PLEASE NOTE THAT YOUR USE OF AND ACESSS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACESSS THE SERVICES IN ANY MANNER.
Terms of Service
Effective Date: June 12, 2019
Welcome to SplitSpot. Please read on to learn the rules and restrictions that govern your use of our website, products, services, and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at [email protected].
2. Acceptance of Terms of Service
Certain Services may be subject to additional terms and conditions specified by us from time to time; your use of those Services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.
PLEASE NOTE THAT, EXCEPT AS PROVIDED BELOW, THESE TERMS REQUIRE RESOLUTION OF DISPUTES THROUGH USE OF AN ARBITRATION SERVICE. YOU HEREBY AGREE THAT ALL DISPUTES ARISING FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THE SERVICES WILL BE RESOLVED IN ACCORDANCE WITH THE ARBITRATION AND GOVERNING LAW PROVISIONS SET FORTH IN SECTION 15 BELOW.
4. Eligibility for Services
By using the Services, you represent and warrant that you are at least 18 years of age. If you are under the age of 18, you may not, under any circumstances or for any reason, use the Services. We may, at our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. The right to access and use the Services is revoked where these Terms or use of the Services is prohibited by applicable laws, rules and regulations or to the extent the offering, sale, or provision of the Services conflict with any applicable laws, rules or regulations. The Services are offered only for your use, and not for the use or benefit of any third party.
5. Contact Information
To use the Services, you may be required to provide contact information (the “Contact Information”). You must provide accurate and complete information. Your contact information may include information that is personal to you, such as your name, email address, and phone number (collectively, “Personal Details”). You may only provide your own Personal Details. You may not provide personal details of any third person. You must update your Contact Information to reflect any changes to your Personal Details. If at any time any portion of your Contact Information is inaccurate or incomplete, or you otherwise violate these Terms, we may at our sole discretion and without advance notice choose to terminate your access to Services.
For the purposes of these Terms, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services, including User Content (as defined below). For the purposes of this Agreement, “Content” also includes all content accessed, created and/or posted by any other user of the Services.
You acknowledge that all Content accessed by you while 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. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.
The Services may contain Content specifically provided by us, our partners, or our users and that Content may be protected by copyrights, trademarks, service marks, patents, trade secrets and 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.
Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for the purposes of using the Services. se, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
We do not guarantee that any Content will be made available on our website or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our 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 Content or if we are concerned that you may have violated these Terms), or for no reason at all and (ii) to remove or block any Content from the Services.
We may provide you with the opportunity to submit, post, or display content, such as photos, images, text, materials, information, data, opinions, reviews, messages, notes, graphics, designs, social media posts or other social media assets, or any other content (“User Content”). You can do this either: i) by uploading User Content directly to the website or ii) by sending us or otherwise permitting us to use User Content through other means (collectively, “Submitting”). By Submitting User Content, you automatically grant Splitspot, its assigns, licensees and its third-party service providers (collectively, the “Licensed Parties”) a perpetual, worldwide, unlimited, irrevocable, transferable, assignable, royalty-free, fully paid-up license to use that User Content and your image, likeness, user name, social media handle, real name, caption, location, or other identifying information in connection with your User Content, in any manner in the Licensed Parties’ sole discretion, with no obligation to you whatsoever, for any lawful purpose, including, but not limited to, any commercial advertising/marketing, in any manner or media now or later developed, offline and online, including, without limitation, the right to display, reproduce, modify, translate, create derivative works, distribute, assign, commercialize, and sub-license that User Content to third parties for their lawful uses and purposes.
Licensed Parties are not obligated to feature, post or otherwise use any User Content, or to exercise any rights granted herein, but may do so at their sole discretion. By Submitting User Content, you represent and warrant that:
i) you own or control unencumbered, transferable rights to your User Content;
ii) you have permission from all persons appearing in your User Content to allow you to provide the photo or video image of those persons as part of your User Content to the License Parties for commercial use;
iii) Licensed Parties’ use of your User Content will not violate or infringe any law or the rights of any third party; and
iv) you have reached the legal age of majority in your jurisdiction of residence.
If your User Content shows a child who is under the age of majority in their state of residence, you represent and warrant that either you are the parent or legal guardian of the child or that you have written permission from the child’s parent or legal guardian to provide the photo or video image as part of your User Content to the Licensed Parties for commercial use. By Submitting User Content, you hereby release, discharge and agree to hold harmless Licensed Parties and any person acting on behalf of Licensed Parties from all actions, claims, damages, liabilities, costs and expenses arising out of the use by Licensed Parties of the User Content. By Submitting User Content, you release and discharge Licensed Parties from any and all obligation to pay you for any use of your User Content and any of the intellectual property and publicity rights contained therein.
7. Rules of Conduct
As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the Services.
You shall not, and shall not permit any third party to, either (a) take any action or (b) upload, download, post, submit, otherwise distribute, or facilitate distribution of any Content on or through the Service, that:
• 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;
• you know is false, misleading, untruthful or inaccurate;
• 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 us in our sole discretion;
• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
• 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 ours or of any third party;
• impersonates any person or entity, including any of our employees or representatives; or
• includes anyone’s identification documents or sensitive financial information.
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our 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 we 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 our website; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
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 this 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.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request, (ii)enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v)protect the rights, property or safety of us, our 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 our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of those websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators.
Splitspot does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, services or resources provided by the third-party websites and services. Splitspot disclaims any and all responsibility or liability for any harm resulting from your use of any third-party websites and services, including, without limitation, loss or injury to real, tangible, or intellectual property, violations of personal privacy or privacy rights, actual, consequential or punitive damages, personal injury, or wrongful death, and you hereby irrevocably waive any claim against Splitspot with respect to the content or operation of any third-party websites and services.
9. Access to and Use of Website.
We do not guarantee that our website, or any Content on it, will always be available or uninterrupted. Access to our website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change any or all part of the website without notice. We will not be liable to you if, for any reason, our website is unavailable at any time or for any period. Although we make reasonable efforts to update the information on the website, we make no representations, warranties or guarantees, whether express or implied, that the Content on the website is accurate, complete or up to date.
10. DMCA – Copyright Complaint Policy, Infringement Notification.
If you believe in good faith that certain Content on our website infringes your copyright rights, please provide the written information requested below. The procedure outlined below is exclusively for notifying Splitspot that your copyrighted material has been infringed.
Please provide the following information in the following order (including section Numbers):
a. A clear identification of the copyrighted work you claim was infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
b. A clear identification of the material you claim is infringing the copyrighted work, and information that will allow us to locate that material on the website, such as a link to the infringing material.
c. Your contact information so that we can reply to your complaint, preferably including your name, address, email address and telephone number.
d. Include the following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. This information and notification is accurate. Under penalty of perjury, I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
e. The notice must be signed by the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notices of claims of copyright infringement on the website should be emailed or mailed to:
49 Paulina Street, Somerville, MA 02144
Phone Number: (617) 207-7676
[email protected], RE: Copyright Infringement
We suggest that you consult an attorney before filing a notice or counter-notice. Also, please note that you may be liable for damages (including, but not limited to, costs and attorneys’ fees) if you make a false claim of copyright infringement.
We will review and address all notices that comply with the requirements above and applicable law, including but not limited to the Digital Millennium Copyright Act of 1998.
We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your use of the Services. If you wish to terminate your association with the Services, you may do so by emailing [email protected] Any fees paid hereunder are non-refundable. All provisions of these Terms which by their nature should survive termination shall survive termination, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
12. Warranty Disclaimer
We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: (i) which users gain access to the services, (ii) what Content you access via the Services, or (iii) how you may interpret or use the Content.
You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
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. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III)ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective 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 Services, Content, violation of these Terms, or infringement by you, or any third party using your identity in the Services, of any intellectual property or other right of any person or entity. We reserve 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 us in asserting any available defenses.
14. Disclaimer; Limitation of Liability
You are solely responsible for your interactions and arrangements with other individuals, including users. We make no representations or warranties as to: (i) the conduct of users, (ii) users’ compatibility with current users, or (iii) any information concerning any activities or arrangements suggested by users.
IN NO EVENT SHALL WE, NOR OUR 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 DAMAGES ARISING OUT OF OR RELATING TO YOUR OR ANYONE ELSE’S CONDUCT IN CONNECTION WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION BODILY INJURY, EMOTIONAL DISTRESS AND ANY DAMAGES RESULTING IN ANY WAY FROM COMMUNICATIONS, MEETINGS, ACTIVITIES OR ARRANGEMENTS WITH USERS OR PERSONS YOU MAY OTHERWISE MEET THROUGH THE SERVICES, (II) 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, (III) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, REGARDLESS OF THE SOURCE OF ORIGINATION, OR (IV) FOR ANY DIRECT DAMAGES.
You agree to take reasonable precautions and exercise the utmost personal care in all interactions with other users or any other individual you come into contact with through the Services, particularly if you decide to meet those users or individuals in person. You understand and agree that we make no guarantees, express or implied, regarding your compatibility with users or other individuals you meet through the Services. For example, you should not, under any circumstances, provide your financial information (e.g., credit card or bank account numbers) to other individuals. We strongly advise you to use the utmost caution before sharing any personally identifiable information with others, including users. We do not and cannot assure you that it is safe for you to have direct contact with any other individual that you come into contact with through the Services. If you believe that any individual is harassing you or is otherwise using personal information about you for unlawful purposes, we encourage you to first inform local law enforcement authorities, and then to contact us at [email protected] so that we may take appropriate action.
We shall not be liable for any failure to perform our obligations hereunder where the failure results from any cause beyond our reasonable control, including without limitation, mechanical, electronic, or communications failure or degradation.
15. Governing Law and Jurisdiction; Arbitration
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, including its conflicts of law rules, and the United States of America. YOU AGREE THAT ANY DISPUTE (WHETHER OR NOT THE DISPUTE INVOLVES A THIRD PARTY) ARISING FROM OR RELATING TO THE SUBJECT MATTER OF THESE TERMS OR YOUR RELATIONSHIP WITH US SHALL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE WAIVING THE ABILITY TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US, 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 we are 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. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
When you visit this website or send communications to us, you are communicating with us electronically. You consent to receive communications from us electronically. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Splitspot (a) via email (in each case to the address that you provide) or (b) by posting to the website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that communications be in writing.
17. Entire Agreement; Severability
These Terms are the entire agreement between you and us with respect to the Services, including use of our website, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms 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.
These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
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.
20. Waiver and Enforcement of Terms
Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. 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 e to be binding, we must provide you with written notice of that waiver through one of our authorized representatives.
21. Contact Us.
If you have any questions about the Services, please do not hesitate to contact us at [email protected].