Terms of Use

Last revised March 9th, 2017

Welcome

Welcome to Splish! We here at Citadella Media, LLC (“we” or “us”) are so happy you came to play with us! Are you ready to host your very own dating game or become a contestant in one via our mobile app and related website (the “Services”)?! Before you do, please read these terms of use (the “Terms”) carefully that explain the rules of using the Services. By using the Services, you accept and agree to these Terms, which include how we settle disputes between us, as specified in the Dispute Resolution section below. If you don’t agree with any of the Terms, please do not use the Services.

Who Can Play

1. Eligibility. You must be at least 18 years old, not legally married or in a relationship, and have never been convicted of a felony and/or are not required to register as a sex offender with any government entity to request, register or use the Services. We do not currently conduct criminal background screenings of any registered users, but reserve the right to conduct criminal background checks at any time, and to use available public records to confirm compliance with this section.

2. Account Creation. In order to use the Services, you must have or create a Facebook account and sign in using your Facebook login. If you do so, you authorize us to access and use certain Facebook account information, including but not limited to your public Facebook profile and information about Facebook friends you might share in common with other Splish users. For more information regarding the information we collect form you and how we use it, please see our Privacy Policy. Your account registration information must be correct, current, and complete at all times. You will create only one unique profile.

3. Your intended use. Your intention to use the Services must be for good faith relationshipseeking purposes (for example, you may not become a user solely to compile a report of compatible singles in your area, or to write a school research paper).

Content

1. Your Submissions. You are solely responsible for all information and content you contribute or make available to the Services, including without limitation your photos, videos, text messages or chats with other Splish users, text, Facebook account data, custom game questions or answers, or other submissions (“Submissions”). By granting access and/or posting Submissions to the Services, you automatically grant to Splish and its affiliates, an irrevocable, perpetual, nonexclusive, royaltyfree, fullypaid, worldwide license to use, reproduce, distribute, publicly perform, public display and create derivative works of such Submissions, and to grant and authorize sublicenses of the foregoing, in connection with the operation, performance, monetization and marketing of the Services. You further grant all Splish users permission to view your Submissions for their personal, noncommercial purposes. If you make suggestions or provide any feedback to Splish (for example, ways on improving the Services or adding new features) we will have the right to use your suggestions and feedback without any compensation to you. We reserve the right (but not the obligation) to remove or edit Submissions, but do not review all Submissions. You represent and warrant that you own or otherwise control all of the rights to any Submissions; that the Submissions are accurate; that use of the Submissions do not violate these Terms, and will not cause injury to any person or entity.

2. Splish Content. Any other text, content, graphics, images, user interfaces, game questions and answers, trademarks, logos, sounds, artwork, algorithms, technology and other intellectual property appearing on or utilized within the Services (“Splish Content”) are owned, controlled or licensed by us, and are protected by copyright, trademark and other intellectual property law rights. Except for the limited license granted below, all right, title and interest in and to the Splish Content are expressly reserved. Splish grants to you a limited, revocable, nonexclusive, nontransferable license to access the Services from your personal Splish account, and utilize the Services in accordance with these Terms for

your personal purpose only. You may not use the Services for any commercial purpose, or assign or sublicense the aforementioned license to any third party.

3. Digital Millennium Copyright Act. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Services, please send the following information to Splish’s Copyright Agent at support@playsplish.com: (i) an electronic or physical signature of a person authorized to act on behalf of the copyright owner; (ii) identification of the copyrighted work that you claim is being infringed; (iii) identification of the material that is claimed to be infringing and where it is located on the Services; (iv) information reasonably sufficient to permit Splish to contact you, such as your address, telephone number, and email address; (v) a statement that you 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 law; and (vi) a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

Play Nicely

We want everyone to have a fun and respectful time while using the Services, so you must abide by the rules and restrictions below. Your license to use the Services that Splish granted in the Section above is subject to your compliance with these rules and restrictions. If you do not comply with these rules and restrictions, the license that Splish granted to you in the Section above will immediately become void, and Splish may also immediately suspend or terminate your account.

1. Restrictions Regarding Splish Content & Services. With respect to the Splish Content and Services, the following is prohibited:

  • the resale or commercial use of the Services, or its contents;

  • any collection and use of any user profiles, listings, descriptions, or other data;

  • any derivative use of any of the Services or its contents;

  • any use, modification, post, or transmittal of the Splish Content, or accessing the Services, except as permitted by the functionality of the Services, or for unlawful purposes;

  • any downloading or copying of account information for the benefit of a third party;

  • the copying, imitating, mirroring, reproducing, distributing, publishing, downloading, displaying, performing, posting, storing, or transmitting any of the Services or its contents, in any form or by any means;

  •  framing or utilizing framing techniques to enclose any of the Services, or its contents;

  • the use of any meta tags or any other “hidden text” utilizing our or our licensees’ names or trademarks;

  • any use of data mining, robots, or similar data gathering and extraction tools;

  • decompiling, reverse engineering, disassembling, or otherwise reducing the code used in any software in our Services into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software.

    2. Restrictions Regarding Your Conduct. With respect to your conduct while using the Services, you will not, and will not attempt to:

  • utilize the Services in a way that is, or provide Submissions that are, illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable;

  • provide Submissions that consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”;

  • use a false email address, impersonate any person or entity, or otherwise mislead any Splish user;

  • create a new account without our express written consent, if we previously disabled your account;

  • solicit, or attempt to solicit, personal information from other users other than in connection with meeting up with your match, or provide your contact information or third party profile page prior to being matched via the Services;

  • disclose personal information about a third person on the Services or obtained from the Services without the consent of such person;

  • violate any applicable federal, state or local laws or regulations or these Terms; and

  • assist or permit any persons in engaging in any of the activities described above.

Play Safely

We also want everyone to be and feel safe while using the Services.

1. Your Account. Your account is for your personal use only. You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. You are responsible for maintaining the confidentiality of your account and for restricting access to your computer and mobile devices, and you agree to accept responsibility for all activities that occur under your account or password. We reserve the right to refuse service, terminate or suspend your account, and remove or edit content in our sole discretion.

2. Information You Display. If you choose to reveal any personal information about yourself to other users, it may become public, and is done at your own risk. We encourage you to use the same caution in disclosing details about yourself to third parties online as you would under any other circumstances.

3. Safety Precautions. You assume all risk when using the Services, including but not limited to all of the risks associated with any online or offline interactions with others, including dating. You agree to take all necessary precautions when meeting individuals through the Services. You should not provide your financial information or wire or otherwise send money to other users. You understand that we do not currently conduct criminal background checks on our users. We also do not verify the statements of our users. We make no representations or warranties as to the conduct of users or compatibility with any current or future users. We reserve the right to conduct any criminal background checks or other screens at any time and in available public records. The company is not responsible for the conduct of any user, nor shall it be liable for any loses or damages of its users.

4. Privacy. Please review our Privacy Policy, which also governs your use of the Services, to understand our practices and the choices you can make about the way your information is collected and used.

Game Over

1. Cancelling Your Account. You may cancel your account at any time by accessing the Splish “Settings” page.

2. Termination. We have the right to remove, edit, limit, block access to, or terminate your account at any time. We also reserve the right to cease offering any of the Services.

General

1. Changes to the Terms. These Terms are subject to change by us in our sole discretion at any time, with or without notice. Your continued use of the Services after the posting of revisions to the Terms will constitute your acceptance of such revisions. Please consult the top of these Terms to determine when the Terms were last revised. If you do not agree with any change to the Terms, please do not continue to use the Services.

2. Third Party Services. The Services may be provided through third party platforms, or interact with or include third party applications, websites, widgets, software and other services, all of which we refer to as “Third Party Services.” Third Party Services can refer to anything from advertisements and promotional offers from third parties to third party links or applications included in the Services. These Third Party Services may contain information or material that you may find inappropriate or offensive. You understand and agree that we are not responsible or liable for the behavior, availability, features or content of any Third Party Service. These Third Party Services are not owned or controlled by us – they are owned by third parties unrelated to us. The inclusion of such Third Party Services does not imply endorsement by us or any association with our operators. We cannot ensure that you will be satisfied with any products or services that you purchase from any Third Party Services. Your use of these Third Party Services is at your own risk and subject to the separate terms of use of these Third Party Services. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any interactions or online transactions with any the Third Party Services. You agree to comply with any applicable terms, conditions or requirements promulgated by any provider of a Third Party Services platform (e.g., Facebook’s Terms of Use, iTunes Store Terms of Use).

3. Disclaimers. We may not be able to provide matches for every user using the Services. We make no guarantees as to the number or frequency of matches through the Services, or to such matches’ ability, desire or criteria to communicate with any user. You understand and agree that we make no guarantees, either explicit or implied, regarding your ultimate compatibility with individuals you meet through the Services or as to the conduct of such individuals.

YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, CONTENT AND OTHER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE AND ANY SUBSIDIARIES OR AFFILIATED COMPANIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE DO NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERRORFREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, APP STORE OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN ADDITION, WE DO NOT WARRANT THAT THE CONTENT ACCESSIBLE VIA THE SERVICES ARE ACCURATE, COMPLETE, AVAILABLE, CURRENT, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

4. Limitation of Liability. WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES, INCLUDING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, OR FROM ANY MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, CONTENT AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

5. Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR MEMBERS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, LICENSORS, VENDORS AND AFFILIATES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, LIABILITIES, COSTS OR EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING OR ARISING OUT OF (I) YOUR BREACH OF ANY OF THESE TERMS; AND (II) YOUR USE OF THE SERVICES, INCLUDING YOUR SUBMISSIONS.

6. Governing Law. By using the Services, you agree that the Federal Arbitration Act of the United States, applicable United States federal law, and the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and us. If you reside outside the U.S., and to the extent applicable law does not allow the aforementioned, then the applicable laws of the country in which you reside will govern these Terms, and any disputes will be submitted to the courts of competent jurisdiction of the country in which you reside.

7. Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND US MAY HAVE AGAINST EACH OTHER ARE RESOLVED.

To the extent permitted by applicable law, any dispute or claim relating in any way to your use of the Services will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act of the United States and U.S. federal arbitration law apply to these Terms.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following: Citadella Media, LLC, 1821 Stanford Street, Santa Monica, CA 90404, Attn: General Counsel. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for ConsumerRelated Disputes. The AAA's rules are available at www.adr.org or by calling 18007787879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

8. Entire Agreement; Severability. These Terms supersede all prior agreements, oral or written, and constitute the entire agreement between us relating to the subject matter of these Terms. However, you acknowledge that other aspects of your use of the Services may be subject to separate agreements with us, including, for example, contest and sweepstakes rules. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

9. How to Contact Us. If you need to get in touch with us, please email us at support@playsplish.com or write to us at Citadella Media, LLC, 1821 Stanford Street, Santa Monica, CA 90404.

10. Notice Regarding Apple. You acknowledge and agree that these Terms are between you and us only, not with Apple, and Apple is not responsible for the Services or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to Splish (the “App”). In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.