SPLIT.SOCIAL
© All Rights Reserved Split.Social
Terms and conditions
Welcome to Studio.Page. Studio Art, Inc. (“Studio.Page”) makes the service available through www.Studio.Page (together with any other products or services offered thereon, the “Services”), available to Studio.Page customers solely under these Terms and Conditions (the “Terms and Conditions”).
By downloading or using any Service, each User: (a) agrees to these Terms and Conditions; (b) represents that the User is 18 years of age or older; and (c) if the User is acting on behalf of any legal entity, that he or she is duly authorized to do so. As used in the Terms and Conditions, “User” or “you” also means the person or entity that downloads, accesses or uses any one or more Services.
Studio.Page may revise these Terms and Conditions at any time and at its discretion. If you keep using our Service after we change the “Last Updated” date above, you are agreeing to the updated Terms and Conditions.
A. Split Social’s Obligations
Except as Split.Social and User otherwise agree in writing:
1. Split.Social may modify, update, upgrade or add features and functions to any one or more of the Services, but shall have no obligation to do so.
2. Split.Social shall have no obligation to continue to make any one or more of the Services available under the Terms and Conditions, with any particular features or functions, or at all.
3. If you are an entity posting Content (defined below) on the Services (each a “Studio”), Split.Social shall host your Content on systems operated by, or on behalf of, Split.Social (any one or more such systems, “Split.Social’s Systems”), subject to your payment for the Services; and
4. Split.Social shall host a Studio’s uploads and other Content, including individual multimedia assets (“Content”), for as long after termination of its relationship with Studio as it deems commercially reasonable. Split.Social shall have no obligation to store or maintain any Content more than 90 days after User’s account is closed. If User allows one or more of its videos or items of Content to remain on Split.Social’s System thereafter, Split.Social may, in its sole discretion: (a) transmit a copy of User’s videos and Content to User’s last known address at its expense; (b) delete user’s videos and Content from Split.Social’s Systems; or (c) both. You may download a copy of your Content at any time.
B. Your Obligations
1. You, the User, are and will be solely responsible for each use of any one or more of the Services accessed by your employees, agents, and each other User you permit to use your Split.Social account, with or without your permission, and regardless of whether that use complies with your own policies or procedures.
2. As a Studio, you will only use our Services, individually or in any combination, solely:
a. for your own business purposes, and will not resell, distribute or otherwise make your access to and right to use any one or more of the Services available to any other person or entity, in return for payment or other consideration of any kind or otherwise;
b. as these Terms and Conditions permit;
c. using Content that you own or have written authorization to use;
d. depicting the names and likenesses of individuals in each item of Content solely with their written consent, or the written consent of the individual’s parent or legal guardian if such individual depicted is below the age of 16;
e. depicting names, trademarks, service marks, trade dress and other branding indicia solely as permitted by their respective owners;
f. without revealing any trade secret or confidential or proprietary information, except as authorized in writing by its owner;
g. in a manner that does not constitute defamation, harassment, or bullying;
h. in a manner that does not otherwise violate the contract, proprietary, intellectual property, privacy, publicity, or other legal rights or interests of any person or entity; and
i. in any and all other respects, in compliance with all applicable law and regulations
3. You will not:
a. modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services;
b. access the Services in order to build a similar or competitive service;
c. except as expressly stated in these Terms and Conditions, copy, reproduce, distribute, republish, download, display, post, or transmit in any form or by any means any part of the Services;
d. upload Content set in dangerous, hazardous, or illegal situations;
e. use the Services to compile or in any way assist in the making of illicit, offensive, or illegal content, or videos depicting the same, each as judged by Split.Social in its sole subjective discretion, including without limitation any racist content or comments;
f. defeat, evade, or attempt to defeat or evade any access control or other physical, technical or administrative precaution put in place by Split.Social or any of its licensors or vendors with respect to access to any one or more of the Services or any Content stored on Split.Social’s Systems in connection with any one or more of the Services;
g. buy, sell, rent, lease, traffic in, sublicense, share, or otherwise transfer on any basis whatever, any username, password, or other access credential for any one or more of the Services, or any related content or services;
h. create, upload, transmit, distribute, or store any Content that is inaccurate, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable, so that we may maintain our safe harbor for hosting internet speech under pursuant to Section 230 of the Communications Decency Act;
i. attempt, offer, or permit any person or entity acting on its behalf to do, attempt, or offer to do, any of the foregoing.
4. You may not use the Services or the Content or media accessible within the Services (the “Split.Social Resources”), or your access thereto, at any time in any manner that: (a) competes with, or assists any other person or entity in competing with Split.Social; (b) violates of these Terms and Conditions; (c) attempts to violate these Terms and Conditions; or (d) knowingly permits any user of your account to violate these Terms and Conditions.
5. Free Trials and Subscriptions.
a. If you sign up for a free trial of the Services, you will be charged if you do not cancel by the first day of the first full month following your signup. For example, if you sign up on January 15th, you will be charged on March 1st. We will charge you at the then-current monthly rate for the Service you initially purchased. You can cancel at any time by following the prompts in your account or by contacting us at the email address below.
b. If you purchase a subscription to the Services from us on a recurring monthly basis, you will be automatically charged on the day of the month that you began your subscription. These Terms and Conditions will be automatically renewed on a month-to-month basis at Split.Social’s then-current price for the relevant Service unless you opt out of the auto-renewal or decline to renew your subscription in accordance with this Section 6.
c. If you purchase an annual subscription, your subscription will renew each year on the day you first signed up.
d. You can cancel at any time. You will receive an upcoming reminder email three days before your subscription renews each month. If you choose to cancel your subscription, you can do so from your account page or by emailing us at brett@Split.Social. No minimum time commitment is required and your membership will continue until you cancel.
6. Studio Payments
If you are a Studio, we will pay you on a trailing month basis according to the following formula.
Revenue = Monthly Membership
Shared Costs = Hosting, Support, and Payment Processing
Total Minutes = The total amount of content a member watched in a month.
Member Minute Value = Studio Share / Total Minutes
Studios are paid directly for every minute of content a member watches at the Member Minute Value.
C. Confidentiality
1. You and Split.Social will each protect the Confidential Information that each (either you or Split.Social, as applicable, the “Receiving Party”) obtains from the other (the “Disclosing Party”) from unauthorized disclosure or use. As used herein, “Confidential Information” means any and all non-public oral, written and electronic information. Split.Social’s Confidential Information includes all non-public oral, written and electronic information pertaining to any one or more Services, Split.Social Resources, or related services, including support and video hosting and storage services, Split.Social, its management or business, and all other such information that you obtain from Split.Social under circumstances reasonably indicating that it is confidential or proprietary.
2. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party or its licensors. The Receiving Party shall not use or disclose any Confidential Information for any purpose other than:
a. as to Split.Social, to provide you with the use of one or more Services or Split.Social Resources;
b. as to both you and Split.Social, as otherwise permitted by these Terms and Conditions and as required by law. Except as required by law, you will require each person, other than your employees, to whom you disclose any of Split.Social’s Confidential Information to enter into an agreement to protect Split.Social’s Confidential Information from any use or disclosure that is prohibited by the Terms and Conditions.and
c. as to both you and Split.Social, as otherwise permitted by these Terms and Conditions and as required by law. Except as required by law, you will require each person, other than your employees, to whom you disclose any of Split.Social’s Confidential Information to enter into an agreement to protect Split.Social’s Confidential Information from any use or disclosure that is prohibited by the Terms and Conditions.
3. Confidential Information excludes information that is:
a. lawfully available to the public;
b. lawfully received by User from a third party not in breach of an obligation of confidentiality;
c. independently developed by Receiving Party without access to Confidential Information; or (d) known to Receiving Party at the time of disclosure.
c. known to Receiving Party at the time of disclosure.
4. When permitted by law to do so, you will make diligent and reasonable efforts to notify Split.Social that you have received a request or order for the disclosure of Split.Social’s Confidential Information sufficiently in advance of that disclosure to permit Split.Social to seek appropriate relief to limit or prevent such disclosure.
5. You agree that:
a. No Content or video that you make available to the general public constitutes Confidential Information; and
b. in the event that Split.Social receives a court order, subpoena, or other legal document that reasonably appears to compel disclosure of any video or underlying content stored by you on Split.Social’s Systems or other information related to your use of any one or more of the Services, Split.Social may disclose information as required, without liability to you, regardless of whether you have grounds for objecting to, preventing or limiting the disclosure as required, until or unless you provide Split.Social with a court order modifying that disclosure requirement.
D. Ownership and Licenses
1. The Services are each owned solely and exclusively by Split.Social or its licensors.
2. Except as specifically provided herein, nothing in the Terms and Conditions:
a. grants any User any license or rights of access or use in or to any one or more of the Services, Split.Social Resources, or any other intellectual property of Split.Social or its licensors; or
b. transfers to any User any rights, title or interest in or to any one or more of the Services, Split.Social Resources, or any other intellectual property of Split.Social or its licensors.
3. Nothing herein transfers to Split.Social any rights, title or interest in or to any item of Content uploaded to Split.Social’s Systems by a User, subject only to Section D.5 and D.6 of these Terms of Conditions. Split.Social is not the owner or author of any item of Content a User uploads to the Services.
4. Each User hereby grants Split.Social a non-exclusive, perpetual, worldwide, royalty-free, fully paid up, irrevocable right and license to copy, distribute, perform, and display all or any portion of any one or more videos or Content uploaded by User using any one or more of the Services, in any form or medium now in existence or that may hereafter be invented, including distribution over the Internet, satellite transmission, mobile telephony, or through any one or more information services or social media services, for the purposes of:
a. providing that User with the use of one or more Services or Split.Social Resources under these Terms and Conditions as the User requests; and (b) promoting Split.Social or any one or more of the Split.Social Apps in any lawful manner.
5. Split.Social may state, in lawful promotional and other communications, that User uses one or more Services.
6. Split.Social may request that you provide Split.Social with a current email address for Split.Social’s use as permitted by the Privacy Policy. If you provide Split.Social with an email address and any legally-required consent, we will send you email from Split.Social that is
i. marketing, or
ii. intended to gather feedback from end-users about their experience of Split.Social’s apps, products or services, to promote those apps, products and services (“Feedback”), or for other lawful and permitted purposes related to Split.Social’s business. By submitting Feedback, you agree that Split.Social is the exclusive owner of the Feedback and may use it for any lawful purpose.
E. Disclaimers and Warranties
EXCEPT AS Split.Social AND USER HAVE OTHERWISE AGREED IN WRITING OR AS OTHERWISE EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, THE SERVICES, Split.Social RESOURCES, AND Split.Social’S RELATED SERVICES ARE EACH PROVIDED “AS IS” AND “AS AVAILABLE,” WITH NO WARRANTIES OF ANY KIND WHATEVER. ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE EACH EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
F. Limitation of Liability
EXCEPT AS Split.Social AND USER OTHERWISE AGREE IN WRITING, USER’S USE OF ANY SERVICE, Split.Social RESOURCE, OR OTHER Split.Social PRODUCT OR SERVICE SHALL BE AT USER’S SOLE RISK. IN NO EVENT SHALL Split.Social BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF USER’S ACCESS, USE, OR INABILITY TO ACCESS OR USE ANY ONE OR MORE OF THE SERVICES, Split.Social RESOURCES, AND Split.Social’S RELATED SERVICES, ANY ONE OR MORE ITEMS OF THE USER’S CONTENT, OR ANY ONE OR MORE OTHER Split.Social PRODUCTS OR SERVICES. EXCEPT FOR PROSPECTIVE INJUNCTIVE RELIEF, USER’S SOLE REMEDY FOR ANY AND ALL DAMAGE TO USER’S SYSTEMS, HARDWARE, SOFTWARE, INFORMATION, CONTENT, LOSS OR ALTERATION OF USER’S CONTENT, DATA, DISRUPTION OF USER’S OPERATIONS, OR ANY OTHER DAMAGE, LOSS OR INJURY ARISING FROM OR RELATED TO ANY ONE OR MORE OF THE SERVICES, Split.Social RESOURCES, AND Split.Social’S RELATED SERVICES IS TO STOP USING THOSE SERVICES, Split.Social RESOURCES, AND RELATED SERVICES.
G. Indemnification
You will defend, indemnify, and hold harmless Split.Social and its directors, officers, employees and agents (any one or more of the foregoing, the “Indemnified Parties”), from and against each claim, and shall pay all damages, losses and expenses, including attorney’s fees, that any one or more of the Indemnified Parties is required to pay or otherwise incurs arising from or relating to:
1. one or more uses of any one or more Service by or attributable to you or any user of your account; or
2. any act or omission attributable to you that:
a. breaches these Terms and Conditions;
b. breaches any one or more of your representations, warranties or covenants made herein; or
c. violates applicable law or regulations that relates in any manner to Split.Social or any one or more of the Services.
H. Termination
1. Except as Split.Social and User otherwise agree in writing, Split.Social may terminate, restrict, alter, or suspend User’s access to, or use of any one or more of the Services:
a. If User fails to pay Split.Social as agreed on any one or more occasions; or
b. If, as determined in Split.Social’s sole judgment:
i. such suspension or termination is necessary or useful to:
a. maintain and upgrade any one or more Services or Split.Social Resources;
b. respond to a threat to the stability, security, or lawful operation of any one or Services or Split.Social Resources;
c. respond to any other issue with the operation or use of any one or Services or Split.Social Resources;
d. respond to an apparent violation of these Terms and Conditions by User or others;
ii. Split.Social cannot contact User using contact information User previously provided; or
iii. it is required to do so by law.
2. Split.Social reserves the unconditional and perpetual right to edit, delete, revoke your license to the Split.Social Resources for, and/or remove Split.Social intellectual property from, any video or Content on a Service that violates Section B of these Terms and Conditions.
I. Effect of Termination
1. Split.Social shall provide you with reasonable access to your Content stored on Split.Social Systems through the last day on which your account is open.
2. The termination of your access to or use of any one or more of the Services shall not excuse or release you from its obligation to make all payments to Split.Social that are due or become due through the last date on which you have access to any Service.
3. By no later than 90 days after the effective date of termination:
i. you must return or destroy, as Split.Social may elect, all Split.Social Confidential Information then in your possession, custody or control;
ii. Split.Social shall delete all your Content and videos from its systems at any time at least 30 days after your account closes.
4. All licenses granted hereunder, except the license granted pursuant to Section D.5 of the Terms and conditions shall terminate.
5. Any and all sections of the Terms and Conditions that by their terms operate after the termination or expiration of the Terms and Conditions, and without limiting the generality of the foregoing, Sections B, C, D, F, G, H & I and all subsections thereof, shall each survive the expiration or termination of the Terms and Conditions.
J. Miscellaneous
1. NO IMPLIED WAIVER; CUMULATIVE RIGHTS & REMEDIES
No failure or delay in exercising any right, power, or privilege under the Terms and Conditions by Split.Social shall operate as a waiver, nor shall any individual or limited exercise of any such right, power, or privilege by Split.Social preclude any other or further exercise or that or any other right, power, or privilege. Except where the Terms and Conditions expressly states otherwise, all rights, powers, and privileges granted to either party in the Terms and Conditions shall be in addition to, and may be exercised without prejudice to, any other claims, rights, remedies, and powers to which that party may then be entitled under the Terms and Conditions or otherwise, including rights to appropriate injunctive relief.
2. LIMITATION OF CLAIMS
No action or proceeding based on any claim related to a User’s use of any one or more of the Services, Split.Social Resources or one or more of Split.Social’s related services, other than an action for breach of a party’s payment obligations hereunder, may be brought more than one (1) year after the claim arose.
3. FORCE MAJEURE
Neither party shall be liable to the other for any failure to perform any obligation hereunder, other than its payment obligations, to the extent that its failure results from a cause beyond its reasonable control, including earthquakes, floods, fires, storms or other natural disasters, criminal activity, the suspension, degradation or other failure of electrical service, internet access, email service, or other utilities required to provide any one or more of the Services, Split.Social Resources, or Split.Social Services, or User’s unforeseen acts, including its failure to comply with these Terms and Conditions or to cooperate with Split.Social as it reasonably requests.
4. WAIVER OF JURY TRIAL
User and Split.Social waive their respective rights to a jury trial of any claim or cause of action related to or arising out of these Terms and Conditions. The scope of the waiver is intended to encompass any and all disputes related any one or more of the Services. In the event of litigation, these Terms and Conditions may be filed as any party’s written consent to trial by the court.
5. MANDATORY MEDIATION
In the event that the parties are unable to resolve any dispute arising from or related to the Agreement within thirty (30) days after that dispute arises, either party (the “Initiating Party”) shall, prior to initiating any judicial proceeding other than an application for preliminary injunctive relief, submit such dispute to mediation conducted by issuing a written notice of mediation (the “Notice of Mediation”) to the other party by a mediator selected by the Initiating Party from a list of three disinterested mediators nominated by the other party, which list shall be provided to the Initiating Party within ten (10) days after the other party’s receipt of the Notice of Mediation. The parties shall each participate in mediation, without prejudice to their respective claims, rights, remedies, defenses, and objections, according to the terms instituted by the mediator, in an attempt to resolve the dispute. If mediation fails to resolve the dispute within forty-five days of the Notice of Mediation, either party may proceed to enforce its rights at law or equity.
6. GOVERNING LAW
The Terms and Conditions and any and all disputes arising from or related to any one or more of the Services or Split.Social Resources shall be governed by and construed under the laws of the State of Colorado, without reference to conflict of laws principles.
7. FORUM SELECTION
Subject to Section I.5 of these Terms and Conditions, any dispute arising from or related to User’s use of any one or more of the Services shall be heard in the federal or state court sitting in and for Denver County, in the State of Colorado, having subject matter jurisdiction over that dispute. User hereby consents to venue and jurisdiction of those courts.
8. ASSIGNMENT
Split.Social may assign any one or more of its rights or obligations under the Terms and Conditions. User may assign the Terms and Conditions with Split.Social’s prior written consent. The Terms and Conditions shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
9. SEVERABILITY
If any provision of the Terms and Conditions is held to be invalid unenforceable, it shall be modified to the minimum extent necessary to make such provision enforceable and no other provisions of the Terms and Conditions shall be affected.
10. MODIFICATIONS IN WRITING
No amendment, modification or waiver of any provision of the Terms and Conditions shall be effective as to Split.Social unless it is in writing and signed by its duly authorized representative.
11. SOLE AGREEMENT
These Terms and Conditions, Split.Social’s Privacy Policy, and the other documents referred to any of the foregoing each of which are hereby incorporated by reference and made part of the Terms and Conditions, are the entire agreement between User and Split.Social with respect to its subject matter and supersede all previous or contemporaneous agreements, understandings, and communications in any form. Except as Split.Social expressly agrees in writing, print or electronic documents provided to Split.Social by customers or users are not part of this agreement and shall have no force or effect.
12. AUTHORITY
By accessing or using the Services and any other Split.Social applications or products, User represents that:
a. it is duly organized and validly existing under the laws of the state of its incorporation or formation;
b. it is permitted by applicable laws and regulations to enter into the Terms and Conditions;
c. it is, in all respects, able to perform fully hereunder and will do so in compliance with all applicable laws and regulations;
d. the Terms and Conditions has been duly authorized on its behalf; and
e. the Terms and Conditions shall constitute its valid and binding obligation, enforceable in accordance with its terms from the first date on which User accessed or used any one or more of the Services.