Terms of Service

4. Processing of Personal Data

Your personal data will be treated in accordance with Splash’s Privacy Policy, available at https://splashthat.com/privacy, and Splash Data Processing Agreement, available at https://splashthat.com/data-processing-addendum.




5. Fees & Billing; Payment Methods & Payment Processing

A. Processing, Service Charge, and related Fees. Registered Users who elect to use the Event Payment Services (as defined below) must pay Splash’s then-current processing fee. The standard fee for Event Payments (as defined in Section F below and commonly referred to as the fee per ticket) can be found on this page. A portion of processing fees are typically reserved for payment to third-party payment processors and the remainder goes to Splash.

B. 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.

C. Payment Processors. Splash may use either Braintree Payment Solutions LLC (“Braintree”) or Stripe, Inc. (“Stripe”) (each, a “Payment Processor”) for payment processing.

i. Braintree. Splash uses Braintree for payment processing if you choose the direct deposit or Venmo “payout method” when you create a ticketed event. In order for you to use Braintree’s payment processing services (the, “Braintree Services”), you must enter into the Payment Services Agreement (the “Braintree PSA”, available at https://www.braintreepayments.com/legal/payment-services-agreement) with Braintree and the Bank Agreement with Braintree and its sponsoring bank (the “Braintree Bank Agreement”, available at https://www.braintreepayments.com/legal/bank-agreement). By accepting this Agreement, you agree: (a) that you have downloaded or printed the PSA and the Braintree Bank Agreement, and (b) that you have reviewed and agree to the PSA and the Braintree Bank Agreement. Please note that Splash that is not a party to the PSA or the Braintree Bank Agreement and that you, Braintree and Braintree’s sponsoring bank (as applicable) are the parties to the PSA and the Braintree Bank Agreement and that Splash has no obligations or liability to you under the PSA or the Braintree Bank Agreement. If you have questions regarding the PSA or the Braintree Bank Agreement, please contact Braintree at 877.434.2894. We are not responsible for error by Braintree.

ii. Stripe Services. In order for you to use Stripe’s payment processing Services (the “Stripe Services”) you must enter into the Stripe Services Agreement (the “SSA”, available at https://stripe.com/us/ssa) and the Stripe Connected Account Agreement (the “CAA”, available at https://stripe.com/us/connect-account/legal). By accepting this Agreement, you agree (a) that you have downloaded or printed the SSA and the CAA, and (b) that you have reviewed and agree to the SSA and the CAA. Please note that Splash is not a party to the SSA or the CAA and that you and Stripe are the two parties to the SSA and the CAA and that Splash has no obligations or liability to you under either the SSA or the CAA. If you have questions regarding the SSA or the CAA please contact Stripe at https://stripe.com/contact. We are not responsible for error by Stripe. In connection with your use of the Stripe Services, Splash shall use Your Data (as defined in the CAA) to integrate the Services with the Stripe Services. By entering into this Agreement, you hereby authorize Splash to use Your Data to integrate with the Stripe Services and to communicate Your Data to Stripe. Your use of the Stripe Services is governed by the Stripe Privacy Policy, available at https://stripe.com/us/privacy.

D. Billing. By choosing to use the Event Payment Service, the Vendor Payment Service (both defined below) or any Services described in this Section 5 for which Splash charges a fee now or in the future (the “Paid Services”), you agree to pay us, through the applicable Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the applicable Payment Processor to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

E. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the applicable Payment Processor do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

F. Event Payments. Event Planners may elect for payments to be collected on their behalf from attendees of events (“Event Payments”) (the “Event Payment Service”). These payments may be collected through a number of methods, including electronic methods using third-party services (such as Stripe or Braintree). The Stripe SSA and CAA shall apply to all Event Payments using the Stripe Services and the below terms shall not apply. If an Event Planner uses the Braintree Services then the below terms shall apply in addition to the Braintree PSA and Braintree Bank Agreement:

i. Splash Obligations. 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.

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. Alternatively and at its sole discretion, Splash may withhold other money due to Registered User to satisfy any such demand.

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/or (ii) as otherwise necessary to secure the performance of Registered User’s obligations under the Terms of Service, any Master Service Agreement (“MSA”) or Statement of Work (“SOW”) and any Vendor Agreement (if applicable). Splash’s right to hold a reserve shall continue following the applicable event and until either (A) Registered User has discharged all obligations under the Terms of Service, MSA, SOW and/or 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, MSA, SOW and/or 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 suspension or 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).

G. Vendor Payments. Event Planners may elect to pay Vendors through Splash (the “Vendor Payment Service”), where Splash shall collect and 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.

iii. 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.

H. Miscellaneous.

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.




6. Content

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. Content also includes all User Content (as defined below).

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 User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. 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). We do not guarantee that any Content you access on or through the Services is or will be accurate.

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 solely 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 any purpose other than 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 necessary for Splash to perform its duties in connection with the Site and the Services and to promote the Site and/or 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. 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 reserves the right to, but does not have any obligation to monitor the Site or the Services. However, Splash reserves the right to (i) remove any Content in its sole 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);

ii. You know is false, misleading, untruthful or inaccurate;

iii. 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;

iv. 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, circumvent or attempt to bypass or circumvent 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 potential 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.

C. No Attorney-Client Relationship. The Services are not intended to create an attorney-client relationship, and by using Splash, no attorney-client relationship will be created with Splash. Instead, you are representing yourself in any legal matter you undertake through Splash. Accordingly, while communications between you and Splash are protected by our Privacy Policy, they are not protected by the attorney-client privilege or the work product doctrine.

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 situation, 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.




10. Termination

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 breach these Terms of Service, Splash may terminate your access immediately, without notice. If you wish to terminate your Account, you may do so at any time by following the instructions on the Site or through the Services. 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, licenses of User Content, 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.




12. Indemnification

You shall defend, indemnify, and hold harmless Splash, its affiliates and each of its employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. Splash reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Splash in asserting any available defenses.




13. Limitation of Liability

IN NO EVENT SHALL SPLASH, 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, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $500. 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. ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS:
‍
A. ARBITRATION; CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND SPLASH OR ITS OFFICERS, DIRECTORS OR EMPLOYEES IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH SPLASH, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS, INC. THEN IN EFFECT, AND YOU AND SPLASH HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE SPLASH’S INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND SPLASH WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE, YOU MAY BRING YOUR CLAIM IN YOUR LOCAL “SMALL CLAIMS” COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT'S RULES AND IF WITHIN SUCH COURT’S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR SPLASH WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST SPLASH INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Splash is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event JAMS, Inc. is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Splash or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitration shall be conducted in the English language. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Service must be filed within one (1) year after such claim of action arose or be forever banned.

B. 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 14, you must notify Splash in writing within 30 days of the date that you first accept these Terms of Service (unless a longer period is required by applicable law). Your written notification must be mailed to Splash at the following address: 228 Park Ave S PMB 56031, New York, NY 10003-1502. If you do not notify Splash in accordance with this Section 14(b), you agree to be bound by the arbitration and class-action waiver provisions of these Terms of Service, including such provisions in any Terms of Service revised after the date of your first acceptance. Such notification must include: (i) your name; (ii) your email and mailing addresses and (iii) a statement that you do not wish to resolve disputes with Splash through arbitration. If Splash makes any changes to the Arbitration and Class Action Waiver section of these Terms of Service (other than a change to the address at which we will receive notices of dispute, opt-out notices, or rejections of future changes to the Arbitration and Clause Action Waiver section), you may reject any such change by sending Splash written notice within 30 days of the change to the address set forth in this Section 14(b). This notification affects these Terms of Service only; if you previously entered into other arbitration agreements with Splash or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms of Service shall not affect the other arbitration agreements between you and Splash.

C. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration and Class Action Waiver section will be null and void. This arbitration agreement will survive the termination of your relationship with Splash.




15. 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.




16. Intellectual Property Infringement Notification Process

In accordance with the DMCA, we’ve adopted the policy below toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.(1) Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to the Splash’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent”)

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
(b) Identification of works or materials being infringed;
(c) Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;
(d) Contact information about the notifier including address, telephone number and, if available, email address;
(e) A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
(f) A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

(2) Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:

(a) remove or disable access to the infringing material;
(b) notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
(c) terminate such content provider's access to the Services if he or she is a repeat offender.

(3) Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:

(a) A physical or electronic signature of the content provider;
(b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
(c) A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
(d) Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider's address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Company may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company's discretion.

Please contact Company's Designated Agent at the following address: legal@splashthat.com
‍
One Clipboard, Inc. dba Splash
228 Park Ave S PMB 56031
New York, NY 10003-1502
Email: legal@splashthat.com




17. Miscellaneous

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. Electronic notices should be sent to legal@splashthat.com.

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 waive compliance 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.




18. Contact

You may contact Splash at the following address:
Attn: Splash Legal, 228 Park Ave S PMB 56031, New York, NY 10003-1502.

Effective Date of Terms of Service: June 6, 2023