Splidi Terms of Service

Last Updated: February 16, 2025

1. Definitions

1.1. Platform Participants

• "Service Provider" means any individual or entity offering services through the Platform as an independent contractor, including but not limited to producers, engineers, songwriters, and session musicians. Service Providers engage with Splidi on a contractual, non-employee basis and are responsible for their own taxes, legal compliance, and business operations.
• "Client" means any individual or entity engaging Splidi to facilitate services from Service Providers through the Platform.
• "User" means any individual or entity using the Platform, including but not limited to both Service Providers and Clients.

1.2. Contract Terms

• "Splid" means a legally binding digital contract created and executed through the Platform
• "Conditional Terms" means any additional terms beyond Base Terms, including but not limited to recoupment and net receipts calculations
• "Gross Receipts" means all revenue received from exploitation of the work before any deductions
• "Net Receipts" means revenue after specified deductions as defined in Conditional Terms
• "Recoupment" means the recovery of specified costs before profit participation begins

1.3. Platform Terms

• "Platform" means the Splidi website, mobile application, and related services.
• "Content" means all material, including contract templates, provided through the Platform
• "Affected Party" means any party whose rights, obligations, or economic interests would be directly impacted by a contract modification
• "Discernible Effect" means any direct economic impact or modification of rights
• "Third-Party Services" means any external services integrated with the Platform

1.4. Payment Terms

• "Platform Fee" refers to the fee specified in the User’s selected pricing plan, whether a standard plan or a custom agreement.
• "Payment Processor" means third-party services facilitating monetary transactions through the Platform
• "Payment Processing Fees" means fees charged by Payment Processors, separate from Platform Fees
• "Payout" means transfer of funds from Splidi to Service Provider
• "Payment Hold" means temporary delay of payout for security, verification, or compliance purposes
• "Subscription Plan" means recurring payment plan that may modify or waive certain Platform Fees
• "Custom Agreement" means custom payment arrangements that may override standard Platform Fees
• "Security Review" means verification process that may delay payouts for compliance or risk assessment

2. Platform Overview

2.1. Platform Status

• Splidi operates as a technology platform that facilitates connections and transactions between Service Providers and Clients
• Splidi is not a party to any contracts between Users except as explicitly stated in these Terms

2.2. Role of Splidi

• Splidi provides contract infrastructure.
• Splidi is not a bank, escrow service, or money transmitter.
• Users acknowledge that Splidi is not responsible for verifying the identity, credentials, or qualifications of any Users beyond basic Platform requirements.

3. Contracts and Agreements

3.1. Contract Formation and Binding Nature

• Contracts created through the Platform ("Splids") constitute legally binding agreements among the parties who execute them.
• Users acknowledge and agree that by using the Platform to create or accept a Splid, they intend to create legally binding obligations
• Splidi provides contract infrastructure but makes no representations about legal sufficiency
• Users are solely responsible for understanding and accepting the implications of all contract terms
• The Platform's educational materials and term explanations do not constitute legal advice
• Notwithstanding the foregoing, unless explicitly specified otherwise in (i) the Splid itself, (ii) a subsequent legally binding agreement between the parties that expressly supersedes the Splid, or (iii) written mutual agreement between the parties: (a) all negotiated fees shall be deemed non-recoupable fees; and (b) all master rights calculations shall be based on non-deductible gross revenue, and royalties shall be calculated on gross receipts. For clarity, any deviation from these default terms must be expressly stated and agreed upon by all parties to be effective.

3.2. Publishing Rights

• Publishing percentages represent standard splits of the writer's share within the industry-standard 50/50 writer/publisher split model
• Publishing percentages DO NOT override or modify existing publisher agreements
• Splidi makes no representations about publishing rights beyond percentage allocation
• Users acknowledge that publishing terms cannot override existing publisher agreements
• Splidi bears no responsibility for:
  • Publisher disputes or conflicts
  • Improper publishing registrations
  • Violation of existing publishing agreements
  • Collection or distribution of publishing income

3.3. Crediting Requirements

• Splidi bears no responsibility for (a) Missing or incorrect credits, (b) credit dispute resolution, or (c) Enforcement of crediting terms

3.4. Contract Amendments and Changes

• Existing Splids may only be modified through new agreements accepted by all affected parties
• "Affected parties" means any party explicitly listed in the original agreement or those with a legitimate, enforceable claim
• Amendments affecting single party terms require only that party's consent if there is no discernible effect on other parties
• "Discernible effect" explicitly excludes indirect, emotional, or vicarious impacts
• Parties may not seek remedies for contract changes that do not directly affect their economic interests or explicit contract rights

3.5. Contract Records and Access

• The Platform provides contract access through its interface but is not required to maintain records indefinitely
• Users are solely responsible for maintaining their own contract records
• Contract deletion or account termination does not void the binding nature of executed agreements
• Splidi reserves the right to delete User data upon account termination while maintaining minimal contract verification records

3.6. Audit Rights

• Parties maintain the right to audit records related to contract terms
• Audit procedures and costs are the sole responsibility of the contracting parties
• Splidi has no obligation to facilitate, participate in, or verify audits
• The Platform may add specific audit procedures in future updates

4. Payments and Fees

4.1. Payment Processing

• Clients make payments to Splidi as compensation for platform services, using our authorized Payment Processors
• Splidi, in turn, compensates Service Providers as independent contractors, not as direct transfers from Clients.
• Splidi is not a bank, escrow service, or money transmitter
• Funds paid to Splidi are not deposits and are not insured
• Users acknowledge that Splidi is not responsible for verifying the identity, credentials, or qualifications of any Users beyond basic Platform requirements

4.2. Platform Fees

• Splidi reserves the right to charge Platform Fees deducted before payout
• Platform Fees may be modified or waived for Users with active subscription plans or Custom Agreements
• Additional payment processing fees may apply
• All fees are non-refundable unless required by law

4.3. Payment Distribution

• Splidi typically processes Service Provider payments within a few business days
• Splidi reserves the right to delay or hold payments for any duration deemed necessary for security verification, compliance checks, or risk assessment
• Such holds may include, but are not limited to, investigation of potential fraud, identity verification, Know Your Customer (KYC) compliance, or other Security Measures
• Splidi assumes no liability for losses or damages resulting from Payment Holds or Security Measures
• Users are solely responsible for providing and maintaining accurate payment information
• Splidi bears no responsibility for verifying the legitimacy of transactions between Users beyond basic Platform controls

5. User obligations

5.1. Service Providers Must:

• Provide accurate information about their services
• Fulfill all Contract obligations
• Maintain appropriate licenses and permits
• Pay all applicable taxes
• Comply with all applicable laws and regulations

5.2. Clints Must:

• Provide accurate payment information
• Pay all agreed-upon fees
• Comply with Contract terms
• Provide necessary materials and information
• Respect intellectual property rights

6. Platform Content and User Submissions

6.1. Platform IP

• All Platform content and technology remains the property of Splidi

6.2. Platform Content and User Submissions

• All content created, submitted, or generated through the Platform ("Platform Content") becomes the property of Splidi
• Users hereby irrevocably assign to Splidi all rights, title, and interest in:
  • Contract templates and modifications
  • Custom terms or conditions
  • Feature suggestions or improvements
  • Platform feedback or suggestions
  • Analytics and usage data
  • Any other content or submissions made through the Platform
• Users waive all claims to ownership or compensation for Platform Content
• Users represent they have authority to grant these rights
• Splidi may use, modify, or distribute Platform Content without restriction
• This assignment excludes only pre-existing intellectual property explicitly protected by prior agreements

7. Limitation of Liability

7.1. Contract Disputes

• Splidi is not responsible for disputes between Users regarding Contract terms or performance
• Splidi's liability shall be limited to the amount of fees paid by the User in the 12 months preceding any claim

8. Dispute Resolution

8.1. Mandatory Arbitration

• Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform, including contract disputes between Users, shall be resolved exclusively through binding arbitration
• Arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules
• The arbitration shall take place in Delaware
• Users expressly waive their right to bring or participate in court proceedings, subject to applicable law
• Nothing in these Terms prevents Users from bringing small claims court actions

8.2. Class Action Waiver

• Users waive any right to bring claims as a plaintiff or class member in any purported class or representative proceeding
• Users may only resolve disputes with Splidi or other Users on an individual basis
• Users may not participate in any class action lawsuits regarding the Platform
• If this waiver is found unenforceable, the entire arbitration agreement shall be null and void

8.3. Choice of Law

• These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles
• Users consent to the personal jurisdiction of the federal and state courts located in Delaware for any action or proceeding arising from or relating to these Terms
• Any arbitration shall apply Delaware law to the merits of any dispute

12. Platform Integrations and API

12.1. Third-Party Integrations

• All Platform integrations must be explicitly approved by Splidi
• Users may not implement unauthorized integrations or connections
• Splidi bears no responsibility for third-party service failures or issues
• Integration requests may be denied or revoked at Splidiapos;s sole discretion
• Integration approvals may require additional terms or agreements

12.2. Data Sharing and Privacy

• Splidi complies with applicable data protection laws and regulations
• Splidi may share necessary User data with authorized integrated services
• Users acknowledge and consent to necessary data sharing with integrated services
• Splidi will maintain reasonable Security Measures to protect User data
• Splidi bears no responsibility for third-party data breaches or misuse
• Users will be notified of significant data incidents as required by law
• Splidi reserves the right to modify data practices without notice
• For specific data handling practices, refer to our Privacy Policy

12.3. API Usage

• Splidi may offer API access in the future
• API access may be restricted to certain subscription tiers
• Unauthorized API access or system interference is prohibited
• Violators may be permanently banned and subject to legal action
• Splidi reserves all rights regarding API access and restrictions

13. intellectual Property Rights

13.1 Platform Content and Templates

• All Platform content, including contract templates, remains Splidi's exclusive property
• Splidi's contract system and templates may be subject to pending patent protection
• Users gain no ownership rights in platform content or templates
• All contract modifications and derivatives remain Splidi's property
• Future template sharing or licensing programs shall be subject to:
  • Splidi's exclusive ownership rights
  • Platform-exclusive usage restrictions
  • Standard licensing fees and revenue shares
  • Modification at Splidi's discretion

13.2. User Data and Analytics

• Splidi may collect and analyze aggregate Platform usage data
• Splidi may use anonymized contract data for any business purpose
• User privacy will be maintained in all data usage
• Splidi reserves the right to showcase anonymous success cases
• Users may access their contract data through Platform-provided methods
• Splidi bears no responsibility to provide data export capabilities

13.3. Platform Development

• All feature suggestions implemented by Splidi become Splidi's exclusive property
• Users retain no rights to platform improvements regardless of suggestion source
• Similar feature requests from multiple Users create no User rights
• Splidi maintains sole discretion over feature implementation
• User feedback may be used without attribution or compensation

14. Additional Legal Provisions

14.1. Severability

• If any provision of these Terms is found to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary
• All remaining provisions shall remain in full force and effect
• Any unenforceable provision shall be replaced with a valid provision that best accomplishes the original intention

14.2. Force Majeure

• Splidi shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to:
  • Acts of God
  • War, terrorism, or civil unrest
  • Government actions or regulations
  • Network or system outages
  • Natural disasters
  • Pandemics or health emergencies
  • Labor disputes
  • Infrastructure failures
  • Third-party service disruptions

14.3. Assignment

• Splidi may assign or transfer these Terms, in whole or in part, without restriction
• Users may not assign or transfer any rights or obligations under these Terms without Splidi's prior written consent
• Any attempted transfer in violation of this section is void

14.4. Waiver

• No waiver of any term shall be deemed a further or continuing waiver
• Failure to assert any right or provision shall not constitute a waiver
• No waiver shall be effective unless in writing and signed by Splidi

14.5. Entire Agreeement

• These Terms constitute the entire agreement between Users and Splidi
• These Terms supersede all prior agreements and understandings
• No modification shall be effective unless in writing and approved by Splidi

14.6. Notice

• All notices shall be in writing and delivered to the email address on record
• Notices to Splidi must be sent to [email protected]
• Notices are effective upon receipt or 24 hours after transmission, whichever is earlier

14.7. Interpretation

• Section headings are for convenience only
• Words imparting the singular shall include the plural and vice versa
• "Including" means "including without limitation"
• No provision shall be construed against Splidi as the drafter

14.8. Survival

• All provisions that by their nature should survive termination shall survive
• All provisions that by their nature should survive termination shall survive

14.9. Remedies

• All remedies are cumulative and not exclusive
• Splidi reserves all rights and remedies at law and equity
• Users acknowledge monetary damages may be insufficient
• Splidi may seek injunctive relief without posting bond

14.10. Compliance with Laws

• Users shall comply with all applicable laws and regulations
• Users shall obtain all necessary permits and licenses
• Users are responsible for taxes and government fees
• Users shall comply with export control laws

14.11. Independent Contractors

• Nothing in these Terms creates any agency, partnership, or joint venture
• Users are independent contractors of Splidi
• No User shall have authority to bind Splidi

14.12. Time Limitation

• Any cause of action must be commenced within one year after it arose
• Otherwise, such cause of action is permanently barred

15. Terms Modification

15.1. Updates to Terms

• Splidi reserves the right to modify these Terms at any time
• Changes become effective upon posting to the Platform
• Continued use of Platform constitutes acceptance of modified Terms
• Users are responsible for reviewing Terms regularly
• Material changes will be announced via email with 14 days notice
• Use of Platform after notice period constitutes acceptance
• If Users do not agree with changes, sole remedy is to cease Platform use
• No refunds or compensation will be provided for Terms changes
• Prior versions of Terms are immediately superseded upon update
• Users waive any claims related to Terms modifications