Splice Studio & Community Terms of Use

Last Updated: April 1, 2021

These Splice Studio & Community Terms of Use (“Tracks Terms”) are incorporated by reference into, and made a part of, the Splice Terms of Use (the “Terms”). Capitalized terms used in these Tracks Terms, but not defined, have the meanings given in the Terms. These Tracks Terms apply to your Posting of Tracks to the Company Properties. Please read these Tracks Terms carefully. For the avoidance of doubt, your use of Splice Sounds is also governed by the Terms, except that, if there is a conflict between the Terms and these Tracks Terms, these Tracks Terms will govern to the extent of the conflict with respect to the creating and Posting of Tracks through the Service only.

BY CREATING OR POSTING TRACKS THROUGH THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE IN CONNECTION WITH SUCH TRACKS, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THESE SOUNDS TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE IN CONNECTION WITH TRACKS.

1. Additional General Terms for Splice Studio and Community

1.1. Definitions.

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

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

c. “Company” means Distributed Creations, Inc. (d/b/a Splice)

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

e. “Creator” means a User who Posts a Track that has not been Spliced to the Service or a User who is deemed a Creator as described in Sections 2.5(a)(2) and 2.5(b).

f. “Post and Posting”mean submitting, uploading, publishing, displaying, or performing a similar action on the Service.

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

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

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

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

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

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

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

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

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

p. “User Content” means any material that you Post to the Service, including, without limitation, musical works, sound recordings (including Tracks and Spliced Tracks), literary works, photographs, audiovisual works and artwork.

1.2. Profile Page. You may create a personal page (your “Profile”) on the Company Properties on which you showcase your Tracks, in accordance with your Splice Settings. The Tracks you Post to your Profile will be subject to the license grants and other covenants, representations, and warranties set forth in this Agreement. Profiles are public by default, but your Tracks are not (except for Spliced Tracks of Public Tracks). You are responsible for choosing a Splice Setting for each Track. If you do not choose a Splice Setting, then we will default to “Private” for your Track.

2. License Terms for Splice Studio and Community (including Tracks)

2.1. We Claim No Ownership. You or a third-party licensor, as appropriate, retain all intellectual property rights to the User Content you Post to the Service. This also means that you are responsible for protecting any of your rights in your User Content (including with respect to any User who violates the license you grant to such User pursuant to Section 2.5 (e.g., a User who Uses a Spliced Track for commercial purposes)).

2.2. User Content Generally. Posting User Content, including Tracks, is a privilege, not a right, and we may terminate such privileges of any User at any time and for any reason, without liability to such User. If you find objectionable content in any User Content, then please notify us by sending an e-mail to support@splice.com. You are solely responsible for the content of any User Content.

2.3. License Grant From You to Us. Subject to your Splice Settings, you grant us an unrestricted, assignable, sublicenseable, revocable, royalty-free license throughout the universe to Use any Track, through any media and formats now known or hereafter developed, for the purposes of (i) advertising, marketing, and promoting the Company and the Company Properties; (ii) sharing information about your Track with third parties and third party sites, including Users; and (iii) Using your Tracks on and through the Company Properties as authorized in this Agreement, including, but not limited to, for the purpose of Splicing. You also grant us a royalty-free license to Use your name, image, voice, and likeness as made available by you or on your behalf through the Company Properties in conjunction with advertising, marketing, or promoting you, your Tracks, the Company, or the Company Properties. For clarity, the rights granted in the preceding sentences of this Section 2.3 include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting us the right to Use your Tracks without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a PRO, a sound recording rights organization (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content. For clarity, if you’ve indicated that a Track is Private, then we will exercise the rights to such Track under this Section 2.3 in a manner consistent with your intent to keep it private (e.g., not use such Track to advertise, market, and promote the Company and the Company Properties for so long as the Track is set to Private).

2.4. Through-To-The-Audience Rights. All of the rights you grant in these Track Terms are provided on a through-to-the-audience basis, meaning the owners or operators of third party sites will not have any separate liability to you or any other third party for Tracks Posted or Used on such third party sites via the Company Properties.

2.5. Licenses Between Users.

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

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

(2) If you are a Collaborator on a Public Track, the Creator grants you a Collaboration License and you hereby grant the Creator an irrevocable, perpetual, royalty-free license to Use any of your User Content incorporated into the original Public Track. You may also Splice such Public Track in your own workspace. In that case, if you make your Spliced Track Public (subject to the Creator's prior authorization), then the licenses in Section 2.5(a)(1) will apply as if you are the Creator.

b. Private Tracks. If you are a Collaborator on a Private Track, then the Creator grants you a Collaboration License and you hereby grant the Creator an irrevocable, perpetual, royalty-free license to Use any of your User Content incorporated into the original Private Track. If – and only if – you obtain the Creator’s prior written permission, you may Splice such Private Track in your own workspace. In that case, if you make your Spliced Track Public (subject to the Creator’s prior authorization), then the licenses in Section 2.5(a)(1) will apply as if you are the Creator.

3. Additional Obligations for Splice Studio and Community.

3.1. You Must Have Rights to the Content You Post. Do not Post any Track to the Company Properties if you are not the owner of all intellectual property and other proprietary rights in such Track, or are not fully authorized to grant rights in, all of the elements of the Track. In addition, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you cannot Post such sound recordings to the Company Properties unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to sublicense us pursuant to this Agreement. For example, the use of clips of third-party sound recordings are not permitted on the Company Properties unless you have cleared all rights to the sampled sound recordings.

3.2. Representations and Warranties. By Posting any Tracks or otherwise using the Service in connection with any of your Tracks, you represent and warrant that: (i) any Tracks you Post to the Company Properties are truthful, accurate, not misleading, and offered in good faith, (ii) you own the Tracks you Post on or through the Company Properties or otherwise have the right to grant the license set forth in this Agreement; (iii) the Posting and use of your Tracks on or through the Company Properties does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; (iv) the Posting of your Tracks on the Company Properties will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (v) the posting of your Tracks on the Company Properties does not result in a breach of contract between you and any third party. You must pay all amounts owed to any person as a result of Posting your Tracks on the Company Properties, including any subsequent Posting to the Company Properties by any Users who have Spliced your Tracks. You agree that, subject to your Splice Settings, your Tracks are non-confidential and non-proprietary, except as otherwise agreed upon between you and us.

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

4. Liability for Splice Studio and Community.

4.1. User Content and User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with using the Service, including Creators and other Users Splicing, licensing or otherwise using your Track. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release us of all claims, demands, and damages in disputes among you and other Users of the Service and will not involve us in such disputes. Use caution and common sense when using the Service, including Tracks, and dealing with other Users. YOU ACKNOWLEDGE AND AGREE THAT THE SPLICE ENTITES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE SPLICE ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER CREATORS AND USERS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

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