Privacy Policy

Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Splitoo Platform, you agree to comply with and be bound by these Terms of Service.

Last Updated: August 28, 2018

These Terms of Service (“Terms”) constitute a legally binding agreement (“Agreement”) between you and Splitoo (as defined below) governing your access to and use of the Splitoo website, including any subdomains thereof, and any other websites through which Splitoo makes its services available (collectively, “Site”), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application”) and all associated services (collectively, “Splitoo Services”). The Site, Application and Splitoo Services together are hereinafter collectively referred to as the “Splitoo Platform”. Our Seller Guarantee Terms, Buyer Refund Policy, Nondiscrimination Policy and other Policies applicable to your use of the Splitoo Platform are incorporated by reference into this Agreement.

When these Terms mention “Splitoo,” “we,” “us,” or “our,” it refers to the Splitoo company you are contracting with. Your contracting entity will generally be determined based on your Country of Residence. Your “Country of Residence” is the jurisdiction associated with your Splitoo Account as determined by either your express selection or by Splitoo’s assessment of your residence using various data attributes associated with your Splitoo Account.

You are contracting with Venture Labs Limited (“Venture Labs Limited”).

Our collection and use of personal information in connection with your access to and use of the Splitoo Platform is described in our Privacy Policy.

Any and all payment processing services through or in connection with your use of the Splitoo Platform (“Payment Services”) are provided to you by our Payment provision Platform, Stripe.

Sellers alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings and Seller Services. For example there may be an explicit term in a seperate service providers terms that prohibit the sharing of their supplied service. Sellers are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Seller Services they offer. Certain types of Seller Services may be prohibited altogether. Penalties may include fines or other enforcement. If you have questions about how local laws apply to your Listing(s) and Seller Service(s) on Splitoo, you should always seek legal guidance.

Scope of Splitoo Services

    1. The Splitoo Platform is an online marketplace that enables registered users (“Members”) and certain third parties who offer services (Members and third parties who offer services are “Sellers” and the services they offer are “Seller Services”) to publish such Seller Services on the Splitoo Platform (“Listings”) and to communicate and transact directly with Members that are seeking to subscribe to such Seller Services (Members using Seller Services are “Buyers”). Seller Services may include the offering of third party services to which they subscribe at a reduced or premium rate on a subscription basis to offset the overall cost of the original service to themselves and the buyer.
    2. As the provider of the Splitoo Platform, neither Splitoo nor Venture Labs Limited does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Seller Services, nor is Splitoo an organiser or retailer of subscription services. Sellers alone are responsible for their Listings and Seller Services. When Members make or accept a subscription, they are entering into a contract directly with each other. Splitoo is not and does not become a party to or other participant in any contractual relationship between Members. Splitoo is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms.
    3. hile we may help facilitate the resolution of disputes, Splitoo has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Seller Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Splitoo does not endorse any Member, Listing or Seller Services. Any references to a Member being “verified” (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Splitoo about any Member, including of the Member’s identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to enter into a sharing agreement for Seller Services, accept a subscription request from a Buyer, or communicate and interact with other Members, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Listing at the time the photograph was taken, and are therefore not an endorsement by Splitoo of any Seller or Listing.
    4. If you choose to use the Splitoo Platform as a Seller, your relationship with Splitoo is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Splitoo for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Splitoo. Splitoo does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Seller Services. You acknowledge and agree that you have complete discretion whether to list Seller Services or otherwise engage in other business or employment activities.
    5. To promote the Splitoo Platform and to increase the exposure of Listings to potential Buyers, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Listings and other Member Content may be translated, in whole or in part, into other languages. Splitoo cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations. The Splitoo Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
    6. The Splitoo Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Splitoo is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Splitoo of such Third-Party Services.
    7. Due to the nature of the Internet, Splitoo cannot guarantee the continuous and uninterrupted availability and accessibility of the Splitoo Platform. Splitoo may restrict the availability of the Splitoo Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Splitoo Platform. Splitoo may improve, enhance and modify the Splitoo Platform and introduce new Splitoo Services from time to time.
  1. Eligibility, Using the Splitoo Platform, Member Verification
    1. You must be at least 18 years old and able to enter into legally binding contracts to access and use the Splitoo Platform or register an Splitoo Account. By accessing or using the Splitoo Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
    2. You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Seller Service(s) are located or take place 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.
    3. Splitoo may make access to and use of the Splitoo Platform, or certain areas or features of the Splitoo Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Member’s subscription and cancellation history.
    4. User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
    5. The access to or use of certain areas and features of the Splitoo Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Splitoo Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.
    6. If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. Some areas of the Splitoo Platform may implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.
  2. Modification of these Terms
    1. Splitoo reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Splitoo Platform and update the “Last Updated” date at the top of these Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Splitoo Platform will constitute acceptance of the revised Terms.
  3. Account Registration
    1. You must register an account (“Splitoo Account”) to access and use certain features of the Splitoo Platform, such as publishing a subscription a Listing. If you are registering a Splitoo Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
    2. You can register a Splitoo Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook to or Google (“SNS Account”). You have the ability to disable the connection between your Splitoo Account and your SNS Account at any time, by accessing the “Settings” section of the Splitoo Platform.
    3. You must provide accurate, current and complete information during the registration process and keep your Splitoo Account and public Splitoo Account profile page information up-to-date at all times.
    4. You may not register more than one (1) Splitoo Account unless Splitoo authorizes you to do so. You may not assign or otherwise transfer your Splitoo Account to another party.
    5. You are responsible for maintaining the confidentiality and security of your Splitoo Account credentials and may not disclose your credentials to any third party. You must immediately notify Splitoo if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Splitoo Account. You are liable for any and all activities conducted through your Splitoo Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
  4. Content
    1. Splitoo may, at its sole discretion, enable Members to:
      1. Create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Splitoo Platform (“Member Content”); and
      2. Access and view Member Content and any content that Splitoo itself makes available on or through the Splitoo Platform, including proprietary Splitoo content and any content licensed or authorized for use by or through Splitoo from a third party (“Splitoo Content” and together with Member Content, “Collective Content”).
    2. The Splitoo Platform, Splitoo Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United Kingdom and other countries. You acknowledge and agree that the Splitoo Platform and Splitoo Content, including all associated intellectual property rights, are the exclusive property of Splitoo and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Splitoo Platform, Splitoo Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Splitoo used on or in connection with the Splitoo Platform and Splitoo Content are trademarks or registered trademarks of Splitoo in the United Kingdom and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Splitoo Platform, Splitoo Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
    3. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Splitoo Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Splitoo or its licensors, except for the licenses and rights expressly granted in these Terms.
    4. Subject to your compliance with these Terms, Splitoo grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Splitoo Platform and accessible to you, solely for your personal and non-commercial use.
    5. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the Splitoo Platform, you grant to Splitoo a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Splitoo Platform, in any media or platform. Unless you provide specific consent, Splitoo does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.
    6. You are solely responsible for all Member Content that you make available on or through the Splitoo Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Splitoo Platform or you have all rights, licenses, consents and releases that are necessary to grant to Splitoo the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Splitoo’s use of the Member Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
    7. You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates Splitoo’s Content Policy or any other Splitoo policy. Splitoo may, without prior notice, remove or disable access to any Member Content that Splitoo finds to be in violation of these Terms or Splitoo’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Splitoo, its Members, third parties, or property.
    8. Splitoo respects copyright law and expects its Members to do the same. If you believe that any content on the Splitoo Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.
  5. Service Fees
    1. 6.1 Splitoo may charge fees to Sellers (“Seller Fees”) and/or Buyers (“Buyer Fees”) (collectively, “Service Fees”) in consideration for the use of the Splitoo Platform. More information about when Service Fees apply and how they are calculated can be found on purchase screens.
    2. Any applicable Service Fees (including any applicable Taxes) will be displayed to a Seller or Buyer prior to publishing or subscription a Listing. Splitoo reserves the right to change the Service Fees at any time, and will provide Members adequate notice of any fee changes before they become effective.
    3. You are responsible for paying any Service Fees that you owe to Splitoo. The applicable Service Fees (including any applicable Taxes) are collected by Splitoo Payments. Splitoo Payments will deduct any Seller Fees from the Listing Fee before remitting the payout to the Seller. Any Buyer Fees are included in the Total Fees collected by Splitoo Payments. Except as otherwise provided on the Splitoo Platform, Service Fees are non-refundable.
  6. Terms specific for Sellers
    1. Terms applicable to all Listings
      1. When creating a Listing through the Splitoo Platform you must (i) provide complete and accurate information about your Seller Service (such as listing descriptin or price), (ii) disclose any deficiencies, restrictions and requirements that apply (such as any minimum age, proficiency or fitness requirements for an Experience and (iii) provide any other pertinent information requested by Splitoo. You are responsible for keeping your Listing information up-to-date at all times.
      2. You are solely responsible for setting a price (including any Taxes if applicable, or charges) for your Listing (“Listing Fee”). Once a Buyer subscribes to your Listing, you may not request that the Buyer pays a higher price than in the subscription request.
      3. Any terms and conditions included in your Listing, in particular in relation to terminations, must not conflict with these Terms or the relevant termination policy for your Listing.
      4. Pictures, animations or videos (collectively, “Images”) used in your Listings must accurately reflect the quality and condition of your Seller Services. Splitoo reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.
      5. The placement and ranking of Listings in search results on the Splitoo Platform may vary and depend on a variety of factors, such as Buyer search parameters and preferences, Seller requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Seller Service, and/or ease of subscription.
      6. When you accept or have pre-approved a subscription request by a Buyer, you are entering into a legally binding agreement with the Buyer and are required to provide your Seller Service(s) to the Buyer as described in your Listing when the subscription request is made. You also agree to pay the applicable Seller Fee and any applicable Taxes.
      7. Splitoo recommends that Sellers obtain appropriate insurance for their Seller Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Buyers (and the individuals the Buyer has subscribe toed for, if applicable) while staying at your service or participating in your Experience, Event or other Seller Service.
    2. Listing services
      1. Unless expressly allowed by Splitoo, you may not list more than one Sercive per Listing.
      2. If you choose to require a security deposit for your service, you must specify this in your Listing (“Security Deposit”). Sellers are not allowed to ask for a Security Deposit after a subscription has been confirmed or outside of the Splitoo Platform. Splitoo will use commercially reasonable efforts to address Sellers’ requests and claims related to Security Deposits, but Splitoo is not responsible for administering or accepting any claims by Sellers related to Security Deposits.
      3. You represent and warrant that any Listing you post and the subscription of, or a Buyer’s use of, a service will (i) not breach any agreements you have entered into with any third parties, such as service providers, or other agreements, and (ii) comply with all applicable laws, Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Seller, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who use or are otherwise in use of the service at your request or invitation, excluding the Buyer and any individuals the Buyer invites to the service.
  7. Terms specific for Buyers
    1. Terms applicable to all subscriptions
      1. Subject to meeting any requirements (such as completing any verification processes) set by Splitoo and/or the Seller, you can subscribe to a Listing available on the Splitoo Platform by following the respective subscription process. All applicable fees, including the Listing Fee, Security Deposit (if applicable), Buyer Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to subscribing to a Listing. You agree to pay the Total Fees for any subscription requested in connection with your Splitoo Account.
      2. Upon confirmation by the buyer to any service from Splitoo, a legally binding agreement is formed between you and your Seller, subject to any additional terms and conditions of the Seller that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing. Splitoo Payments will collect the Total Fees at the time of the subscription request and at any recurring interval based on the terms of the agreement or upon the Seller’s confirmation pursuant to the Payments Terms.
      3. If you subscribe to a Seller Service on behalf of additional Buyers, you are required to ensure that every additional Buyer meets any requirements set by the Seller, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Seller. If you are subscribing for an additional Buyer who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor.
      4. Splitoo may enable a Buyer who is subscribing to a Listing on behalf of one or more additional Buyers (the “Organizer”) to split the payment of the Total Fees for an eligible subscription on a pro-rata basis between the Organizer and at least one other additional Buyer (each a “Co-Payer”) (the “Group Payment Service”). In order to participate in the Group Payment Service, each Co-Payer must have or register an Splitoo Account prior to making a payment. All payments via the Group Payment Service are handled by Splitoo Payments and are subject to the Group Payment Terms of Service.
    2. subscription services
      1. You understand that a confirmed subscription of a service (“service subscription”) is a limited license granted to you by the Seller to use the service for the duration of your subscription, during which time the Seller (only where and to the extent permitted by applicable law) retains the right to re-enter the service, in accordance with your agreement with the Seller.
      2. You agree to leave the service no later than the date that the Seller specifies in the Listing or such other time as mutually agreed upon between you and the Seller. If you stay past the agreed upon date without the Seller’s consent (“Overstay”), you no longer have a license to use the service and the Seller is entitled to make you leave in a manner consistent with applicable law. In addition, you agree to pay, if requested by the Seller, for each twenty-four (24) hour period (or any portion thereof) that you Overstay, an additional fee of up to two (2) times the average Listing Fee originally paid by you to cover the inconvenience suffered by the Seller, plus all applicable Buyer Fees, Taxes, and any legal expenses incurred by the Seller to make you leave (collectively, “Overstay Fees”). Overstay Fees for late checkouts on the checkout date that do not impact upcoming subscriptions may be limited to the additional costs incurred by the Seller as a result of such Overstay. If you Overstay on a service, you authorize Splitoo (via Splitoo Payments) to charge you to collect Overstay Fees. A Security Deposit, if required by a Seller, may be applied to any Overstay Fees due for a Buyer’s Overstay.
  8. subscription Modifications, Cancellations and Refunds, Resolution Center
    1. Sellers and Buyers are responsible for any modifications to a subscription that they make via the Splitoo Platform or direct Splitoo customer service to make (“subscription Modifications”), and agree to pay any additional Listing Fees, Seller Fees or Buyer Fees and/or Taxes associated with such subscription Modifications.
    2. Buyers can cancel a confirmed subscription at any time pursuant to the Listing’s cancellation policy, and Splitoo Payments will refund the amount of the Total Fees due to the Buyer in accordance with such cancellation policy. Unless extenuating circumstances exist, any portion of the Total Fees due to the Seller under the applicable cancellation policy will be remitted to the Seller by Splitoo Payments pursuant to the Payments Terms.
    3. If a Seller cancels a subscription, the Buyer will receive a refund of a proportion of the Total Fees for such a subscription within a commercially reasonable time of the cancellation. In some instances, Splitoo may allow the Buyer to apply the refund to a new subscription, in which case Splitoo Payments will credit the amount against the Buyer’s subsequent subscription at the Buyer’s direction. Further, Splitoo may publish an automated review on the Listing cancelled by the Seller indicating that a subscription was cancelled. In addition, Splitoo may impose a cancellation fee, unless the Seller has a valid reason for cancelling the subscription pursuant to Splitoo’s Extenuating Circumstances Policy or has legitimate concerns about the Buyer’s behavior.
    4. In certain circumstances, Splitoo may decide, in its sole discretion, that it is necessary to cancel a confirmed subscription and make appropriate refund and payout decisions. This may be for reasons set forth in Splitoo’s Extenuating Circumstances Policy or (i) where Splitoo believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Splitoo, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.
  9. Ratings and Reviews
    1. Within a certain timeframe after subscribing to a listing, Buyers and Sellers can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of Splitoo. Ratings and Reviews are not verified by Splitoo for accuracy and may be incorrect or misleading.
    2. Ratings and Reviews by Buyers and Sellers must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 5.
    3. Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
    4. Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the Splitoo Platform (such as the Listing page) together with other relevant information such as number of subscriptions, number of cancellations, average response time and other information.
  10. Damage or Sabotage of services, Disputes between Members
    1. As a Buyer, you are responsible for leaving the service in the condition it was in when you subscribed. You are responsible for your own acts and omissions.
    2. If a Seller claims and provides evidence that you as a Buyer have sabotaged a service or any physical asset associated with a service (“Damage Claim”), the Seller can seek payment from you through the Resolution Center. If a Seller escalates a Damage Claim to Splitoo, you will be given an opportunity to respond. If you agree to pay the Seller, or Splitoo determines in its sole discretion that you are responsible for the Damage Claim, Splitoo Payments will collect any such sums from you and/or against the Security Deposit (if applicable) required to cover the Damage Claim pursuant to the Payments Terms. Splitoo also reserves the right to otherwise collect payment from you and pursue any remedies available to Splitoo in this regard in situations in which you are responsible for a Damage Claim, including, but not limited to, in relation to any payment requests made by Sellers under the Splitoo Seller Guarantee.
    3. Members agree to cooperate with and assist Splitoo in good faith, and to provide Splitoo with such information and take such actions as may be reasonably requested by Splitoo, in connection with any Damage Claims or other complaints or claims made by Members relating to (i) services or any personal or other asset associated with a service (including, without limitation, payment requests made under the Splitoo Seller Guarantee). A Member shall, upon Splitoo’s reasonable request and at no cost to the Member, participate in mediation or a similar resolution process with another Member, which process will be conducted by Splitoo or a third party selected by Splitoo or its insurer, with respect to losses for which a Member is requesting payment from Splitoo (including but not limited to payments under the Splitoo Seller Guarantee).
    4. If you are a Buyer you understand and agree that Splitoo may make a claim under your insurance policy related to any damage or loss that you may have caused, or been responsible for, to any personal or other asset (including a service) of the Seller (including without limitation amounts paid by Splitoo under the Splitoo Seller Guarantee). You agree to cooperate with and assist Splitoo in good faith, and to provide Splitoo with such information as may be reasonably requested by Splitoo, to make a claim under your insurance policy, including, but not limited to, executing documents and taking such further acts as Splitoo may reasonably request to assist Splitoo in accomplishing the foregoing.
  11. Rounding off
    1. Splitoo generally supports payment amounts that are payable from or to Buyers or Sellers to the smallest unit supported by a given currency (i.e., U.S. cents, Euro cents or other supported currencies). Where Splitoo’s third-party payment services provider does not support payments in the smaller unit supported by a given currency, Splitoo may, in its sole discretion, round up or round down amounts that are payable from or to Buyers or Sellers to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, Euro or other supported currency); for example, Splitoo may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.
  12. Taxes
    1. As a Seller you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable VAT or other indirect sales taxes, Usage Tax, tourist or other visitor taxes or income taxes (“Taxes”).
    2. Tax regulations may require us to collect appropriate Tax information from Sellers, or to withhold Taxes from payouts to Sellers, or both. If a Seller fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.
    3. You understand that any appropriate governmental agency, department and/or authority (“Tax Authority”) where your service is located may require Taxes to be collected from Buyers or Sellers on Listing Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Listing Fees set by Sellers, a set amount per day, or other , and are sometimes called “transient Usage Taxes” (“Usage Taxes”).
    4. In certain jurisdictions, Splitoo may decide in its sole discretion to facilitate collection and remittance of Usage Taxes from or on behalf of Buyers or Sellers, in accordance these Terms (“Collection and Remittance”) if such jurisdiction asserts Splitoo or Sellers have an Usage Tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, you hereby instruct and authorize Splitoo (via Splitoo Payments) to collect Usage Taxes from Buyers on the Seller’s behalf at the time Listing Fees are collected, and to remit such Usage Taxes to the Tax Authority. The amount of Usage Taxes, if any, collected and remitted by Splitoo will be visible to and separately stated to both Buyers and Sellers on their respective transaction documents. Where Splitoo is facilitating Collection and Remittance, Sellers are not permitted to collect any Usage Taxes being collected by Splitoo relating to their services in that jurisdiction.
    5. You agree that any claim or cause of action relating to Splitoo’s facilitation of Collection and Remittance of Usage Taxes shall not extend to any supplier or vendor that may be used by Splitoo in connection with facilitation of Collection and Remittance, if any. Buyers and Sellers agree that we may seek additional amounts from you in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Usage Taxes collected is a refund of Usage Taxes collected by Splitoo from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.
    6. Splitoo reserves the right, with prior notice to Sellers, to cease the Collection and Remittance in any jurisdiction for any reason at which point Sellers and Buyers are once again solely responsible and liable for the collection and/or remittance of any and all Usage Taxes that may apply to services in that jurisdiction.
  13. Prohibited Activities
    1. You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Splitoo Platform. In connection with your use of the Splitoo Platform, you will not and will not assist or enable others to: Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards; use the Splitoo Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Splitoo endorsement, partnership or otherwise misleads others as to your affiliation with Splitoo; copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Splitoo Platform in any way that is inconsistent with Splitoo’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties; use the Splitoo Platform in connection with the distribution of unsolicited commercial messages (“spam”); offer, as a Seller, any service that you do not yourself own or have permission to make available as a service through the Splitoo Platform; unless Splitoo explicitly permits otherwise, subscribe to any Listing if you will not actually be using the Seller Services yourself; contact another Member for any purpose other than asking a question related to a your own subscription, Listing, or the Member’s use of the Splitoo Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval; use the Splitoo Platform to request, make or accept a subscription independent of the Splitoo Platform, to circumvent any Service Fees or for any other reason; request, accept or make any payment for Listing Fees outside of the Splitoo Platform or Splitoo Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Splitoo harmless from any liability for such payment; discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior; use, display, mirror or frame the Splitoo Platform or Collective Content, or any individual element within the Splitoo Platform, Splitoo’s name, any Splitoo trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Splitoo Platform, without Splitoo’s express written consent; dilute, tarnish or otherwise harm the Splitoo brand in any way, including through unauthorized use of Collective Content, registering and/or using Splitoo or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Splitoo domains, trademarks, taglines, promotional campaigns or Collective Content; use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Splitoo Platform for any purpose; avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Splitoo or any of Splitoo’s providers or any other third party to protect the Splitoo Platform; attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Splitoo Platform; take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Splitoo Platform; export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or violate or infringe anyone else’s rights or otherwise cause harm to anyone.
    2. You acknowledge that Splitoo has no obligation to monitor the access to or use of the Splitoo Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Splitoo Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Splitoo in good faith, and to provide Splitoo with such information and take such actions as may be reasonably requested by Splitoo with respect to any investigation undertaken by Splitoo or a representative of Splitoo regarding the use or abuse of the Splitoo Platform.
    3. If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Splitoo by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
  14. Term and Termination, Suspension and other Measures
    1. This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Splitoo terminate the Agreement in accordance with this provision.
    2. You may terminate this Agreement at any time by sending us an email. If you cancel your Splitoo Account as a Seller, any confirmed subscription(s) will be automatically cancelled and your Buyers will receive a full refund. If you cancel your Splitoo Account as a Buyer, any confirmed subscription(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy.
    3. Splitoo may terminate this Agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address.
    4. Splitoo may immediately, without notice, terminate this Agreement and/or stop providing access to the Splitoo Platform if (i) you have materially breached your obligations under these Terms, the Payments Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Splitoo believes in good faith that such action is reasonably necessary to protect the personal safety or property of Splitoo, its Members, or third parties (for example in the case of fraudulent behavior of a Member).
    5. 15.5 In addition, Splitoo may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Splitoo Account registration, Listing process or thereafter, (iv) you and/or your Listings or Seller Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Splitoo otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed subscriptions or failed to respond to subscription requests without a valid reason, or (vii) Splitoo believes in good faith that such action is reasonably necessary to protect the personal safety or property of Splitoo, its Members, or third parties, or to prevent fraud or other illegal activity:
      1. refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content;
      2. cancel any pending or confirmed subscriptions;
      3. limit your access to or use of the Splitoo Platform;
      4. temporarily or permanently revoke any special status associated with your Splitoo Account;
      5. temporarily or in case of severe or repeated offenses permanently suspend your Splitoo Account and stop providing access to the Splitoo Platform.
      6. In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Splitoo and an opportunity to resolve the issue to Splitoo’s reasonable satisfaction.
    6. If we take any of the measures described above (i) we may refund your Buyers in full for any and all confirmed subscriptions that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed subscriptions that were cancelled.
    7. When this Agreement has been terminated, you are not entitled to a restoration of your Splitoo Account or any of your Member Content. If your access to or use of the Splitoo Platform has been limited or your Splitoo Account has been suspended or this Agreement has been terminated by us, you may not register a new Splitoo Account or access and use the Splitoo Platform through an Splitoo Account of another Member. Unless you reside in Germany, if you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
  15. Disclaimers
    1. If you choose to use the Splitoo Platform or Collective Content, you do so voluntarily and at your sole risk. The Splitoo Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
    2. You agree that you have had whatever opportunity you deem necessary to investigate the Splitoo Services, laws, rules, or regulations that may be applicable to your Listings and/or Seller Services you are receiving and that you are not relying upon any statement of law or fact made by Splitoo relating to a Listing.
    3. If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
    4. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
  16. Liability
    1. Unless your Country of Residence is in the EU, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Splitoo Platform and Collective Content, your publishing or subscription of any Listing via the Splitoo Platform, participation in the Group Payment Service, or any other interaction you have with other Members whether in person or online remains with you. Neither Splitoo nor any other party involved in creating, producing, or delivering the Splitoo Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Splitoo Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Splitoo Platform, or (iv) from your publishing or subscription of a Listing, including the provision or use of a Listing’s Seller Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Splitoo has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Sellers pursuant to these Terms or an approved payment request under the Splitoo Seller Guarantee, in no event will Splitoo’s aggregate liability arising out of or in connection with these Terms and your use of the Splitoo Platform including, but not limited to, from your publishing or subscription of any Listings via the Splitoo Platform, or from the use of or inability to use the Splitoo Platform or Collective Content and in connection with any service, Experiences, Event,other Seller Service, the Group Payment Service, or interactions with any other Members, exceed the amounts you have paid or owe for subscriptions via the Splitoo Platform as a Buyer in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Seller, the amounts paid by Splitoo to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Splitoo and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Splitoo’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
    2. If your Country of Residence is in the EU, Splitoo is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. Splitoo is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents. Essential contractual obligations are such duties of Splitoo in whose proper fulfilment you regularly trust and must trust for the proper execution of the contract but the amount shall be limited to the typically occurring foreseeable damage. Any additional liability of Splitoo is excluded.
  17. Indemnification
    1. You agree to release, defend (at Splitoo’s option), indemnify, and hold Splitoo and its affiliates and subsidiaries, including but not limited to, Splitoo Payments, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Splitoo Platform or any Splitoo Services, (iii) your interaction with any Member, use of a service, or other Seller Service, participation in the Group Payment Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) Splitoo’s Collection and Remittance of Usage Taxes, or (v) your breach of any laws, regulations or third party rights.
  18. Dispute Resolution and Arbitration Agreement
    1. This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against Splitoo in the United States (to the extent not in conflict with Section 21).
    2. Overview of Dispute Resolution Process. Splitoo is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 19.1 applies: (1) an informal negotiation directly with Splitoo’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 19 and except as provided in Section 19.6). Specifically, the Consumer Arbitration Rules provide:
      1. Claims can be filed with AAA online (www.adr.org);
      2. Arbitrators must be neutral and no party may unilaterally select an arbitrator;
      3. Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
      4. Parties retain the right to seek relief in small claims court for certain claims, at their option;
      5. The initial filing fee for the consumer is capped at $200;
      6. The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
      7. The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
    3. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Splitoo each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Splitoo’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
    4. Agreement to Arbitrate. You and Splitoo mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Splitoo Platform, the Seller Services, the Group Payment Service, or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Splitoo agree that the arbitrator will decide that issue.
    5. Exceptions to Arbitration Agreement. You and Splitoo each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
    6. Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
    7. Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Splitoo agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in San Francisco County; (c) in any other location to which you and Splitoo both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
    8. Modification of AAA Rules – Attorney’s Fees and Costs. You and Splitoo agree that Splitoo will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Splitoo agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
    9. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
    10. Jury Trial Waiver. You and Splitoo acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
    11. No Class Actions or Representative Proceedings. You and Splitoo acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Splitoo both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
    12. Severability. Except as provided in Section 19.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
    13. Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Splitoo changes this Section 19 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Splitoo’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Splitoo in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
    14. Survival. Except as provided in Section 19.12 and subject to Section 15.8, this Section 19 will survive any termination of these Terms and will continue to apply even if you stop using the Splitoo Platform or terminate your Splitoo Account.
  19. Feedback
    1. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Splitoo Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Splitoo Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
  20. Applicable Law and Jurisdiction
    1. If your Country of Residence is the United States, these Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 19 must be brought in state or federal court in San Francisco, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Francisco, California.
    2. If your Country of Residence is China these Terms will be interpreted in accordance with the laws of China (“China Laws”). Any dispute arising from or in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in Beijing which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration, provided that this section shall not be construed to limit any rights which Splitoo may have to apply to any court of competent jurisdiction for an order requiring you to perform or be prohibited from performing certain acts and other provisional relief permitted under China Laws or any other laws that may apply to you. The arbitration proceedings shall be conducted in English. The arbitral award rendered is final and binding upon both parties.
    3. If your Country of Residence is outside of the United States and China, these Terms will be interpreted in accordance with Irish law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The choice of law does not impact your rights as a consumer according to the consumer protection regulations of your Country of Residence. If you are acting as a consumer, you agree to submit to the non-exclusive jurisdiction of the Irish courts. Judicial proceedings that you are able to bring against us arising from or in connection with these Terms may only be brought in a court located in Ireland or a court with jurisdiction in your place of residence. If Splitoo wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the Irish courts.
  21. General Provisions
    1. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Splitoo and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Splitoo and you in relation to the access to and use of the Splitoo Platform.
    2. No joint venture, partnership, employment, or agency relationship exists between you and Splitoo as a result of this Agreement or your use of the Splitoo Platform.
    3. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
    4. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
    5. Splitoo’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
    6. You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Splitoo’s prior written consent. Splitoo may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
    7. Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Splitoo via email, Splitoo Platform notification, or messaging service (including SMS and WeChat). For notices made to Members residing outside of Germany, the date of receipt will be deemed the date on which Splitoo transmits the notice.

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