Last Updated: May 28, 2024
These Descript Terms of Service (these “Terms”) govern your use of and access to the websites and other online products and services provided to you by Descript, Inc. (“us”, “we”, or “our”),which include the Descript App for Mac, Windows and Web (the “App”), the Descript website (the “Site”), and all related tools and services (collectively, the “Descript Service”). BY ACCEPTING THESE TERMS OR USING THEDESCRIPT SERVICE YOU AGREE THAT YOU ARE ENTERING INTO AN AGREEMENT WITH US AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE DESCRIPT SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE AN EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY).
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE (SECTION 20 BELOW), YOU AGREE THAT DISPUTES BETWEEN YOU ANDUS WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
We may make changes to these Terms from time to time. The “Last Updated” date indicates when these Terms were last changed. If we make future changes, we will provide you with notice of such changes, for instance by sending an email, providing a notice through the Descript Service or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using the Descript Service.
The App is a media word processor, allowing you to edit audio and video media. The App lets you do things like (a) transcribe audio, (b) edit voice audio and video by manipulating the text of its transcript, (c) export the edits, (d) fine-tune edits using our waveform editor, (e) collaborate with others, (f) synthesize voice recordings, (g) record your screen and optionally yourself using your webcam, (h) train text to speech AI models based on voice recordings, and (i) use AI tools to edit your audio and video content.
You must be at least 13 years of age to access or use the Descript Service. If you are under 18 years of age (or the age of legal majority where you live), you may use the Descript Service only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to the Descript Service. If you are accessing or using the Descript Service on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person or entity’s behalf and (c) the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms. If you are accessing or using the Descript Service on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
You must create an account before using the Descript Service. You must provide complete and accurate information as requested in the registration process, and must maintain and update all information provided as required to keep it current, complete and accurate. Any failure to do so may, among other things, result in deletion of your account and a refusal to allow you to resume any use of the Descript Service. Account credentials may not be shared or transferred, except with your employee or contractor who has agreed to abide by these Terms and who is only authorized to use the Descript Service for the purpose of performing their job function for you (each, an “Authorized User”).
You agree to maintain (and will ensure that your Authorized Users maintain) the security and confidentiality of user names and passwords. You are responsible for any and all activities that occur under your account, and you agree to immediately notify us of any unauthorized use of your account or any other breach of security related to your account or the Descript Service. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.
5.1. License Grant. Subject to these Terms, we hereby grant to you a limited, nonexclusive, nontransferable, non-sub-licensable, revocable license to access and use the Descript Service for your own personal or internal business use.
5.2. Restrictions and Limitations. Such license does not include the right to: (a) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make the Descript Service, or any portion thereof, available to any third party, except as expressly permitted herein and subject to the terms set forth in these Terms; (b) reverse engineer, disassemble, or decompile the App or any other software required for use in connection with Descript or otherwise attempt to discover the source code for, or any trade secrets related to, the App or the Descript Service; (c) remove any copyright, trademark or other proprietary notices from Descript, or any component thereof; (d) modify, alter or create any derivative works of the Descript Service or any component thereof; (e) reproduce or distribute the App or Descript Service or copy any ideas, features, functions, or content thereof, except as expressly permitted under these Terms; or (f) use the Descript Service, or any component thereof, for any purposes other than as expressly permitted herein. All rights not expressly granted in these Terms are reserved by us.
Ownership of the Descript Service, and all content and materials contained therein other than any User Content (as defined below), are owned solely by us or our licensees and are protected by U.S. and international copyright laws. No title to or ownership of the Site, the App, the Descript Service or any proprietary rights associated with them is transferred to you by these Terms. Descript and our logos, our product or service names, our slogans and the look and feel of the Descript Service are our trademarks and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Descript Service are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
In the event that you provide us with any questions, comments, suggestions, opinions, observations, usage information, or feedback on the Descript Service, including ideas for improvements, enhancements and other changes (collectively the “Feedback”), you agree that such Feedback is the confidential information of ours and we are the sole owner of all Feedback, including all patent, copyright, trademark, trade secret and other intellectual property rights therein, and may use and implement such Feedback in whole or in part without any notice or attribution, payment or other compensation, to you or any third party. You hereby assign to us all right, title and interest you may have in and to all Feedback. You further agree to execute such documents and take, at our expense, such actions as we may reasonably request to effect, perfect, confirm and enforce our ownership interests and other rights as set forth in Section 6.
8.1. User Content Rules. Users of the Descript Service (each a “User”) may create, provide, store, and share content, data, audio files, images, video files, text, information, and other items (collectively, the “User Content”) including for use in connection with projects User creates using the Descript Service (collectively the “Projects”). You are solely responsible for your User Content, and we are neither responsible nor liable for any User Content or for the use, availability, deletion, correction, destruction, damage, or loss thereof. You may post or otherwise share only User Content that you have all necessary rights to post or share on the Descript Service. You will not create, upload, sideload, transmit, publish or otherwise use, on or in connection with the Descript Service, any User Content or other material that: (a) infringes upon or violates the rights of any third party including any copyright, trademark, trade secret, or other intellectual property rights, rights of publicity, rights of privacy, or contract rights; (b) is illegal, defamatory, obscene, pornographic, vulgar, indecent, lewd, offensive, threatening, abusive, harmful, inflammatory, deceptive, false, misleading, or fraudulent; (c) promotes hatred, discrimination, bigotry, racism, harassment, violence or harm against any individual or group; (d) violates, or encourages any conduct that would violate, any applicable laws, rules or regulations or give rise to any civil liability; (e) contains any viruses, corrupted data or other harmful, disruptive or destructive files; (f) restricts, interferes with or inhibits any other person from using or enjoying the Descript Service; (g) is directed to children under 16, contains any protected health information, or contains any nonpublic personal information from a financial institution; (h) consists of Training Audio you are not authorized to use and share with Descript or that attempts to clone or imitate the voice of a non-consenting speaker using our technology; (i) impersonates, or misrepresents your affiliation with, any person or entity; (j) contains any unsolicited promotions, political campaigning, advertising or solicitations; (k) in our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying the Descript Service; or (l) that would otherwise expose us or any third party to liability, special regulations, or harm of any kind. We reserve the right to delete or block access to any User Content at any time and for any reason in its sole discretion, including if it receives any notices or otherwise believes that such User Content may be in violation of these Terms or may otherwise violate the rights of, or cause any harm or liability of any kind to, us or any third party. In addition, this Section 8 does not create any private right of action on the part of any third party or any reasonable expectation that the Descript Service will not contain any content that is prohibited by such rules. Please note that parental control protections (such as computer hardware, software or filtering services) may be commercially available to assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections should be available at: https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers (last checked on May 28, 2024).
8.2 License to User Content. We claim no ownership rights in your User Content. You hereby grant to us a perpetual, irrevocable, nonexclusive, royalty-free, sublicensable, fully paid, worldwide license to create derivative works from, access, reproduce, distribute, process, publish, display, perform, adapt, modify, analyze, and otherwise use the User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or a third party to provide, maintain, and improve the Descript Service; provided that our use of any Projects you create is subject to the usage limitations and confidentiality obligations set forth in Section 9 below.
8.3 User Conduct Rules. In using the Descript Service, you must at all times comply with all applicable laws, rules and regulations. All rights not expressly granted in these Terms are reserved by us. You are solely responsible for your conduct while using the Descript Service. You are solely responsible for your conduct and agrees not to do any of the following in connection with the Descript Service: (a) use the Descript Service other than for its intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying and using the Descript Service or that could damage, disable, disrupt, overburden or impair the functioning of the Descript Service in any manner; (b) use or attempt to use another user’s account without authorization from that user and us; impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity; (c) stalk, intimidate, threaten, or otherwise harass or cause discomfort to other users; (d) send distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; (e) harvest or otherwise collect or disclose information about other users without their consent; (f) use the Descript Service for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms; (g) circumvent or attempt to circumvent any filtering, security measures or other features we may from time to time adopt to protect us, the Descript Service, its users or third parties; (h) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Descript Service; (i) develop or use any applications that interact with the Descript Service without our prior written consent; (j) bypass or ignore instructions contained in our robots.txt file; (k) distribute or enable any malware, spyware, adware or other malicious code; and (l) reverse engineer, disassemble, or decompile any aspect of Descript Service or otherwise attempt to discover the source code for, or any trade secrets related to, the Descript Service. You acknowledge and agree that we are not liable in any manner for the conduct of other users of the Descript Service.
8.4 Generated Output.
(a) Certain features of the Descript Service use artificial intelligence tools and other technology (the “Generative Tools”) to generate text, audio, video, and other content (“Output”) in response to prompts and other input you submit to the Descript Service (“Input”). Both Input and Output are considered User Content under these Terms, and as between you and Descript, you own all right, title, and interest in and to any Input and Output, to the extent protectable under applicable law. The Generative Tools may include artificial intelligence and other tools and technologies provided by third parties, and you acknowledge that your use of the Generative Tools may involve access to your Inputs and Outputs by Descript and/or such third parties and that such access may occur pursuant to agreements you enter into with those third parties in addition to these Terms.
(b) You understand that due to the nature of the Generative Tools, Output you generate may not be unique, and it is possible that the Generative Tools may generate the same or similar Output for other users if the Inputs are similar. You also understand and acknowledge that the copyright status of the generated Output may not be clear and that the use of such Generative Tools may affect your ability to obtain or enforce any intellectual property rights in or to the Output.
(c) Although we are constantly striving to improve the Descript Services and the quality and accuracy of Output, you acknowledge that artificial intelligence and machine learning technologies are rapidly evolving and may produce Output that is inaccurate, unreliable, inappropriate, infringing, or otherwise unsuitable or that does not meet your expectations.
(d) You agree to use the Generative Tools solely to generate Output and not to develop other tools or applications or for any other purpose. You further agree not to use the Generative Tools or the resulting Output in a manner that may infringe upon or violate the rights of any third party or violate any applicable laws, rules, or regulations, and you acknowledge and agree that (1) you are solely responsible for vetting and evaluating the accuracy, appropriateness, legality, and suitability for your use of any Output before using it, including evaluating whether such use will infringe upon or violate the rights of others; (2) you will not use prompts or other Inputs that are intended or likely to result in infringing Output; and (3) you assume all risk associated with your use of the Generative Tools and its resulting Output and that Descript will have no liability for such use. You understand and agree that your use of the Generative Tools may be limited by the terms and limitations of the specific subscription plan you choose, and you may be required to upgrade your plan to use or continue using certain features or volumes of use. You further acknowledge and agree that Descript may suspend, degrade, or otherwise throttle down the performance of the Service as it determines may be necessary.
(e) You also acknowledge and agree that we and any vendors, contractors, or other third parties who provide any artificial intelligence technologies or services used to provide the Generative Tools (collectively “Third-Party Providers”), may access and use your Input and Output in order to create and operate Descript and as otherwise permitted under these Terms. This includes use by Descript to train, improve, and develop its models and technologies (unless you have opted out of such use) and the Descript Service and for other research and development purposes. However, our agreements with Third-Party Providers prohibits them from using such Inputs and Outputs to train their models.
9.1 Use of Project Information. When you create a Project, we may access and use such Project and your other User Content for the following purposes and for such other purposes as are provided in these Terms (the “Permitted Purposes), subject to the confidentiality obligations set forth in Section 9.2 below:
(a) We may use your Project and your other User Content for the purpose of providing the Descript Service. We automatically process your Projects, but that does not involve human access to your Projects unless: (i) you ask or otherwise give permission for us to do so (e.g., for the purpose of providing customer support or if you allow us to use your data to help improve the Descript Service); (ii) you request our White Glove Service – which uses humans (who are subject to confidentiality obligations) to create the transcriptions; (iii) we or third parties are otherwise authorized to access the Projects under these Terms (including as provided in Section 8.4); or (iv) we are required to do so by law.
(b) If we have the right to access your Project in accordance with 9.1(a), we and our vendors and contractors may also access and use your Projects to analyze and improve the quality of our service and our technology and as otherwise permitted under these Terms.
9.2 Confidentiality. Except as otherwise provided in these Terms, we treat your Projects and the User Content contained therein (including audio and video files and written documents) as your "Confidential Information" in accordance with the terms of this Section 9.2. We will not, without your consent, use the Confidential Information other than for the Permitted Purposes or disclose the Confidential Information to any third party other than to our officers, directors, employees, agents, assigns, consultants, contractors, service providers, representatives or affiliated entities who need to access such Confidential Information in connection with the Permitted Purpose and who are bound by confidentiality obligations to protect the confidentiality of such information or as required by law.
We will use at least reasonable care to protect the confidentiality of the Confidential Information. In the event that we are required by law to disclose any of your Confidential Information, by subpoena, judicial or administrative order or otherwise, we will (to the extent legally permissible) use commercially reasonable efforts to give you notice of such requirement and permit you to intervene in any relevant proceedings to protect your interests in your Confidential Information.
Confidential Information will not include, and the obligations herein will not apply to, any information or content:
(a) that is known to us, prior to receipt from you, or is obtained from a source other than one having an obligation of confidentiality to you;
(b) that has become known (independent of disclosure by you) to us directly or indirectly from a source other than one having an obligation of confidentiality to you; or
(c) that has become publicly known or otherwise ceases to be secret or confidential, except through a breach of this Section by us, including if you designate a Project as “public” or post such information or content in a public area of the Site.
9.3 Use of AI Speakers. AI Speakers is a feature of the Descript Service that allows you to use an AI Voice to synthesize voice recordings that sound like a Consenting Speaker merely by typing the new words. An “AI Voice” is an AI model trained on voice recordings of a Consenting Speaker. A “Consenting Speaker” is a person (including you) that has given both you and Descript permission to use recordings of their voice to train an AI Voice and to synthesize and otherwise use their voice as described herein. You may create new AI Voices of Consenting Speakers by having a Consenting Speaker read a designated consent statement (a “Consent Statement”), or in some cases by submitting voice recordings of a Consenting Speaker, to be used as training audio (“Training Audio”) to train and create the Consenting Speaker’s artificial voice. By reading the Consent Statement or otherwise submitting Training Audio to us, you consent (and represent and warrant that you have the right to use such Consenting Speaker’s AI Voice and that you have obtained the consent of all Consenting Speakers) to our use and storage of such Training Audio as follows:
(a) to use your voice, and the voice of any Consenting Speakers, to train an AI Voice, to synthesize and otherwise use such voices as described herein, and to otherwise operate the Descript Service;
(b) as part of our research datasets to analyze, maintain, train, and improve our voice technology, and other technology, and for other research and development and data analysis purpose, provided that if we add your Training Audio to our research datasets, we first de-identify the data so it is no longer associated with your account;
(c) our employees, vendors, and contractors ( including Amazon Mechanical Turk workers) may listen to audio samples of your Training Audio and your synthesized audio in order to test the quality of your AI Voices and monitor for potential misuse of our voice cloning technology; and
(d) our employees, vendors, and contractors (including Amazon Mechanical Turk workers) may use your AI Voices to create a series of non-defamatory utterances, solely for internal quality assurance purposes.Other than as described above, only you, and people you explicitly share access with, will have access to generate synthesized audio using your AI Voice. We will not share your Training Audio or your AI Voice with third parties except as expressly described above and in our Privacy Policy.
Where the Training Audio consists of submitted audio rather than a Consent Statement that you record, you agree that you will only submit audio of Consenting Speakers who have authorized you to submit their audio and to create and use their AI Voice. You further agree that in reading a Consent Statement, you will not attempt to read a statement on behalf of or imitate another person. The submission of a third party's unauthorized voice recordings as training audio or otherwise or the submission of deceptive or unauthorized Consent Statements is expressly prohibited, and you represent and warrant that you will not submit or create any recording or Consent Statement to the Descript Service that contains or imitates the voice of any speakers that have not explicitly consented to have their AI Voice created and to have their voices synthesized and otherwise used in the manner described herein.
You represent and warrant that (a) you have all necessary rights to use the User Content and to grant the rights you grant herein with respect to the User Content; (b) the User Content and the use thereof as contemplated under these Terms does not and will not infringe upon or violate the intellectual property, privacy or other rights of any third party or these Terms, and (c) you will comply with all applicable laws, rules or regulations in connection with your use of the Descript Service.
In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the accounts of users who are deemed to be repeat infringers. If you believe that anything on the Descript Service infringes any copyright that you own or control, you may notify our Designated Agent as follows:
Designated Agent: Copyright Agent
Address: 385 Grove Street, San Francisco, CA 94102
Telephone Number:(415) 425-1621
E-Mail Address: dmca@descript.com
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on the Descript Service is infringing, you may be liable to us for certain costs and damages.
We may include or provide access to third party tools, data, information and content, including from other users of the Descript Service (collectively the “Third Party Content”) as a service to those interested in this information. We do not control, endorse or adopt any Third Party Content and make no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness or non-infringement. You acknowledge and agree that we are not responsible or liable in any manner for any Third Party Content, or for any use thereof in connection with the Descript Service. We undertake no responsibility to maintain, update or review any Third Party Content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
We use YouTube's API services in connection with the Descript Service to provide certain features. By using the Descript Service, you agree to be bound by the YouTube Terms of Service located at https://www.youtube.com/t/terms. Descript is not responsible or liable in any manner for, and we make no endorsement, representations or warranties regarding, the YouTube API services.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless us and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Company Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Descript Service; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); (e) your conduct in connection with the Descript Service; (f) the use of any Training Audio you create or submit; or (g) your creation or use of any Projects; (h) the use of any Generative Tools or Third-Party Content; or (I) any breach or alleged breach of any of the representations or warranties set forth in these Terms. You agree to promptly notify Company Parties of any third-party Claims, cooperate with Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Company Parties will have control of the defense or settlement, at our sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and us or the other Company Parties.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU ACKNOWLEDGE THAT THE DESCRIPT SERVICE AND ALL ITEMS, CONTENT, AND SERVICES PROVIDED OR MADE AVAILABLE IN CONNECTION THEREWITH ARE BEING PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITH NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, PERFORMANCE, SECURITY, ACCURACY OR COMPLETENESS OF THE DESCRIPT SERVICE. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WITHOUT LIMITING THE FOREGOING, DESCRIPT DOES NOT REPRESENT OR WARRANT THAT (A) THE DESCRIPT SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ACHIEVE ANY PARTICULAR RESULTS; (B) ANY TRANSCRIPTION, DATA, ANALYSIS OR REPORTS WILL BE ACCURATE OR RELIABLE; (C) MINOR ERRORS OR DEFECTS WILL BE CORRECTED; (D) THAT THE DESCRIPT SERVICE WILL BE UNINTERRUPTED OR FREE FROM BUGS, ERRORS, OMISSIONS OR INTERRUPTIONS; OR (E) THE DESCRIPT SERVICE OR THE SERVERS THAT MAKE THE DESCRIPT SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE DESCRIPT SERVICE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF DATA, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR OTHER ECONOMIC ADVANTAGE, FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE OPERATION, USE OF, OR INABILITY TO USE THE DESCRIPT SERVICE, EVEN IF WE HAVE BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL OUR AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS, DESCRIPT OR ANY OF OUR ACTIONS IN CONNECTION THEREWITH, OR YOUR USE OF OR INABILITY TO USE THE DESCRIPT SERVICE, EXCEED THE GREATER OF $10.00 OR THE COMPENSATION YOU PAY, IF ANY, TO US FOR ACCESS TO OR USE OF THE DESCRIPT SERVICE GIVING RISE TO YOUR CLAIM. THE LIMITATIONS SET FORTH IN THIS SECTION 16 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF US OR THE OTHER COMPANY PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
To the fullest extent permitted by applicable law, you release us and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
Notwithstanding any of these Terms, we reserve the right, without notice and in our sole discretion, to terminate or suspend your account and your license to use the Descript Service, and to block or prevent future your access to and use of the Descript Service at any time with or without cause. Upon any termination of your right to access or use the Descript Service, you will cease all use of the Descript Service , and we will delete all of the User Content that may be stored in connection with the Descript Service. You are solely responsible for making backup copies of any User Content.
In order for us to provide the Descript Service, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
PLEASE READ THIS SECTION CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH US AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US, UNLESS YOU OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS SET FORTH BELOW.
All claims and disputes in connection with these Terms or the use of the Descript Service that cannot be resolved informally or in small claims court or disputes in which you or we seek equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents, you and we waive our rights to a jury trial and to have any other dispute arising out of or related to these Terms or the Descript Service, including claims related to privacy and data security (collectively “Disputes”) resolved in court. Instead, for any Dispute that you have against us, you agree to first contact us and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to us by email at [mail@descript.com] or by certified mail addressed to Legal, 385 Grove Street, San Francisco, CA 94102. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and us cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by American Arbitration Association (“AAA”) or, under the limited circumstances set forth above, in court.
Arbitration Rules. You and we agree that these Terms affect interstate commerce and that the enforceability of this Section 20 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties will select an alternative ADR Provider. The rules of the ADR Provider will govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with these Terms or as limited by the FAA (“Arbitration Rules”). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single, neutral arbitrator. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. Arbitration proceedings will be held in San Francisco, California unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For claims or disputes where the total amount of the award sought is ten thousand U.S. dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and we will not have the right to assert the claim.
Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected as provided above, the arbitration will be conducted by telephone, online, and/or based solely on written submissions; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and us, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and these Terms. The arbitrator will 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.
Fees. You and we agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and we will pay the remaining AAA fees and costs. For any arbitration initiated by us, we will pay all AAA fees and costs.
Waiver of Jury Trial. YOU AND US HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes will be resolved by arbitration under this Section. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND US WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. Notwithstanding any other provision in these Terms, in the event that this subparagraph is deemed invalid or unenforceable, neither party is entitled to arbitration and instead all claims and disputes will be resolved in a court located in San Francisco County, California.
Confidentiality. The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information necessary to enforce this Section, to enforce an arbitration award, or to seek injunctive or equitable relief.
Right to Waive. Any or all of the rights and limitations set forth in this Section may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this Section.
Courts. In any circumstances where the foregoing Section permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in San Francisco, California, for such purpose.
Survival. This Section will survive the termination of your relationship with us. If any portion of this Section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section will be enforceable.
Opt-Out - You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 20 by writing to us at Attn: Legal, 385 Grove Street, San Francisco, CA 94102 Telephone Number:(415) 231-7449 E-Mail Address: mail@descript.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 22.
You agree that communications and transactions between us may be conducted electronically. By creating a Descript Service account, you also consent to receive electronic communications from us (e.g., via email or by posting notices on our Site). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
These Terms will be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions. The parties expressly consent to the venue and jurisdiction of the Federal or state courts located in San Francisco County, California, with respect to any actions that may arise out of, or relate to, these Terms or the Descript Service.
These Terms set forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersede all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Notwithstanding any other provisions of these Terms, Sections 4, 6, 7, 8, 9.1, 9.2, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20, 21, 22, 23, and 24 survive any expiration or termination of these terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” If any provision of these Terms are invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled. Neither these Terms nor any right or duty under these Terms may be transferred, assigned or delegated by you, by operation of law or otherwise, without the prior written consent of us, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer or assign these Terms or its rights and duties under these Terms without your consent. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.
We may modify or stop providing any and all features of the Descript Service at any time. You also have the right to stop using the Descript Service at any time. We are not responsible for any loss or harm related to your inability to access or use the Descript Service.
We may occasionally provide features or services designated as beta, trial, preview, or the like (“Beta Services”). The Beta Services are part of the Descript Services. We grant certain users a non-exclusive, revocable, non-transferable license to use the Beta Services in exchange for their active and diligent participation in testing and evaluating the Beta Services, including providing Feedback as requested by Descript via surveys, interviews, and other means. Any such Feedback is subject to Section 7 (Feedback). Users who do not provide Feedback as requested may lose access to the Beta Services.
The Beta Services, and all information related thereto, are the proprietary information of Descript and you will (1) preserve the confidentiality of such information, (2) not use such information other than as needed to test and evaluate the Beta Services and provide related Feedback, (3) not disclose such information other than to Descript personnel or other authorized users of the Beta Services, and (4) promptly delete such information on Descript’s request.
YOU ACKNOWLEDGE THAT THE BETA SERVICES MAY NOT HAVE BEEN FULLY TESTED, MAY NOT BE READY FOR GENERAL COMMERCIAL RELEASE, AND MAY CONTAIN BUGS, ERRORS AND DEFECTS. ACCORDINGLY, THE BETA SERVICES ARE PROVIDED "AS IS," WITH ALL FAULTS, DEFECTS AND ERRORS, AND DESCRIPT WILL HAVE NO LIABILITY OF ANY KIND FOR ANY ERROR, OMISSION OR DEFECT IN THE BETA SERVICES, ANY INABILITY TO USE THE BETA SERVICES, OR ANY OR ANY HARM OR DAMAGE ARISING FROM YOUR OR ANY THIRD-PARTY USE OF THE BETA SERVICES.
25.1 Terms Applicable to Mac Devices. The following terms apply if you install, access or use the Descript Service on any device that contains the MacOS operating system (the “Mac App”) developed by Apple Inc. (“Apple”).
Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple, and we, not Apple, is solely responsible for the Mac App and the content thereof. You further acknowledge that the usage rules for the Mac App are subject to any additional restrictions set forth in the Usage Rules for the Apple App Store Terms of Service as of the date you download the Mac App, and in the event of any conflict, the Usage Rules in the App Store will govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.
Scope of License. The license granted to you is limited to a non-transferable license to use the Mac App on any iPhone, iPod touch or iPad that you own or control as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
Maintenance and Support. You and we acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Mac App.
Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the Mac App. In the event of any failure of the Mac App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the Mac App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mac App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of us. However, you understand and agree that in accordance with these Terms, we have disclaimed all warranties of any kind with respect to the Mac App, and therefore, there are no warranties applicable to the Mac App.
Product Claims. You and we acknowledge that as between Apple and us, we, not Apple, is responsible for addressing any claims relating to the Mac App or your possession and/or use of the Mac App, including, but not limited to (a) product liability claims, (b) any claim that the Mac App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the Mac App or your possession and use of the Mac App infringe that third party’s intellectual property rights, we, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties
Developer Name and Address.
Any questions, complaints or claims with respect to the Mac App should be directed to:
Descript
375 Alabama St. Suite 300, San Francisco, CA 94110 US
support@descript.com
Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using the Descript Service.
Third-Party Beneficiary. The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof).
25.2 Premium Media Terms. Materials contained in Stock Photos, Stock Illustrations, Stock Footage, Stock Backgrounds, and Stock Music that are made available through the Descript Service as Premium Media are provided by Storyblocks (the “Storyblocks Materials”) and are subject to the Storyblocks EULA, which provides for commercial use of such Storyblocks Materials, and includes certain model releases for such use, in accordance with the terms of the EULA. Additional content libraries (the “Additional Libraries”) are not subject to this license, may not be available for commercial use without a license, and may require that you obtain model clearance. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND DISCLAIM ALL LIABILITY, REGARDING YOUR USE OF THE STORYBLOCKS MATERIALS OR THE ADDITIONAL LIBRARIES, AND YOU AGREE TO LOOK SOLELY TO STORYBLOCKS IN THE EVENT OF ANY CLAIM REGARDING ANY USE OF THE STORYBLOCKS MATERIALS.
