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Please read these Terms of Service (the “Terms of Service”) fully and carefully before using http://splashthat.com (the “Site”) and the services, features, content or applications offered by OneClipboard, Inc., dba Splash. (“we” or “Splash”) (collectively with the Site, the “Services”). These Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services.
The Services are currently under intense development and different aspects of the Services will be deployed over the coming months. Some parts of these Terms of Service refer to functionality that has not yet been implemented or deployed. Once such functions are available for use, by continuing to use the Services you agree that those parts of these Terms of Service shall go into effect.
1. Acceptance of Terms
B. These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.
A. Reservation of Rights. Splash may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.
B. Compliance with Laws. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.
C. Authority. If you are registering with Splash on behalf of an entity, or on behalf of a third party (e.g., if you are a manager or an agent) you represent and warrant that you have full authority to bind that entity to these Terms of Service.
D. No Third Party Beneficiaries. The Services are offered only for the use of the named account holder, and not for the use or benefit of any unidentified third party.
A. Registration Required. In order to use the Services, you must register with Splash (thereby becoming a “Registered User” and creating an “Account”). You must provide accurate and complete information and keep your account information updated.
B. Restrictions. You shall not: i. select or use as a username a name of another person with the intent to impersonate that person; ii. use as a username a name subject to any rights of a person other than you without appropriate authorization; or iii. use as a username a name that is otherwise offensive, vulgar or obscene.
C. Account Security. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account.
D. No Use without Permission. You may never use another person’s Account or registration information for Splash without permission.
4. Third-Party Vendors
Certain features of the Services allow participating Registered Users (“Event Planners”) to facilitate engagement of third-party vendors (“Vendors”) for performance of services or provision of products in connection with events (each a “Project”). The ultimate engagement, contracting and management of a project are between the Event Planner and the Vendor.
A. Quotes. Vendors agree to provide price quotations to the Event Planner for any requested Projects.
B. Vendor Agreement. Upon acceptance of a quote, the Event Planner agrees to purchase, and the Vendor agrees to deliver, services and related deliverables in accordance with the following agreements (collectively the “Vendor Agreement”): (1) the agreement between the Event Planner and the Vendor including the a description of the Project, and other terms and conditions as communicated between the Event Planner and the Vendor; and (2) these Terms of Service. The Event Planner and the Vendor agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Vendor Agreement in conflict with these Terms of Service is void. The Event Planner and the Vendor may use tools provided as part of the Services to create and negotiate a Vendor Agreement or the parties can use their own agreements.
C. Responsibilities. The Event Planner is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Vendor Agreement in a timely manner. The Vendor is responsible for the performance and quality of the services in accordance with the Vendor Agreement in a timely manner. The Event Planner and the Vendor each covenants and agrees to act with good faith and fair dealing in performance of the Vendor Agreement.
D. Independence; No Agency. The Event Planner and the Vendor each acknowledges and agrees that their relationship is that of independent contractors. The Vendor shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or employer- employee relationship between the Vendor and the Event Planner or between Splash and any Event Planner or Vendor.
E. Relationship to Splash. Splash is not a party to the dealing, contracting and fulfillment of any Project between an Event Planner and a Vendor. Splash has no control over and does not guarantee the quality, safety or legality of the provision of any services or products, the truth or accuracy of Project listings, the qualifications, background, or abilities, including ability to perform, of Vendors, the ability of Event Planners to pay for services, or that an Event Planner or Vendor can or will actually complete a Project. Splash is not responsible for and will not control the manner in which a Vendor operates and is not involved in the hiring, firing, discipline or working conditions of Vendors. All rights and obligations for the purchase and sale of services or products are solely between an Event Planner and a Vendor. Event Planners and Vendors must look solely to the other for enforcement and performance of all the rights and obligations arising from Vendor Agreements and any other terms, conditions, representations, or warranties associated with such dealings.
F. Taxes. Registered Users, Event Planners and Vendors are responsible for payment and reporting of any taxes. Splash is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by both parties pursuant to the terms of any provision of tax services provided to you by Splash. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. In the event Splash receives a notice of non-compliance with any such statute, regulation or common law, Splash will deem such receipt a breach of this section and may suspend your Account and ability to use the Services.
A. Event Planning Fee. Registered Users who elect to use Splash for event planning must pay Splash’s then-current access and usage fees, as specified in the price schedule that will be made available to all Registered Users (the “Price Schedule”).
B. Processing Fees. Registered Users who elect to have Splash collect and/or distribute payments must pay Splash’s then-current processing fee, as specified in the Price Schedule (the “Processing Fee”). A portion of this Processing Fee is reserved for payment to third-party payment processors and the remainder goes to Splash.
C. Fees Subject to Change. Splash reserves the right to change any fee that may be charged by Splash at any time, at the sole discretion of Splash and upon reasonable notice posted in advance on the Site or otherwise through the Services. No refunds of fees already paid will be given. If Splash exercises its right to cancel an Account as provided under these Terms of Service, at any time, we will not refund fees already paid for services rendered.
D. Event Payments. Splash can, on behalf of Event Planners, collect payments from attendees of events (“Event Payments”) (the “Event Payment Service”). These payments may be collected through a number of methods, including [cash and] electronic methods using third-party services. Splash shall transfer payments, less applicable fees, from the attendees of events (each a Payee) to the appropriate recipient as soon as practicable. Splash shall also provide the Event Planner, to the extent available, with a record of all Event Payments made for a particular event and from where those payments originated (a “Transaction Record”). Splash makes no guarantees as to the correctness or completeness of Transaction Records, particularly where Splash must rely on a third-party service provider for the applicable information. Splash will also provide Event Planners with the terms of service of any third party services that it uses for this purpose for their review prior to collection of any Event Payments.
i. Splash uses Braintree Payment Solutions LLC (Braintree) for payment processing. In order for you to use Braintree's payment processing services, you must enter into the Merchant Services Agreement (the "MSA") with Braintree and its sponsoring bank. The MSA is available at www.braintreepayments.com/agreements/merchant. By accepting this Agreement, you agree: (a) that you have downloaded or printed the MSA, and (b) that you have reviewed and agree to the MSA. Please note that Splash that is not a party to the MSA and that you, Braintree and Braintree's sponsoring bank are the three parties to the MSA and that Splash has no obligations or liability to you under the MSA. If you have questions regarding the MSA, please contact Braintree at 877.434.2894.
ii. Advances. Registered User agrees that any portion of the Event Payments for a given event are earned by the Registered User only following the conclusion of the applicable event. Splash, in its sole discretion, may determine to advance a portion of the Events Payment to Registered User prior to thirty (30) days following the conclusion of the applicable event, on such terms and conditions as Splash and Registered User may establish from time to time. Such terms will be agreed to by us in a separate agreement, signed by each of Splash and Registered User or will be made available to Registered User at the time the advance is agreed to. Registered User acknowledges and agrees that any payments by Splash to Registered User of any portion of the Event Payments prior to the thirtieth (30th) business day after the end of date of the applicable event are merely advances of amounts that may become due to Registered User under this Terms of Service and that Splash may demand back such advances (or any portion thereof) from time to time in its sole discretion based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, change in Registered User's credit profile or the underlying event's risk profile, or breaches of the Terms of the Service. Upon receipt of any such demand, Registered User shall thereupon promptly pay back to Splash the portion of any such advance demanded.
iii. Reserves. Splash reserves the right to retain a certain percentage of the Event Payments to fund a reserve (i) at any time as Splash may determine (in its sole discretion) if necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, complaints, allegations of fraud or changes in Registered User's credit profile or the underlying event's risk profile; and (ii) as otherwise necessary to secure the performance of Registered User's obligations under the Terms of Service and any Vendor Agreement (if applicable). Splash's right to hold a reserve shall continuefollowing the applicable event and until either (A) Registered User has discharged all obligations under the Terms of Service and the Vendor Agreement (if applicable) and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (B) Registered User has otherwise provided Splash with adequate security (as determined by Splash in its sole discretion) for its obligations under the Terms of Service and the Vendor Agreement (if applicable), whether matured or unmatured, contingent or noncontingent, or liquidated or unliquidated.
iv. Chargebacks; Reversals. If you have elected to use the Event Payment Service, any credit card chargebacks or other transaction reversals initiated against Splash or its affiliates for any reason with respect to your event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by Splash or its affiliates in connection with such chargebacks shall ultimately be the responsibility of you, and you acknowledge and agree to promptly and fully reimburse and indemnify (including payment for costs, expenses and reasonable attorneys' fees) Splash for any such amounts on demand.
v. Fraudulent, Erroneous or Duplicate Transactions; Mandatory Refunds. Splash reserves the right to seek reimbursement from you, and you will reimburse Splash, if Splash discovers a fraudulent transaction, erroneous or duplicate transaction, or if Splash receives a chargeback or reversal from your credit card company, bank or PayPal for any reason. You agree to and acknowledge Splash's right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by Splash in an effort to investigate fraud. You agree that Splash has the right to obtain such reimbursement by any lawful means, including using a third party collection agency. Failure to pay for reimbursements of a chargeback or a reversal of payment is cause for termination of your Account. You hereby agree to promptly and fully reimburse and indemnify (including payment for costs, expenses and reasonable attorneys' fees) Splash and its affiliates upon demand for refunds that Splash makes pursuant to this Terms of Service. You acknowledge and agree that chargebacks will result in losses to Splash in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Splash is mitigating such losses and its damages with respect to your breach of this Terms of Service and any Vendor Agreement (if applicable).
E. Vendor Payments. Event Planners may elect to pay Vendors through Splash (the “Vendor Payment Service”), where Splash shall collect and immediately direct payment from Event Planners to Vendors using a third-party payment service.
i. Invoices. When a Vendor completes an agreed-to task for an Event Planner and the Event Planner has elected to use the Vendor Payment Service, the Vendor will submit an invoice to the Event Planner under the applicable Vendor Agreement. The invoice shall not be final and approved for payment until both the Event Planner and the Vendor have confirmed the accuracy of the invoice or have waived the right to review it. SPLASH ENCOURAGES ALL EVENT PLANNERS AND VENDORS TO REVIEW INVOICES.
ii. Payments. As directed by the Event Planner, final invoices shall be paid either (1) by Splash from collected Event Payments, (2) by Splash from funds provided by the Event Planner or (3) directly by the Event Planner or its client. If an Event Planner elects to pay from collected Event Payments, but the Event Payments are insufficient to cover applicable final invoices, the uncovered invoices shall be submitted directly to the Event Planner for payment. Under no circumstances will Splash be ultimately responsible for payments to be made on behalf of Event Planners.
ii. Disputes. Unless otherwise provided for under an applicable Vendor Agreement, if an Event Planner reasonably disputes any invoice, the Event Planner will pay all undisputed amounts within the time frames specified in Vendor Agreement, and both parties will cooperate to verify any disputed amounts. Any invoiced amounts reasonably disputed by an Event Planner will not be payable to a Vendor until such dispute is resolved.
i. Authorized Payments are Final. Your use of the Event Payment Service or the Vendor Payment Service (the “Payment Services”) constitutes your agreement to pay for any amounts that you authorize us to charge against your credit card, bank account, PayPal account or other payment method. Such payments, once authorized, are final.
ii. Currency. The Payment Services operate in U.S. Dollars and therefore Splash is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than U.S. Dollars, nor is Splash responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse.
iii. Non-Exclusive Remedies. If, for any reason, Splash does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Services, you agree to pay such amount immediately upon demand by Splash. In the event any amounts are owed by you to Splash under the Terms of Service Splash may, without limiting its other rights and remedies and to the extent permitted by applicable local, state, provincial, national or other laws, rules or regulations (A) withhold any amounts due to you, whether for a particular event or for any other event that you list through the Services and use the withheld amount to setoff the amounts owed by you to Splash; and/or (B) send an invoice to you for such amounts to the extent your outstanding balance is insufficient to cover these costs, in which case you shall pay Splash such invoiced amounts within thirty (30) days after the date of the invoice. Failure to pay for any amounts due after receiving a late payment notice from Splash means that Splash may in its sole discretion and without limiting its other rights and remedies, suspend or terminate your Account.
A. Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, contact information, calendar information, schedules, contract clauses, videos, audio clips, written posts and comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services.
B. User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by Registered Users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. When you delete your User Content, it will be removed from the Services. However, you understand that any removed User Content may persist in backup copies for a reasonable period of time (but will not following removal be shared with others).
C. Splash Content. The Services contain Content specifically provided by Splash or its partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
D. Use License. Subject to these Terms of Service, Splash grants each Registered User of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use the Content, in connection with that Registered User’s use of the Services under these Terms of Service. Use, reproduction, modification, distribution or storage of any Content for use in the course of using the Services consistent with these Terms of Service, is expressly prohibited without prior written permission from Splash. You shall not sell, license, rent, or otherwise use or exploit any Content that you do not own for commercial use or in any way that violates any third party right.
E. License Grant. By submitting User Content through the Services, you hereby do and shall grant Splash a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform the User Content only as is strictly necessary for Splash to perform its duties in connection with the Site and the Services. To the extent the Services allow sharing of your User Content, and to the extent you choose to share your User Content, you also hereby do and shall grant each Registered User of the Site and/or the Services that you have allowed to access your User Content a non-exclusive license to your User Content through the Site and the Services. For clarity, the foregoing license grant to Splash does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to the material in your User Content, unless otherwise agreed in writing. No User Content shall be made available to others unless you elect to make it available to them. You represent and warrant that that you have all rights to grant such license to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
F. Availability of Content. Splash does not guarantee that any Content, including User Content, will be made available on the Site or through the Services. Further, Splash has no obligation to monitor the Site or the Services. However, Splash reserves the right to (i) remove, any Content in its sole reasonable discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Splash is concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.
7. Rules of Conduct
A. As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity, and all activity connected to your Account, in connection with the Services.
B. You shall not (and shall not permit any third party to) either (1) take any action or (2) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
i. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty (Splash’s DMCA Copyright Policy can be found here);
i. You know is false, misleading, untruthful or inaccurate;
ii. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Splash in its sole reasonable discretion;
v. Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
v. Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Splash or any third party;
vi. Impersonates any person or entity, including any employee or representative of Splash; or
vii. Includes anyone’s identification documents or sensitive financial information.
C. You shall not: (i) take any action that imposes or may impose (as determined by Splash in its sole discretion) an unreasonable or disproportionately large load on Splash’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures Splash may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto- responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of Splash’s guidelines and policies.
D. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
E. Splash also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to support requests, or (v) protect the rights, property or safety of Splash, its users and the public.
8. Third Party Services
The Services may permit you to link to other websites, services or resources on the Internet and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under the control of Splash, and you acknowledge that Splash is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources except for loss, injury, claim, liability, or damage due to Splash's gross negligence or willful misconduct. The inclusion of any such link does not imply endorsement by Splash or any association with its operators. You further acknowledge and agree that One Clipboard shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource, unless such damage or loss is due to Splash's gross negligence or willful misconduct.
9. Disclaimer Regarding Legal Services
A. Document Services. A feature of Splash provides proposed language that its Registered Users may elect to utilize in agreements with various third party service providers (the “Splash Document Service”). The Splash Document Service allows Registered Users to “mix and match” these proposed clauses to form aspects of a written agreement. Nothing contained herein requires you to use the Splash Document Service; you may always use your own agreements.
B. No Provision of Legal Services. SPLASH IS NOT A LAW FIRM, AND THE EMPLOYEES OF SPLASH ARE NOT ACTING AS ATTORNEYS FOR ANY USERS, REGISTERED OR OTHERWISE. THE SERVICES, AND THE ONE CLIPBOARD DOCUMENT SERVICE, ARE NOT, AND SHOULD NEVER BE, A SUBSTITUTE FOR THE ADVICE OF AN ATTORNEY. SPLASH CANNOT AND DOES NOT PROVIDE LEGAL ADVICE, AND CAN ONLY PROVIDE SELF- HELP SERVICES AT YOUR SPECIFIC DIRECTION. SPLASH IS NOT PERMITTED TO ENGAGE IN THE PRACTICE OF LAW. SPLASH IS PROHIBITED FROM PROVIDING ANY KIND OF ADVICE, EXPLANATION, OPINION, OR RECOMMENDATION TO A CONSUMER ABOUT POSSIBLE LEGAL RIGHTS, REMEDIES, DEFENSES, OPTIONS, SELECTION OF FORMS OR STRATEGIES.
D. Not Legal Advice. At no time do we review your documents for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation. Splash and the services are not a substitute for the advice of an attorney. Legal information available on the site is not legal advice and is not guaranteed to be correct, complete or up-to-date. Because the law changes rapidly, is different from jurisdiction to jurisdiction, and is also subject to varying interpretations by different courts and certain government and administrative bodies, Splash cannot guarantee that all the information on the Site or the Services is current, accurate or sufficient. The law is a personal matter and no general information or tools, like the kind One Clipboard provides, can fit every circumstance. Therefore, if you need legal advice for your specific problem, you should consult a licensed attorney in your area.
E. Disclaimer of Liability. Splash is not responsible for any loss, injury, claim, liability, or damage related to your use of the Splash Document Service, whether from errors or omissions in the content of the One Clipboard Document Service, from the Splash Document Service being down or from any other use of the Splash Document Service, unless such loss, injury, claim, liability, or damage is due to Splash's gross negligence or willful misconduct. In short, your use of the Splash Document Service is at your own risk.
Splash may terminate your access to all or any part of the Services at any time, with or without cause, upon five (5) days' notice, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so at any time. Any fees paid to Splash are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
11. Warranty and Other Disclaimers
A. Splash has no special relationship with or fiduciary duty to you. You acknowledge that Splash has no control over, and no duty to take any action regarding: i. which users gains access to the Services; ii. what Content you access via the Services; iii. what effects the Content may have on you; iv. how you may interpret or use the Content; or v. what actions you may take as a result of having been exposed to the Content.
B. You release Splash from all liability for you having acquired or not acquired Content through the Services, except for loss, injury, claim, liability or damage due to Splash's gross negligence or willful misconduct. Splash makes no representations concerning any Content contained in or accessed through the Services, and it will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services, except for loss, injury, claim, liability, or damage due to Splash's gross negligence or willful misconduct.
C. THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SPLASH, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
D. SPLASH DOES NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES, AND SUCH FAILURES MAY RESULT IN ERRORS OR DATA LOSS. SPLASH DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING, OR BY THE LOSS OF ANY DATA OR INFORMATION YOU PROVIDE TO SPLASH, UNLESS SUCH DAMAGE OR LOSS IS DUE TO SPLASH'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. FURTHERMORE, SPLASH DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON EXCEPT FOR LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE DUE TO SPLASH'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
E. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC 2701-2711): SPLASH MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SERVICES OR ANY WEBSITE LINKED TO THE SERVICES. Splash will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on One Clipboard’s equipment, transmitted over networks accessed by the Services, or otherwise connected with your use of the Services, except for loss, injury, claim, liability, or damage due to Splash's gross negligence or willful misconduct.
Each party to this agreement shall defend, indemnify, and hold harmless the othre party, its affiliates and each of their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable outside attorneys’ fees, that arise from or relate to each party's use or misuse of, or access to, the Site, Services, Content, or otherwise from your User Content, violation of these Terms of Service, negligence, or infringement by either party, of any intellectual property or other right of any person or entity.
13. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
14. Governing Law and Jurisdiction
These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.
15. Intellectual Property Infringement Notifcation Process
We respect the intellectual property (IP) rights of others, and we expect users of our Services and website to do the same. We will respond to notices of alleged IP infringement that comply with applicable law. For example, we respond to notices of alleged copyright and trademark infringement and terminate accounts of repeat infringers according to the process set out in the Copyright Act.
If you believe that your content or information has been copied in a way that constitutes copyright, trademark, and/or patent infringement, please provide us with the following information: (i) a physical or electronic signature of the IP owner or a person authorized to act on their behalf; (ii) identification of the protected work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (such as the username); (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the IP’s owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the IP owner.
We reserve the right to remove any content alleged to be infringing without prior notice and at our sole discretion. If there is an instance of alleged IP infringement appearing on or through the Services or on our website, please contact us in writing at:
A. Modification. Splash reserves the right, at its sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services or via e-mail. Splash may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability, except for loss, injury, claim, liability, or damage due to Splash's gross negligence or willful misconduct. It is your responsibility to check these Terms of Service periodically for changes.
B. Force Majeure. Splash shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Splash’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, except for loss, injury, claim, liability, or damage due to Splash's gross negligence or willful misconduct.
C. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with Splash’s prior written consent. Splash may assign, transfer or delegate any of its rights and obligations hereunder without consent.
D. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
E. Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e- mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
F. No Waiver. The failure of Splash to enforce any part of these Terms of Service shall not constitute a waiver of its right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance, does not mean that we will do so in the future. In order for any waiver of compliance with these Terms of Service to be binding, Splash must provide you with written notice of such waiver, provided by one of its authorized representatives.
G. Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
H. Entire Agreement and Severability. These Terms of Service are the entire agreement between you and Splash with respect to the Services and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Splash with respect to the Site. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
You may contact Splash at the following address: 122 W 26th St. 4th Floor, New York, NY 10001.
Last updated: April 25, 2016.
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