TERMS OF SERVICE

Last Updated: December 12, 2017

These Descript Terms of Service (these “Terms”) govern your use of and access to the Descript audio editing and transcription tool provided to you by Descript, Inc. (“us”, “we”, or “our”), which includes the Descript Mac App (the “App”), the Descript website (the “Site”), and all related tools and services (collectively, “Descript”). BY ACCEPTING THESE TERMS OR USING DESCRIPT 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 DESCRIPT. 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 BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

  1. Descript Descript is the world’s first audio word processor, allowing you to edit voice audio by editing text. Descript lets you (a) transcribe audio, (b) edit voice audio by manipulating the text of its transcript, (c) export the edits, (d) fine-tune edits using Descript’s waveform editor, and (e) publish text-audio to the Web for collaboration purposes.

  2. Eligibility You must be at least 13years of age to access or use Descript. If you are accessing or using Descript 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. If you are accessing or using Descript 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.

  3. Registration and Account Information You must create an account and download the App from the Site before using Descript. 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 Descript. Account credentials may not be shared or transferred, except with an “Authorized User”, provided that such Authorized User must be your employee or contractor who has agreed to abide by these Terms and who is only authorized to use Descript for the purpose of performing their job function for you. 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.

  4. Privacy Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.

  5. License

    5.1. License Grant. Subject to these Terms, we hereby grants to you a limited, nonexclusive, nontransferable license to access and use Descript.

    5.2. Restrictions and Limitations. You may not do any of the following: (a) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make Descript, 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 Descript; (c) remove any copyright, trademark or other proprietary notices from Descript, or any component thereof; (d) modify, alter or create any derivative works of Descript or any component thereof; (e) reproduce or distribute the App or Descript or copy any ideas, features, functions, or content thereof, except as expressly permitted under these Terms; or (f) use Descript, or any component thereof, for any purposes other than as expressly permitted herein. In using Descript, 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.

  6. Ownership of Descript Descript, 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, Descript or any proprietary rights associated with them is transferred to you by these Terms.

  7. Feedback In the event that you provide us with any questions, comments, suggestions, opinions, observations, usage information, or feedback on Descript, 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. User Content and Conduct

    8.1. User Content Rules. User may create or provide content, data, audio files, information, and other items for use in connection with Descript (collectively the “User Content”). User is solely responsible for all User Content, and we are neither responsible nor liable for such User Content or for the use, availability, deletion, correction, destruction, damage, or loss thereof. User will not create, upload, transmit, publish or otherwise use, on or in connection with Descript, any User Content 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 Descript; (g) that is directed to children under 13, contains any protected health information or involves financial products or services; or (h) 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.

    8.2 License to User Content. We claim no ownership rights in User Content. You hereby grant to us a nonexclusive, royalty-free, sublicensable, worldwide license to access, reproduce, distribute, process, publish, display, perform, adapt, modify, analyze, and otherwise use the User Content to provide, maintain and improve Descript and the Descript technology, without compensation to you.

    8.3 User Conduct Rules. User is solely responsible for User’s conduct and agrees not to do any of the following in connection with Descript: (a) use Descript in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying and using Descript or that could damage, disable, disrupt, overburden or impair the functioning of Descript in any manner; (b) impersonate 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 Site or Descript for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms; or circumvent or attempt to circumvent any filtering, security measures or other features we may from time to time adopt to protect us, Descript, its users or third parties; (g) use any data mining, robots or similar data gathering or extraction methods; and (h) distribute or enable any malware, spyware, adware or other malicious code. User acknowledges and agrees that we are not liable in any manner for the conduct of other users of Descript.

  9. User Representations and Warranties; Indemnity. User represents and warrants that (a) the User Content is original to User and does not and will not infringe upon or violate the intellectual property or other rights of any third party or these Terms, and (b) User will comply with all applicable laws, rules or regulations in connection with its use of Descript. User will defend, indemnify, and hold us harmless from and against all third party claims, actions, proceedings, damages, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorney fees) arising out of or related to the User Content, User’s conduct, use or misuse of Descript, or any breach or alleged breach of any of the representations or warranties set forth in these Terms.

  10. Copyright Complaints. 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, account holders who are deemed to be repeat infringers. If you believe that anything on Descript 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:415-547-0744 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 Descript is infringing, you may be liable to us for certain costs and damages.

  11. Third-Party Content Descript may include or provide access to third party data, information and content, including from other users of Descript (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 makes 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 Descript, and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content at their own risk.

  12. Disclaimer EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU ACKNOWLEDGE THAT DESCRIPT AND ALL ITEMS AND SERVICES PROVIDED 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, REGARDING DESCRIPT (INCLUDING THE APP, THE SITE, AND ANY RELATED SERVICES) OR ANY CONTENT OR OTHER ITEMS YOU MAY FIND ON DESCRIPT, INCLUDING WITHOUT LIMITATION REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, PERFORMANCE, SECURITY, ACCURACY OR COMPLETENESS OF DESCRIPT. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, WITHOUT LIMITING THE FOREGOING, DESCRIPT DOES NOT REPRESENT OR WARRANT THAT (A) DESCRIPT 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 DESCRIPT WILL BE UNINTERRUPTED OR FREE FROM BUGS, ERRORS, OMISSIONS OR INTERRUPTIONS; OR (E) DESCRIPT OR THE SERVERS THAT MAKE DESCRIPT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

  13. Limitation of Liability 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, 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 DESCRIPT, 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 DESCRIPT, EXCEED THE GREATER OF $10.00 OR THE COMPENSATION YOU PAY, IF ANY, TO US FOR ACCESS TO OR USE OF DESCRIPT.

  14. Termination. Notwithstanding any of these Site Terms, Company reserves the right, without notice and in its sole discretion, to terminate or suspend your account and your license to use the Site, and to block or prevent future your access to and use of the Site at any time with or without cause. Upon any termination of your right to access or use Descript, you will cease all use of Descript, and we will delete all of the User Content that may be stored in connection with Descript. You are solely responsible for making backup copies of any User Content.

  15. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH US, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

    • Applicability of Arbitration Agreement. All claims and disputes in connection with these Terms or the use of Descript or any other product or service provided by us that cannot be resolved informally or in small claims court will be resolved by binding arbitration on an individual basis under the terms set forth below (the “Arbitration Agreement”), except that neither party is required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. This Arbitration Agreement applies to you and us, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms.
    • Arbitration Rules. 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 (“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. 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. 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.
    • 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.
    • 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 Arbitration Agreement. 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 ARBITRATION AGREEMENT 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. 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 Arbitration Agreement, 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 Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this Arbitration Agreement.
    • Small Claims Court. Notwithstanding the foregoing, either you or us may bring an individual action in small claims court.
    • Courts. In any circumstances where the foregoing Arbitration Agreement 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 Arbitration Agreement will survive the termination of your relationship with Descript.

  16. Electronic Communications By creating a Descript 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.

  17. General Provisions 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. 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 Descript. 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 so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. 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.

  18. Additional Terms Applicable to Mac Devices The following terms apply if you install, access or use Descript on any device that contains the MacOS mobile operating system developed by Apple Inc. (“Apple”).

    • Acknowledgement. You acknowledge that these Terms are concluded solely between you and us, and not with Apple, and we, not Apple, is solely responsible for the App and the content thereof. You further acknowledge that the usage rules for the 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 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 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 us acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
    • Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the 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 App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the 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 App, and therefore, there are no warranties applicable to the 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 App or your possession and/or use of the App, including, but not limited to (a) product liability claims, (b) any claim that the 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 App or your possession and use of the 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 App should be directed to: Descript 385 Grove St San Francisco, CA 94102 support@descript.com
    • Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using Descript.
    • 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).