Thank you for downloading Splenvid (the "App"), Splenvid Inc.'s
("Company" or "Splenvid"
or "we" or "our" or "us")
govern your use of the App and the App's website (the "Website"), including your
recording and posting of text, images, audio and video that may be viewed by other end users of the App
("Media") that you specify. Your Media may be synced and combined with the Media of
users with whom you are connected to create new movie content ("Movie").
Please read this Agreement carefully, as it (among other things) provides in Section 16
that you and the Company arbitrate certain claims instead of going to court and provides in
Section 17 that you will not bring a class action claim for any claim subject to arbitration.
select "I agree" if you agree to be legally bound by all terms and conditions herein. If you are viewing
this on your mobile device, you can also view this Agreement via a web browser at
acceptance of this Agreement creates a legally binding contract between you and the Company. If you do
not agree with any aspect of this Agreement, then do not select "I agree", in which case you may not use
Note for Children: Use of the App by anyone under the age of 13 is prohibited.
updated by the Company from time to time in accordance with its terms, is hereby incorporated into this
Agreement, and you hereby agree to the collection, use and disclose practices set forth therein.
License to Use the App.
Subject to your compliance with all the terms and conditions of this
Agreement, the Company grants you a limited, nonexclusive, nontransferable, revocable license to install
and use the App on a compatible mobile device for your personal, non-commercial purposes, in each case
in the manner enabled by the Company. Any use of the App other than for private, non-commercial use
is strictly prohibited.
Ownership; Proprietary Rights.
As between you and the Company, you own all worldwide
right, title and interest, including all intellectual property and other proprietary rights, in and to your
Media, subject to the licenses granted to the Company and other App users herein. As between you and
the Company, the Company owns all worldwide right, title and interest, including all intellectual property
and other proprietary rights, in and to the App, the software and technology used by the Company to
provide App features and functionality and all usage and other data generated or collected in connection
with the use thereof (the "Company Materials"). Except for as expressly set forth
herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish,
edit, adapt, create
derivative works from, or otherwise make any unauthorized use of the Company Materials.
Use of the App requires usage of data services provided by your wireless
service carrier. You acknowledge and agree that you are solely responsible for data usage fees and any
other fees that your wireless service carrier may charge in connection with your use of the App.
Third Party Sites.
The App may include advertisements or other links that allow you to access
web sites or other online services that are owned and operated by third parties. You acknowledge and
agree that the Company is not responsible and shall have no liability for the content of such third party
sites and services, products or services made available through them, or your use of or interaction with them.
Media & Movies.
The App allows you and other users to record, edit and post Media through the App. You
understand that you control your Media but not the Media of other users. You acknowledge that all
posted Media is stored on and made available through the App by the Company's servers and not on your
device. If you disable or delete the App from your device, your Media will remain viewable and may
continue to be used within Movies and your log-in will remain active. If you wish to terminate your App
account such that all of your Media is deleted from our servers, please follow the instructions set
Section 8 below.
Splenvid hosts and makes available Movies through certain third party services such as
and Vimeo (such services, "Movie Hosts"). You can share Movies that include your
Media through e-mail, the App, Facebook and Twitter. Movie will only be shared within the social media
contacts you authorize and will not be intentionally distributed by the Company to other users or third
parties. However, as is the case with similar social and media sharing services, Movies stored on Movie
Hosts are not secure and you acknowledge that Movies may be accessed by third parties, including
by through a third party discovering the URL of a Movie posted on a Movie Host. In addition, you
acknowledge that other App users whose Media is incorporated within a Movie in which your Media
appears may choose to share such Movies (inclusive of your Media) as they see fit.
You understand that all Media and Movies are provided to you only on an "as-available"
basis and the Company does not guarantee that the availability of Media or Movies will be uninterrupted
bug free. You agree you are responsible for all of your Media and all activities that occur under your
You shall retain all of your ownership rights in your Media. You hereby grant the Company
a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable and
transferable license to use, reproduce, display, transmit and prepare derivative works of your Media,
to use your Media in compilations (such as Movies), and to distribute and publicly perform Media in
connection with the App and the Company's (and its successor's) business, in any media formats and
through any media channels, whether alone or in connection with other works. The foregoing includes
the right to insert and display advertising content in connection with your Media. You also hereby grant
to each user of the App a non-exclusive license to access, view, distribute, reproduce and use your
as permitted by this Agreement and the functionality of the App. The aforementioned licenses will
terminate with respect to any particular item of your Media when you or the Company remove it from the
App, provided that (i) any express or implied sublicenses may be perpetual and irrevocable and (ii) you
acknowledge that, except as provided under Section 8, such licenses survive to the extent necessary for
copy of your Media to be retained by the Company.
Movies are created by the Company through use of the Company's proprietary
such, the Company shall own each Movie, provided that this does not derogate from your ownership
of your Media used within a Movie. Subject to your compliance with all terms and conditions of this
Agreement, the Company hereby grants you during the term of this Agreement a worldwide, nonexclusive
access, view, distribute, reproduce and use Movies that include your Media, solely in the manner
this Agreement and the functionality of the App.
In connection with your Media, you further agree that you will not: (i) use material that
to third party intellectual property or proprietary rights, including privacy and publicity rights,
you are the owner of such rights or have permission from their rightful owner to post the material and
grant the Company all of the license rights granted herein; (ii) use material that is unlawful,
libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages
conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate; or
(iii) post advertisements or marketing content or solicitations of business, or any content of a
nature. The Company may investigate an allegation that any Media does not conform this to Agreement
and may determine in good faith and in its sole discretion whether to remove such Media, which it
reserves the right to do at any time. If you are a copyright holder and believe in good faith that your
content has been made available through the App without your authorization, you may follow the process
outlined at http://www.splenvid.com/dmca to notify the
designated agent (pursuant to
17 U.S.C. § 512(c)) and request that the Company remove such content.
You hereby acknowledge that you may be exposed to Media from other users that is
offensive, obscene, indecent, or objectionable when using the App, and further acknowledge that the
Company does not control the Media posted by App users and does not have any obligation to monitor such
for any purpose.
Music. Movies may include music licensed from third parties,
including music subject to Creative Commons licensing. You agree not to remove, modify or obscure any copyright
attributions or other content inserted in any Movie relating to music content within such Movie, and
agree not to use, reproduce or distribute any such music content independent of the Movie in which it is
incorporated. You further agree to comply with any license terms associated with any such music that are
communicated to you when you are given access to the Movie.
Location Tracking. If you allow location tracking through your
mobile device preferences, the App can receive information regarding your precise location (using the GPS
antenna within your device) when the App is running on your device. This allows your posts within the App to be
tagged with your
location, as well as show that your location has changed. If you do not wish to have location tracking enabled,
you can change your settings within the App.
Prohibited Uses. As a condition of your use of the App, you
will not use the App for any purpose that is unlawful or prohibited by this Agreement. You may not use the App
in any manner that
in our sole discretion could damage, disable, overburden, impair or interfere with any other party's use
of the App. You may not obtain or attempt to obtain any materials or information through any means not
intentionally made available through the App. In addition, you agree not to use false or misleading information
in connection with your user account, and acknowledge that we reserve the right to disable any user account with
a profile which we reasonably believe is false or misleading (including a profile that impersonates a third
Certain App features and/or functionality may be subject to fees payable by you to the
If you subscribe to any Premium Service, your payment will automatically renew at the end
the subscription period, unless you cancel your subscription prior to the renewal date. The cancellation
will take effect the day after the last day of the current subscription period. If you cancel your
or delete your App account before the end of the subscription period, we will not refund any
fees already paid to us.
We may change the price for Premium Services from time to time, and will communicate any
price changes to you. Price changes will take effect at the start of the next subscription period
the date of the price change. By continuing to use the Premium Service after the price change takes
you accept the new price.
You represent and warrant that you have all rights to use the payment method used by you
for any Premium Services. By submitting payment instrument information to the Company, you hereby
authorize the Company to use that payment instrument to charge all fees you may incur through use of
the App. You are responsible for all fees incurred through use of your App account. All fees are
If you believe you have been charged in error, please contact us at
Termination. You may terminate this Agreement at any time,
for any reason or for no reason, by deleting the App from your device and notifying us via e-mail at
email@example.com that you are terminating
your App account. In such notice, you may also request that we delete from our servers all of the Media
you have posted through the App. Such requests will be honored within a reasonable time period after
they have been received provided that you give us all reasonably necessary information and cooperation.
Certain data may continue to be stored in our backup systems until regularly scheduled deletions
occur. You agree that the Company, in its sole discretion and for any or no reason, may terminate this
Agreement, your account or your use of the App. The Company may also in its sole discretion and at
any time discontinue providing the App, or any part thereof, with or without notice. You agree that
any termination of your use of the App or any account you may have or portion thereof may be effected
without prior notice, and you agree that the Company shall not be liable to you or any third-party for any
such termination. Sections 3-5, 6.3-6.7, and 7-19 will survive any termination of this Agreement.
Apple. You hereby acknowledge and agree that Apple, Inc.:
(i) is not a party to this Agreement; (ii) has no obligation whatsoever to furnish any maintenance or support
services with respect to the App; (iii) is not responsible for addressing claims by you or any third party
relating to the App, including any product liability claims, claims under consumer protection laws or claims
under any other law, rule or
regulation; (iv) has no responsibility to investigate, defend, settle or discharge any claim that the App or
use thereof infringes any third party intellectual property rights; and (v) is a third party beneficiary of this
Agreement with the right to enforce its terms against you directly.
Disclaimers; No Warranties. THE APP AND ANY MEDIA, MOVIES,
INFORMATION OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE APP
ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST
EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPLENVID INC., AND ITS LICENSORS AND PARTNERS, DISCLAIM ALL
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. SPLENVID AND ITS LICENSORS AND PARTNERS DO NOT
WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE APP WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE
CORRECTED, OR THAT THE
APP OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO
YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT
HAVE ADDITIONAL RIGHTS.
Indemnification; Hold Harmless. You agree to indemnify and
hold the Company and its affiliated companies, and each of their officers, directors and employees, harmless
from any claims,
losses, damages, liabilities, costs and expenses, including reasonable attorney's fees, (any of the
foregoing, a "Claim") arising out of or relating to your use or misuse of the App, violation of this
Agreement or infringement, misappropriation or violation of the intellectual property or other rights of
any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises
out of the Company's willful misconduct or gross negligence. The Company reserves the right, at our
own expense, to assume the exclusive defense and control of any matter for which you are required to
indemnify us and you agree to cooperate with our defense of these claims.
Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES,
INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SPLENVID OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR
THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR
DAMAGES THAT RESULT FROM THE APP, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH SPLENVID, EVEN IF
SPLENVID OR A SPLENVID AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE
LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE, SPLENVID'S LIABILITY WILL BE LIMITED TO THE EXTENT
BY LAW. IN NO EVENT SHALL SPLENVID'S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY
SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR YOUR USE OF THE APP EXCEED FIFTY U.S. DOLLARS.
Arbitration. Any claim (excluding claims for injunctive or
other equitable relief) where the total amount of the award sought by either party is less than $10,000 shall be
resolved via binding nonappearance-based arbitration initiated through the American Arbitration Association
The AAA Rules are available online at http://www.adr.org or by calling the AAA
at 1-800-778-7879. In any such
arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by
telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the
party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties
or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or
declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to
provide relief warranted by that party's individual claim; and (d) any judgment on the award rendered by
the arbitrator may be entered in any court of competent jurisdiction. Nothing
in this Agreement shall prevent either party from seeking remedies in small claims court of competent
Class Action Waiver. YOU AGREE THAT ANY CLAIMS SUBJECT TO
ARBITRATION UNDER SECTION 16 MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN
ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Claims. YOU AND SPLENVID AGREE THAT ANY CAUSE OF ACTION
OF OR RELATED TO THIS AGREEMENT OR THE APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.
OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Miscellaneous. The Company may make modifications, deletions
and/or additions to this Agreement ("Changes") at any time. Changes will be effective: (i) thirty (30)
days after we provide notice of the Changes, whether such notice is provided through the App user interface, is
sent to the email address associated with your account or otherwise; or (ii) when you opt-in or otherwise
expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.
Under this Agreement, you consent to receive communications from the Company electronically. This Agreement
shall be governed by and construed in accordance with the laws of the State of California, without giving effect
to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating
to this Agreement or the App that is not subject to arbitration under Section 13 shall be filed only in the
state or federal courts in California and you hereby consent and submit to the personal jurisdiction of such
courts for the purposes of litigating any such action. The failure of any party
at any time to require performance of any provision of this Agreement shall in no manner affect such party’s
right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not
be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any
provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall
be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining
provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by
you, but may be assigned by the
Company without restriction. This is the entire agreement between us relating to the subject matter herein and
shall not be modified except in a writing, signed by both parties, or by a change to this Agreement made by the
Company as set forth herein.