight bars. 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. You may save the User Audio Stack in your 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) (DCI Sounds) shall be applicable to you in connection with the use of the Create Tool and User Audio.
3.3.2 Microphone Capture. The Create Tool enables you to record your own content, which must either be an original composition by you or a composition that you have been granted the required rights to by a third party, as a loop via a mobile recording feature (“Mic Capture”), that can be incorporated into the Create Tool to make a Stack. You can record up to sixty (60) seconds per Mic Capture and each Mic Capture will be incorporated into the Create Tool. The Create Tool will find compatible Sounds to the Mic Capture, and the combination of the Mic Capture and Sound(s) will become a new Stack. The Stack containing the Mic Capture will be considered a New Recording or Creative Work by you. You may save the Mic Capture in your Account library or export the Mic Capture 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) (DCI Sounds) shall be applicable to you in connection with the use of the Create Tool and Mic Capture.
3.3.3 Usage User Audio and Mic Capture will be used by DCI to search the DCI Sounds catalog for compatible sounds and for playback of User Audio Stacks and/or Mic Capture Stacks by the User. By using the Create Tool in connection with User Audio and/or Mic Capture, you further acknowledge and agree that the User Audio and/or Mic Capture is original to you, you hold all necessary rights in and to the User Audio and/or Mic Capture, as applicable and hereby grant DCI 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 and/or Mic Capture (in whole or in part) solely for the purposes of operating and providing the Services to you. User Audio and/or Mic Capture files will remain on the Services and be accessible by the User who originally uploaded the User Audio and/or recorded the Mic Capture as long as (a) the User Audio file, Mic Capture 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 and/or Mic Capture recorded by the User will be removed from the User’s saved Stacks and will be deleted from the Services within thirty (30) days of such cancellation or termination. A User may remove their uploaded User Audio and/or recorded Mic Capture from the Services at any time by directly deleting the User Audio and/or Mic Capture file on the Stack detail page or by deleting the full Stack containing the User Audio and/or Mic Capture. For the avoidance of doubt, Credits will not be expended for the download or export of User Audio and/or Mic Capture files. Neither User Audio nor Mic Capture will (a) be used by DCI as training data for machine learning models or (b) be accessible to any other User of the Services unless the Stack containing such User Audio and/or Mic Capture is shared via the Services or exported and shared outside of the Services as a new audio file. For purposes of clarity, DCI is not responsible for any required clearances for you to use the User Audio and/or Mic Capture and if you are found to have infringed any third party’s rights with respect to any User Audio and/or Mic Capture, you will have violated these Terms and DCI reserves the right to terminate your subscription and/or Account immediately and block you from using the Services in the future.
3.3.4 Prohibited Uses. 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 Services 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 DCI 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 DCI 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 for training material for machine learning models; and (k) you may not use User Audio in connection with the creation of a Stack.
3.4 Fees and Billing for DCI Sounds
3.4.1 Fees. DCI Sounds is provided as part of the Services.
3.4.2 Promotional Codes. From time to time, in connection with other promotional activities for Sounds made available on DCI 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.
4. DCI Skills. DCI 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 DCI Skills. Access to certain DCI Skills Lessons may be made available to non-subscribing Users or Users at any subscription level at the discretion of DCI.
4.1 License and Ownership Terms for DCI 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”. DCI 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 DCI Skills for personal, non-commercial purposes, and in accordance with any limitations set forth herein and otherwise communicated by DCI through the Services.
4.2. Fees and Billing for DCI Skills. DCI Skills is provided as part of the Services.
5. Plugins. DCI’s plugin platform allows Users to obtain software plugins, related hardware and other gear from DCI and third-party developers (such platform, the “Marketplace” and such plugins and gear, “Plugins”). If you obtain a Plugin through the Services, then any problems or support issues must be resolved with the developer of such Plugin, which may be DCI or a third party, as identified on the Services, unless otherwise set forth on the Services.
5.1. License Terms for Plugins and Marketplace. Plugins are licensed, not sold, to you. You may not sell, sublicense or otherwise transfer the serial number or other identifier of your license to another individual or entity.
5.1.1 For DCI Plugins. For Plugins developed by DCI (“DCI Plugins”), unless otherwise set forth in writing by DCI (including on the Marketplace or otherwise on the Services), the following license terms shall apply: Subject to your compliance with the Agreement, DCI grants you a non-exclusive, worldwide, revocable license, during the term of your applicable DCI subscription (as further described in Section VIII(2)) (Services Subscription Fees), to perform, display and use those DCI Plugins on any compatible device that you own or control.
5.1.2 For Third-Party Plugins. Plugins developed by third parties, as identified in the Marketplace or otherwise on the Services (“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 Services, 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.
5.2. Fees and Billing for Plugins and the Marketplace
5.2.1 Fees. DCI Plugins are provided as part of the Services. The cost for Third-Party Plugins (the “Cost”) will be set forth on the Services 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 Services (each, an “Installment”) for the number of months set forth on the Services, 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.
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 DCI 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 DCI WILL CHARGE YOUR PAYMENT METHOD EACH MONTH FOR THE COST OF AN INSTALLMENT UNTIL THE COMPLETE COST IS PAID , UNLESS YOU CANCEL OR PAUSE YOUR PAYMENT PLAN, AS FURTHER DESCRIBED BELOW. YOU AUTHORIZE DCI TO CHARGE THE PAYMENT METHOD THAT OUR SERVICES 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.
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, DCI AND ITS LICENSORS RESERVE THE RIGHT TO CANCEL A USER’S PAYMENT PLAN WITHOUT PROVIDING A REFUND IF SUCH USER BREACHES THE AGREEMENT.
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 Installments made by you prior to your cancellation. Without limiting the foregoing, DCI does not make any guarantee that any particular Plugin will be available for you to restart a Payment Plan.
5.3 Instrument DCI has developed its own proprietary digital audio workstation (DAW) plugin platform that allows you to experiment, play, record and/or download presets via MIDI that mimic musical instrument sounds from an extensive preset library (“Instrument”). As used in connection with DCI Instrument, presets are pre-configured settings for a group of audio files, effects, and/or even entire audio processing chains that are solely available in DCI Instrument (“Instrument Presets”) DCI Instrument is only available to you on the Services and cannot be downloaded and/or used outside of the Services.
5.3.1 License Terms for Instrument Solely with respect to DCI Instrument, unless otherwise set forth in writing by DCI (including on the landing page for DCI Instrument or otherwise on the Services), the following license terms shall apply: Subject to your compliance with the Agreement, DCI grants you a non-exclusive, worldwide, revocable license, solely during the term of your Account to perform, display and use DCI Instrument (and any Instrument Presets therein) solely via the Services on any compatible device that you own or control. For the avoidance of doubt, you will not own DCI Instrument.
5.3.2 Usage Your usage of DCI Instrument and the Instrument Presets shall be dictated by the type of Account you have of the Services. Subject to your compliance with the Agreement, we grant you a non-exclusive, non-transferable, limited, worldwide, perpetual right to perform, display and use/download any Instrument Preset(s), which are used in DCI Instrument, solely in New Recordings and/or in Creative Works for commercial and non-commercial purposes, except as prohibited below. This means that you may modify, publicly perform, distribute, transmit, communicate to the public, sublicense and otherwise use the Instrument Presets solely as embodied in a New Recording and/or in a Creative Work. For the avoidance of doubt, you will not own the Instrument Presets.
5.3.3 Prohibited Uses. Notwithstanding anything to the contrary and solely with respect to Instrument Presets, you may not (a) sublicense the Instrument Presets in isolation as sound effects, loops, or as source material for any other form of sample (even if you modify the Instrument Presets), (b) use or sublicense Instrument Presets in a manner competitive to DCI or its licensors, (c) sublicense, sell, loan, share, lend, broadcast, rent, lease, assign, distribute, or transfer the Instrument Presets to a third party except as incorporated into a New Recording or Creative Work as noted above; (d) redistribute Instrument Presets either individually and/or in a new pack(s); (e) use any Instrument Presets or portions of Instrument Presets identified as made available for “preview” other than to internally and locally (on the Services) preview the applicable Instrument Presets (and for the avoidance of doubt, “preview” Instrument Presets may not be modified, reproduced, publicly performed, distributed, transmitted, communicated to the public, sublicensed, or otherwise used, including for commercial purposes); or (f) use the Instrument Presets as source or training material for generative or other types of artificial intelligence models. Additionally, you may not use the name, image, or likeness of any brand and/or artist associated with Instrument Presets in any way.
5.3.3 Fees and Billing for Instrument If you have an Account, you shall have access to DCI Instrument via the Services and will only be able to use a limited number of Instrument Presets that are available for free in accordance with Section 5.3.1 during the term of your Account. If you have an Account and pay a Services Subscription Fee (as further described in Section VIII(2)) in connection with DCI Instrument, you will have access to all of the Instrument Presets available in DCI Instrument to use solely in accordance with Section 5.3.2 during the term of your Account via the Services.
6. CADO. DCI’s proprietary AI-assisted music creation technology that serves Sounds from the DCI Sounds catalog, allowing users to layer and arrange those sounds into sections, and to add vocals and other permitted content to create a complete, multi-section musical work ("Song"). Users can access this technology via the CADO website at http://withcado.com and, as they become available, CADO mobile and desktop applications (collectively, "CADO"). Users are required to register an Account in order to save a Song. Your CADO subscription plan determines your ability to copy, export, download, and/or distribute a Song outside of the Services. Previewing, auditioning, or sharing a Song within the Services does not require a paid plan. All Sounds used in Songs are licensed, not sold, to you. A Song, on its own, is not a New Recording or a Creative Work. The Sounds embodied in a Song are licensed to you as set forth in Section II(3) (DCI Sounds) and, subject to your CADO subscription plan, may be used as embodied in a New Recording or Creative Work in accordance with that license. Except for provisions relating to Credits, which do not apply to CADO, all terms and conditions set forth in Section II(3) (DCI Sounds) shall be applicable to your use of CADO and the creation of a Song.
6.1.1 User Audio. CADO enables you to upload your own audio, either audio that is original to you or audio that you have been granted the required rights to by a third party ("User Audio"), and incorporate it into a Song. Where the User Audio is musical or instrumental content, CADO may identify compatible Sounds from the DCI Sounds catalog to combine with the User Audio in your Song. User Audio is treated in the same manner as a Mic Capture under these Terms, except that Vocal Transformation is not available for User Audio. You retain ownership of your User Audio; you do not own the Sounds, which are licensed to you as set forth in Section II(3) (DCI Sounds). The User Audio is retained as part of your Song, which you may save and share, or, subject to your CADO subscription plan, export or download in a supported format. Except for provisions relating to Credits, which do not apply to CADO, all terms and conditions set forth in Section II(3) (DCI Sounds) shall be applicable to you in connection with the use of CADO and User Audio.
6.1.2 CADO Microphone Capture. CADO enables you to record your own content (such as vocals), which must either be original to you or content that you have been granted the required rights to by a third party ("CADO Mic Capture"), and incorporate it into a Song. CADO may analyze your Mic Capture to identify its melody and to find compatible Sounds from the DCI Sounds catalog to combine with the Mic Capture in your Song. As between you and DCI, you retain ownership of your CADO Mic Capture; you do not own the Sounds, which are licensed to you as set forth in Section II(3) (DCI Sounds). The CADO Mic Capture is retained as part of your Song, which you may save and share, or, subject to your CADO subscription plan, export or download in a supported format. Except for provisions relating to Credits, which do not apply to CADO, all terms and conditions set forth in Section II(3) (DCI Sounds) shall be applicable to you in connection with the use of CADO and CADO Mic Capture.
6.1.3 Usage. User Audio and CADO Mic Capture will be used by DCI to search the DCI Sounds catalog for compatible Sounds and for playback of the applicable Songs by the User. By using CADO in connection with User Audio and/or CADO Mic Capture, you acknowledge and agree that the User Audio and/or CADO Mic Capture is original to you, that you hold all necessary rights in and to the User Audio and/or CADO Mic Capture, and you hereby grant DCI a fully paid, royalty-free, perpetual, irrevocable, worldwide, 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 and/or CADO Mic Capture (in whole or in part) solely for the purposes of operating and providing the Services to you. User Audio and/or CADO Mic Capture files will remain on the Services and be accessible by the User who originally uploaded the User Audio and/or recorded the CADO Mic Capture as long as (a) the User Audio file, CADO Mic Capture file, and/or containing Song(s) are not deleted by the User and (b) the User’s Account remains active. Cancellation or downgrade of a User’s subscription does not, by itself, result in the deletion of any User Audio or CADO Mic Capture. If a User deletes their Account, or their Account is otherwise terminated in accordance with these Terms, any and all User Audio uploaded and/or CADO Mic Capture recorded by the User will be deleted from the Services within thirty (30) days of such deletion or termination. A User may remove their uploaded User Audio and/or recorded CADO Mic Capture from the Services at any time by directly deleting the User Audio and/or CADO Mic Capture file on the Song detail page or by deleting the full Song containing the User Audio and/or CADO Mic Capture. Neither User Audio nor CADO Mic Capture will (a) be used by DCI as training data for machine learning models or (b) be accessible to any other User of the Services unless the Song containing such User Audio and/or CADO Mic Capture is shared via the Services or exported and shared outside of the Services as a new audio file. For purposes of clarity, DCI is not responsible for any required clearances for you to use the User Audio and/or CADO Mic Capture, and if you are found to have infringed any third party’s rights with respect to any User Audio and/or CADO Mic Capture, you will have violated these Terms and DCI reserves the right to terminate your subscription and/or Account immediately and block you from using the Services in the future.
6.1.4. Prohibited Uses. Notwithstanding anything to the contrary contained herein, if you are using CADO without a paid subscription (a "free version" of CADO), the following applies: (a) you are granted a limited, non-exclusive, revocable right to create and share your Song on the Services (including via a share link hosted on the Services) solely for non-commercial uses; (b) you hold no rights in or to any Songs you create or the Sounds contained therein; (c) you may not use the Song 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 Song, or the Sounds embodied in the Song, 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 Song, any of the Sounds layered in the Song, or any content added to the Song by DCI; (f) you may not sublicense Songs as sound effects, loops, or as source material for any other form of sample (even if you modify the Song); (g) you may not use or sublicense Songs in a manner competitive to DCI or its licensors; (h) you may not sublicense, sell, loan, share, lend, broadcast, rent, lease, assign, distribute, or transfer Songs to a third party, other than sharing your Song on the Services as permitted in (a); (i) you may not redistribute Songs except as may be set forth herein; and (j) you may not use a Song as source or training material for machine learning models.
6.1.5. Fees and Billing for CADO If you have an Account, you shall have access to CADO via the Services, including the full catalog of DCI Sounds made available in CADO, to create and share Songs on the Services for non-commercial use as described in Section 6.1.4. Downloading or exporting a Song, and obtaining a license to the Sounds contained in a Song for use in a New Recording or Creative Work, require payment of a Services Subscription Fee (as further described in Section VIII(2)).
7. App License. Subject to your compliance with the Agreement, DCI 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 Services expressly authorized by DCI for commercial use (e.g., with versions of DCI Sounds that can be used commercially) shall not, in and of itself, be deemed a breach of this Section II(6).
8. Certain Restrictions. You must use the Services in compliance with all privacy, data protection, intellectual property, and other applicable laws. In using the Services, you shall not:
(a) interfere with security-related features of the Services, 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 Services except to the extent that the activity is expressly permitted by applicable law;
(b) interfere with the operation of the Services or any User’s enjoyment of the Services, 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 Services; (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 Services;
(c) perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;
(d) disclose personal information about another person or harass, abuse, or post objectionable, pornographic, harmful, offensive, or obscene material;
(e) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of your rights in the Services to a third party without our express written consent;
(f) use the Services 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;
(g) violate, or encourage others to violate, any right of a third party (including by infringing or misappropriating any third-party intellectual property right);
(h) frame or utilize framing techniques to enclose any trademark, logo, or other DCI Property (including images, text, page layout or form);
(i) use any metatags or other “hidden text” using DCI’s name or trademarks;
(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 Websites (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Websites 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);
(k) except as expressly stated herein, copy, reproduce, distribute, sell, republish, download, display, post or transmit any DCI Property in any form or by any means;
(l) sell, distribute or otherwise share any data made available to you or otherwise obtained by you through the Services;
(m) remove or destroy any copyright notices or other proprietary markings contained on or in the Services;
(n) if you are a business entity, use the Services inconsistent with Section III(3) (Enterprise Accounts) or in connection with more than one individual affiliated with that entity per Account; or
(o) assist or permit any persons in engaging in any of the activities described above.
DCI, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Services or DCI Property terminates the licenses granted by DCI pursuant to the Agreement. You may use the Services only for its intended purpose.
9. Updates. You acknowledge and agree that DCI may require you to accept updates to the Services that you have installed on your computer or mobile device. You acknowledge and agree that DCI may update the Services with or without notifying you. You may also need to update third-party software from time to time to use the Services and/or any third-party software (for example, for certain premium add-ons and Plugins you purchase, license, or otherwise access through the Services).
III. Account Creation and Your Account
1. Registering an Account.
1.1. Certain parts of the Services 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.
1.2. We reserve the right to reject any username or to terminate your username and give such username to another User of the Services 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 DCI has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or is incomplete, DCI has the right to suspend or terminate your Account and refuse any and all current or future use of Services (or any portion thereof). You agree not to create an Account or use the Services if you have been previously removed or banned from using the Services.
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 [email protected] 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 Services by such persons.
3. Enterprise Accounts.
3.1 Enterprise Accounts DCI 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 all users of an Enterprise Account either meet the eligibility criteria or have received permission from a parent or guardian prior to the use of such Enterprise Account.
3.2 Enterprise Representatives 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 Enterprise Account, and such license cannot be transferred or otherwise assigned without our express, written permission. If you are an Enterprise Representative, you represent and warrant that you have authority to bind such entity, organization, or company and those individuals who will be operating any Enterprise Accounts to the Agreement and any Order Forms entered into between you and us.
3.3 Customer Identification By entering into an Order Form for an Enterprise Account, you agree that DCI may use the name, logos or other indicia (“Identifiers”) of the entity identified as “Customer” on such Order Form (“Enterprise Customer”), to identify Enterprise Customer as user of the Services, including on DCI’s Websites and other public parts of the Services. DCI agrees that any such use shall be subject to any written guidelines that Enterprise Customer may deliver to DCI regarding the use of its Identifiers.
3.4 Enterprise Account Eligibility By accessing or using the Services 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 Services; (b) you have not previously been suspended or removed from the Services; and (c) your use of the Services is in compliance with any and all applicable laws and regulations.
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 DCI. 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 Services, including but not limited to, a mobile device that is suitable to connect with and use the Services in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
IV. Communications
By using the Services 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 Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning the DCI 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. Interactions with Other Users
1. Acceptable Use Policy and Community Guidelines.
Your access and use of the Services and DCI’s Discord Community (described below) is subject at all times to your strict compliance with all terms and conditions of DCI’s Acceptable Use Policy & Community Guidelines.
2. DCI’s Discord Channel.
Users may join DCI’s official Discord channel ("DCI Discord Community”). The DCI Discord 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”). DCI reserves the right to remove members from the DCI Discord Community if it believes such member has violated DCI’s Acceptable Use Policy & Community Guidelines, in its sole discretion. You are responsible for any content you submit in the DCI Discord Community, which is at all times subject to the rules and restrictions of the Third-Party Community Policies and DCI’s Acceptable Use Policy & Community Guidelines. You acknowledge that DCI 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 DCI Discord Community. You further acknowledge that DCI is not obligated to screen any content that may appear on the DCI Discord Community, but has the right to remove any content that it believes violates DCI’s Acceptable Use Policy & Community Guidelines, in its sole discretion. DCI’s license of Sounds to Users set forth in Section II(3) (DCI Sounds) does not extend to content provided through the DCI Discord Community. A license to Sounds from DCI may only be obtained as set forth in Section II(3) (DCI Sounds).
2. Objectionable Content.
By using the Services or the DCI Discord Community, you accept the risk that you might be exposed to content that is objectionable to you.
3. User Disputes.
We are not responsible for any disputes or disagreements between you and any third party you interact with using the Services or the DCI Discord 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 Services and will not involve us in such disputes. Use caution and common sense when using the Services and DCI Discord Community and dealing with other Users.
VI. DCI Marks
DCI, the DCI logo, and other DCI logos and product and service names are registered or unregistered trademarks of DCI (the “DCI Marks”). Without our prior written permission, you may not display or use in any manner the DCI Marks.
VII. Feedback
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services (“Feedback”), then you grant DCI 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 Services and create other products and services. You acknowledge that your submission of Feedback is at your own risk and that DCI has no obligations (including, without limitation, obligations of confidentiality, credit or payment) with respect to such Feedback.
VIII. 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 Services, you must either provide DCI’s Third-Party Payment Processor (defined below in Section XII (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 DCI with your credit card or debit card number or PayPal account and associated payment information, you agree that DCI is authorized to immediately charge your Account for all fees and charges due and payable to DCI hereunder and that no additional notice or consent is required. You agree to immediately notify DCI 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 DCI has not received payment, we may also change your subscription period in accordance with Section XI(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. DCI reserves the right at any time to change its prices and billing methods upon notice to you in the Services and by email, which changes will come into effect on the Renewal Date (defined below).
2. Services Subscription Fees.
You will be responsible for payment of the applicable fee for any Services (each, a “Services Subscription Fee”) at the time you create your Account and select your package. Except as set forth in the Agreement, all fees for the Services are non-refundable.
3. Third-Party Purchases
Purchase of a DCI subscription or any DCI Plugins or other products via a third-party platform shall be subject to that platform’s terms and conditions and privacy policies. DCI makes no assertions as to the policies of any third party.
4. Taxes.
The payments required under Section VIII(2) (Services 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 DCI determines it has a legal obligation to collect a Sales Tax from you in connection with the Agreement, DCI shall collect such Sales Tax in addition to the payments required under Section VIII(2) (Services 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 DCI, 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 DCI for any liability or expense DCI may incur in connection with such Sales Taxes. Upon DCI’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 DCI free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to DCI will be your sole responsibility, and you will provide DCI 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 Services must be used within the specified time of the trial. At the end of the trial period, your use of the Services will expire, and any further use of the Services is prohibited unless you pay the applicable Services Subscription Fee. If you are inadvertently charged for a subscription, please contact [email protected]. For the avoidance of doubt, all free trials, promo codes and other promotions are subject to the terms, conditions, and limitations presented by DCI 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 Services, 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 Services (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 Services 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 DCI charging the Services 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.
IX. DISCLAIMER OF WARRANTIES
1. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) THE SERVICES, DCI PROPERTY, AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND (B) DCI 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. DCI DOES NOT WARRANT THAT THE SERVICES 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 SERVICES WILL BE ACCURATE OR RELIABLE.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES 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 SERVICES OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DCI OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
FROM TIME TO TIME, DCI 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 DCI’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 DCI, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SERVICES PROVIDERS, PARTNERS, AND LICENSORS (COLLECTIVELY, “DCI ENTITIES”) ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE DCI ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THIRD PARTY SERVICES 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. DCI MAKES NO WARRANTY THAT THE GOODS OR SERVICESS 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 SERVICES AND DCI DISCORD COMMUNITY. YOU UNDERSTAND THAT DCI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES OR MEMBERS OF THE DCI DISCORD COMMUNITY. DCI MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICESS, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT POSTED BY USERS OF THE DCI DISCORD COMMUNITY.
4. Third-Party Materials.
As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for DCI to monitor such materials and that you access these materials at your own risk.
X. LIMITATION OF LIABILITY AND INDEMNIFICATION
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE DCI 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 SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY DCI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE DCI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES 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 DCI, IF ANY, DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE OF YOUR CLAIM .
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, DCI DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY DCI’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 DCI 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 Services, 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 Services. 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 DCI Entity or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Websites, any App or any Services provided hereunder.
To the fullest extent permitted by law, you are responsible for your use of the Services, and you will indemnify and hold harmless the DCI 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 Services; (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 DCI 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.
XI. Term and Termination
1. Term.
The Agreement is effective beginning when you accept the Agreement or first access or use the Services, 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 DCI’S THEN-CURRENT PRICE FOR SUCH SUBSCRIPTION. BY SUBSCRIBING, YOU AUTHORIZE DCI 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 DCI at [email protected] 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 DCI 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 DCI 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 [email protected]. If you violate any provision of the Agreement or otherwise misuse the Services, DCI may, at its sole discretion, terminate the Agreement or suspend or terminate your access to the Services. We may also change, suspend, or discontinue any aspect of the Services 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 XI.
4. Effect of Termination.
Termination of your Account includes removal of access to the Services and may include barring of further use of the Services. 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 Services, your right to use such Services will automatically terminate immediately, including any saved Sounds and Stacks. You understand that any termination of the Services 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. DCI 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.
XII. Third-Party Services
1. Third-Party Payment Processor.
DCI 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 Services, 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 DCI 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 Services 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 Services 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 DCI. DCI is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. DCI 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 Services, 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 Services. 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 DCI and not with the App Store. DCI, not the App Store, is solely responsible for the Services, 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 Services, 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 Services, 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 DCI only, and not Apple, and (ii) DCI, 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 Services.
- 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 DCI 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 DCI.
- You and DCI acknowledge that, as between DCI 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 DCI 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 DCI and Apple, DCI, 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 DCI 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.
5. Online Store.
DCI’s online store is hosted by Shopify. Shopify collects and processes your personal information when you visit and make purchases on the DCI store, including to provide services based on your interactions with the DCI store, other merchants, and Shopify and to provide us with advanced product and store customization, analytics, and advertising services. Your personal information will be shared with Shopify and other third parties that may be located in other countries, in order to provide similar advanced product and store customization, analytics, and advertising services to such other third parties. For more information on Shopify’s privacy practices, please see: https://www.shopify.com/legal/privacy/consumers and to submit a privacy-related request to Shopify, please visit the following page: https://privacy.shopify.com/en.
6. Third-Party Software Integrations.
6.1 Some DCI products allow Users to utilize artificial intelligence to create songs. Currently, DCI integrates various Eleven Labs products into its products. All AI features on the Services are subject to the Eleven Labs Terms of Use (non-EEA) or the Eleven Labs Terms of Services (EEA), as applicable, including, but not limited to, the Eleven Labs Prohibited Use Policy contained therein.
6.2 The Websites are protected by Google reCAPTCHA. DCI is using Google reCAPTCHA on community functions such as likes and comments. See Google's applicable Privacy Policy and Terms for more information.
XIII. Dispute Resolution and Arbitration Agreement
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires Users to arbitrate disputes with DCI 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 DCI relating in any way to your access to or use of the Services 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 DCI 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 “DCI” 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 DCI 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 Services 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, DCI will pay them for you. In addition, DCI 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 Services 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 DCI. 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 DCI 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 DCI 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 XIII(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: [email protected], within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your DCI username (if any), the email address you used to set up your 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 XIII(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 DCI.
9. Modification.
Notwithstanding any provision in the Agreement to the contrary, we agree that if DCI 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 XIII(6) (30-Day Right to Opt Out) above.
XIV. General Provisions
1. Electronic Communications.
The communications between you and DCI may take place via electronic means, whether you visit the Services or send DCI e-mails, or whether DCI posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from DCI in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that DCI 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 and are unique to you as an individual, and may not be assigned, subcontracted, delegated or otherwise transferred by you without DCI’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.
DCI 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 DCI and that prevents DCI from complying with any of its obligations under the Agreement. For UK Users, if a force majeure event occurs that affects DCI’s performance of its obligations under the Agreement: (a) DCI will contact you as soon as reasonably possible to notify you; and (b) DCI’s obligations under the Agreement will be suspended and the time for DCI’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 [email protected].
4. Questions, Complaints, Claims.
If you have any questions, complaints or claims with respect to the Services, please contact us at [email protected]. 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 DCI 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 DCI requires that you provide an e-mail address, you are responsible for providing DCI with your most current e-mail address. In the event that the last e-mail address you provided to DCI is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, DCI’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to DCI at the address below. Such notice shall be deemed given when received by DCI 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 Services or any part thereof except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, 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 Services 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 Services, 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 Services 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, 4th Floor
New York, New York 10003
[email protected]
XV. DCI 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 Services 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 Services 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 Services;
(d) Your name, address, telephone number, and email address;
(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 Services should be sent to:
Distributed Creation Inc.
817 Broadway, 4th Floor
New York, New York 10003
[email protected]