Terms of Service

1.Introduction and acceptance

DealSplash LLC ("DealSplash," "we," "us," or "our") is a Tennessee limited liability company with a mailing address at 116 Agnes Rd Ste 200, Knoxville, TN 37919. These Terms of Service ("Terms") govern your access to and use of DealSplash's websites, marketplace platform, merchant dashboard, deal editor, embed services, and related offerings (the "Services").

The Services operate a marketplace where independent businesses ("Merchants") list promotional offers ("Deals") that customers ("Customers") can purchase and later redeem with the Merchant. DealSplash facilitates the marketplace and processes payments; we are not the provider of the goods or services in any Deal.

You accept these Terms when you create a DealSplash account, purchase a Deal, embed DealSplash content, or otherwise access or use the Services. If you are accepting these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to both you personally and the entity.

These Terms incorporate by reference our Privacy Policy, available at https://dealsplash.io/privacy. Together, the Terms and the Privacy Policy form the full agreement between you and DealSplash with respect to the Services.

The effective date of these Terms is the "Last updated" date shown at the top of this page. We may update these Terms from time to time; see Section 20 for how changes take effect.

2.Who can use the Services

Age. You must be at least 18 years old to purchase a Deal or register as a Merchant. You must be at least 13 years old to browse the Services. If you are under the age required for a particular activity, you may not perform that activity on the Services.

Legal capacity. You must be legally able to enter into a binding contract under the laws of your jurisdiction. If you are accepting these Terms on behalf of a business, you represent that the business is validly formed, in good standing, and able to enter into contracts.

Sanctions and restricted regions. You may not use the Services if you are located in, ordinarily resident in, or a national of any country subject to comprehensive US sanctions, or if you are listed on any US Government denied-party list (including the Specially Designated Nationals and Blocked Persons list maintained by the US Treasury Office of Foreign Assets Control). You also may not use the Services in any jurisdiction where doing so would violate local law.

Account registration and security. When you create an account, you must provide accurate, current, and complete information and keep it up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. Use a strong, unique password. If you believe your account has been accessed without your authorization, notify us promptly at legal@dealsplash.io.

One person per account. Each individual may register only one Customer account. Merchants may operate one Merchant account per business; separate businesses (including parents and subsidiaries) require separate Merchant accounts.

3.How the marketplace works

DealSplash operates an online marketplace that connects Merchants with Customers. Merchants create listings describing a product, service, or experience they are offering at a discounted or promotional price. Customers pay DealSplash for a redemption code, and the Merchant honors that code by providing the underlying goods or services at the stated terms.

DealSplash is not the Merchant. We are not the seller, provider, manufacturer, or warrantor of any good or service offered through a Deal. We do not inspect, verify, endorse, or guarantee the quality, legality, safety, or accuracy of any Deal or Merchant. Each Merchant is an independent business solely responsible for the Deal it lists, its performance, and its compliance with law.

DealSplash facilitates the transaction. We provide the marketplace technology, the checkout flow, payment processing via Stripe, redemption code issuance and verification, and optional tools such as CRM integrations, AI-assisted deal authoring, and embeddable content. We charge a platform fee for these services as described in Section 6.

Your relationship with the Merchant. When you purchase a Deal as a Customer, you are entering into a direct commercial relationship with the Merchant for the goods or services described in the Deal. Your redemption, refund beyond our baseline guarantee (Section 8), and any dispute about the Deal's performance is, in the first instance, between you and the Merchant. DealSplash's role is to facilitate, not to substitute for, that relationship.

4.Merchant obligations

This section applies if you use the Services as a Merchant. In addition to the general obligations in these Terms, Merchants agree to the following.

4.1 Truthful, complete, and non-misleading listings

You represent and warrant that every Deal you list is truthful, complete, and not misleading or deceptive. The price shown, the discount advertised, the terms and conditions, the redemption mechanics, the availability window, and any images or descriptions must accurately reflect what a Customer will receive. You will not list "bait" deals, misrepresent value, falsely advertise savings, or misrepresent your business, its goods, or its services.

4.2 Content ownership and licensing representations

You represent and warrant that for every piece of content you submit to the Services — including Deal copy, images, photographs, logos, trademarks, videos, brand descriptions, and any other material — you either own the content outright or hold all rights, licenses, permissions, and consents necessary to submit it to DealSplash and to grant DealSplash the license described in Section 11. Your submission of third-party material (including celebrity names or likenesses, copyrighted photographs, or trademarks of goods you resell) without appropriate permission is a material breach of these Terms.

4.3 AI-generated content

DealSplash offers AI-assisted tools for drafting Deal copy, promotional headlines, and related content. When you use these tools, the content they produce is treated as content you have submitted: you are responsible for reviewing it for accuracy, legality, and non-infringement before publishing. DealSplash does not warrant the accuracy, originality, or non-infringement of AI-generated output, and you remain responsible for any claim arising out of content you publish, regardless of whether it was drafted by you, by an AI tool, or by any third party on your behalf. DealSplash does not indemnify you against intellectual-property or other claims arising from AI-generated content.

4.4 Honoring redemption codes

You will honor every valid, unexpired redemption code issued for your Deal, at the terms and conditions stated in your Deal listing and as modified by Section 7 (Vouchers and redemption). In particular, after a Deal's stated expiration date, you will accept a redemption code for its "Paid Value" (the amount the Customer paid, net of the promotional portion) toward any goods or services you offer, as required under Section 7 and applicable state law.

4.5 Business licensing and regulatory compliance

You represent and warrant that you hold, and will continue to hold for the duration of the Deal and any redemption period, every license, permit, registration, and regulatory authorization required to offer and provide the goods or services described in your Deal. This includes, without limitation, food-service permits, alcohol licenses, professional service licenses (medical, cosmetic, legal, financial, educational), occupancy permits, and any industry-specific compliance regime applicable to your business. You will comply with all applicable laws and regulations in providing the goods or services to Customers.

4.6 Tax responsibility

You are solely responsible for determining, collecting, and remitting all sales, use, VAT, occupancy, excise, and other taxes applicable to the underlying goods or services you provide to Customers. DealSplash does not today act as a marketplace facilitator for tax purposes. Where a state or other jurisdiction requires DealSplash to collect and remit tax on Merchant sales as a marketplace facilitator or under similar law, DealSplash may do so and will notify you of any resulting change to your payout; see Section 6.

4.7 Stripe Connect and KYC

Payment processing for your Deals occurs through Stripe, Inc. via Stripe Connect. To accept payments for Deals, you must onboard a Stripe connected account linked to DealSplash, which requires completing Stripe's identity verification (KYC) and agreeing to the Stripe Connected Account Agreement directly with Stripe. Your ability to accept charges and receive payouts is governed by Stripe's evaluation of your account, including Stripe's assessment of identity, risk, and compliance. If Stripe suspends, restricts, or terminates your ability to accept charges or receive payouts, DealSplash may correspondingly suspend or limit your Merchant account on the Services; DealSplash is not liable for Stripe's independent decisions.

4.8 Merchant self-embed

You may embed your own active Deals on websites, social-media profiles, landing pages, or similar properties you own and control, using the embed codes and tools DealSplash makes available. You will preserve the DealSplash attribution included in the embed, will not modify the embed in a way that obscures branding or links, and will not use the embed to imply an endorsement or relationship that does not exist. Embedded Deals stop serving when the Deal is trashed, expires, or is otherwise removed from the Services. DealSplash reserves the right to change, throttle, or discontinue the embed endpoint at any time. Third parties who wish to embed or redistribute DealSplash content from Deals they do not themselves list are governed by a separate Publisher Agreement, which can be requested at partnerships@dealsplash.io.

4.9 Cooperation with DealSplash

You will respond promptly to reasonable requests from DealSplash relating to your Merchant account, your Deals, or Customer issues. You will keep your contact information current, will respond to redemption disputes within a reasonable time, and will cooperate with DealSplash in resolving chargebacks, refund requests, and Customer complaints. DealSplash may rely on your cooperation in administering the DealSplash Promise refund baseline (Section 8); unreasonable failure to cooperate may itself be grounds for suspension or termination.

5.Customer obligations

This section applies if you use the Services as a Customer. In addition to the general obligations in these Terms, Customers agree to the following.

Accurate information at checkout. You will provide accurate, current, and complete information during purchase, including your name, email address, and any contact or shipping information the Deal requires.

Single-use redemption codes. Each redemption code is valid for one redemption unless the Deal terms explicitly state otherwise. You may not reuse or attempt to reuse a code after it has been redeemed.

No resale. You may not resell, transfer for consideration, auction, or commercially redistribute redemption codes. Gifting a code to another individual is permitted; commercial resale is not.

No fraudulent chargebacks. You will not initiate a chargeback or payment dispute that you know to be false or that mischaracterizes the transaction. If you believe you are entitled to a refund, follow the process in Section 8 first. Fraudulent chargebacks are a breach of these Terms and may result in suspension of your account and recovery of amounts owed.

Follow the Merchant's redemption terms. You will follow the redemption instructions, time windows, reservation requirements, and other terms set out in the Deal listing. If a Deal requires an appointment, a minimum party size, or advance notice, you must meet those requirements.

Reasonable use. You will not use the Services to defraud, harass, or harm Merchants, other Customers, or DealSplash. You will not attempt to obtain services beyond those described in the Deal you purchased.

6.Payments, fees, and payouts

6.1 Payment processing

Payments for Deals are processed by Stripe, Inc. ("Stripe"). You authorize DealSplash, through Stripe, to charge your payment method for the total amount due (including applicable taxes where we collect them). Stripe's own terms and privacy policy apply to Stripe's handling of your payment information; DealSplash does not store full payment-card data.

DealSplash uses Stripe's destination-charge model. Funds from a Customer purchase are processed by DealSplash as the merchant of record and routed to the Merchant's Stripe connected account, net of the platform fee described below. DealSplash remains liable on its own Stripe balance for refunds, reversals, and chargebacks; see Section 8 for how that liability is allocated between DealSplash and the Merchant.

6.2 Platform fee

DealSplash charges Merchants a platform fee, currently [X%] of the gross amount paid by a Customer for a Deal (the "Platform Fee"). The Platform Fee is deducted at the time of payout. DealSplash may change the Platform Fee, introduce additional fees, or modify the fee structure at any time on at least 7 days' notice to Merchants (by email to account holders or site notice, at DealSplash's option). Continued use of the Services by a Merchant after the effective date of a fee change constitutes acceptance of the change.

6.3 Payouts

Subject to Section 6.4 (reserves) and Section 8 (set-off against refunds and chargebacks), DealSplash will initiate payouts of a Merchant's share to the Merchant's Stripe connected account in accordance with Stripe's standard payout schedule. Stripe, not DealSplash, determines the timing of funds availability in the Merchant's bank account. DealSplash is not liable for delays, holds, or other actions taken by Stripe with respect to payouts.

6.4 Payout reserve and holdback

Where DealSplash reasonably determines that a Merchant's account presents elevated risk — including, without limitation, elevated chargeback or dispute rates, high-ticket or time-sensitive Deals, newly onboarded Merchants, Deals in higher-risk categories, an open legal or regulatory matter, or an unresolved dispute — DealSplash may hold back up to 10% of the Merchant's pending payouts for up to 90 days as a reserve against potential refunds, chargebacks, disputes, and related costs. DealSplash may release the reserve earlier in its discretion. The reserve is not a penalty or a fee; it is a buffer held against the obligations described in Section 8.

6.5 Set-off

DealSplash may set off any amount owed by a Merchant to DealSplash — including refunds processed under the DealSplash Promise, chargebacks, reversals, reserve shortfalls, penalties imposed by card networks or Stripe, and unpaid Platform Fees — against current or future payouts owed to the Merchant. If payouts are insufficient to cover the Merchant's obligations, the Merchant remains liable for the balance, and DealSplash may invoice the Merchant directly and pursue collection.

6.6 Tax collection by DealSplash

Where applicable law requires DealSplash to collect and remit sales, use, VAT, or similar tax as a marketplace facilitator or on another basis, DealSplash will do so and will notify affected Merchants of any change to payout amounts resulting from that collection. Until such an obligation attaches to DealSplash, Merchants are solely responsible for collecting and remitting all applicable taxes as described in Section 4.6.

6.7 Stripe Connected Account Agreement

Merchants must agree to the Stripe Connected Account Agreement directly with Stripe, independent of these Terms. That agreement governs the Merchant's relationship with Stripe, Stripe's fees, Stripe's risk and compliance controls, and Stripe's own payout and chargeback procedures. These Terms do not modify or supersede the Stripe Connected Account Agreement; in the event of a conflict over matters within Stripe's control (identity verification, underlying payment-processing terms, and similar), the Stripe Connected Account Agreement governs between the Merchant and Stripe.

7.Vouchers and redemption

7.1 Two-tier structure

Every Deal purchased through DealSplash has two components:

• Paid Value — the amount you actually paid to DealSplash (net of any discount).
• Promotional Value — the additional discount you receive when redeeming the code at the Deal's advertised promotional price (the difference between the stated face value and the Paid Value).

The Promotional Value expires on the Deal's stated expiration date. After that date, you may no longer redeem the code at the original promotional price.

The Paid Value does not expire. After the Deal's expiration date, your code remains redeemable for the Paid Value amount toward any goods or services of equal or greater price offered by the Merchant, for as long as the Merchant operates its business or for the period required by applicable state law, whichever is longer. You are responsible for paying any price difference above the Paid Value at redemption.

7.2 State gift-certificate laws

Some US states impose additional protections on prepaid promotional vouchers, including limits on expiration dates and obligations to redeem for cash under specified conditions. Nothing in these Terms waives any right granted to you under applicable state law. Where state law requires a Merchant or DealSplash to honor a code beyond the terms stated above, the Merchant or DealSplash (as applicable) will honor it to the extent required.

7.3 Redemption mechanics

Codes are redeemed either by presentation of the QR code or redemption code to the Merchant at point of service, or by use of the staff redemption link DealSplash provides to the Merchant. A code is marked redeemed once either the QR verification flow or the staff link confirms redemption. Subsequent attempts to redeem a code already marked redeemed will be rejected.

7.4 One-time redemption; no cash-out

Each code is valid for a single redemption unless the Deal listing explicitly states that it is multi-use. Codes are not redeemable for cash, except to the extent applicable state law requires cash redemption of unused balances.

7.5 Lost or shared codes

You are responsible for safeguarding your redemption code. DealSplash is not responsible for a code that is lost, shared, or used by someone other than the purchaser, provided the redemption otherwise conforms to these Terms.

8.Refunds, disputes, and the DealSplash Promise

8.1 The DealSplash Promise

Regardless of a Merchant's individual refund policy, DealSplash guarantees a full refund of the Paid Value in the following situations:

1. Merchant refusal. The Merchant refuses to honor a valid, unexpired redemption code at the terms stated in the Deal.
2. Deal removed by DealSplash. DealSplash removes the Deal before you have redeemed it (for example, because of a policy violation, takedown, or Merchant suspension).
3. 7-day pre-redemption window. You request a refund within 7 days of purchase and the code has not yet been redeemed.
4. Law-required refunds. Any refund required by applicable consumer-protection law.

To invoke the DealSplash Promise, email support@dealsplash.io with your order details. DealSplash will investigate, coordinate with the Merchant where appropriate, and process the refund via the original payment method.

8.2 Other refunds

Beyond the DealSplash Promise, refund requests are at the Merchant's discretion, subject to the Deal's stated refund policy and applicable law. Contact the Merchant directly for refund requests outside the DealSplash Promise. DealSplash may facilitate processing an authorized Merchant refund but does not guarantee it.

8.3 How we recover refunds

When DealSplash issues a refund under the DealSplash Promise or otherwise at the Merchant's authorization, the refunded gross amount is absorbed from DealSplash's Stripe balance in the first instance (owing to the destination-charge structure described in Section 6). DealSplash then recovers the gross amount from the Merchant by set-off against current or future payouts (Section 6.5). If payouts are insufficient, the Merchant remains liable for the balance.

8.4 Chargebacks

A "chargeback" is a reversal initiated by your card issuer after you dispute a charge with your bank or card network. Chargebacks are governed by your card network's rules; DealSplash and Stripe respond to chargebacks through the processes those networks require. If a chargeback is determined to be fraudulent or without basis, DealSplash may recover the chargeback amount plus any assessed network fees from you, suspend or terminate your account, and pursue collection. If a chargeback concerns a Merchant's performance (rather than the payment transaction itself), DealSplash may recover the chargeback amount from the Merchant by set-off.

8.5 Dispute resolution

Refund disputes that cannot be resolved between you and the Merchant or between you and DealSplash are subject to the dispute-resolution framework in Section 18 (arbitration and class waiver).

9.Third-party services

The Services rely on third-party providers for payment processing, email, CRM integration, error monitoring, hosting, and other operational functions. A full list of these providers, and their roles, is described in our Privacy Policy, Section 4.

Stripe. All payment processing, identity verification for Merchant onboarding, and connected-account funds flow is provided by Stripe. Merchants must agree directly with Stripe to the Stripe Services Agreement and the Stripe Connected Account Agreement. These Stripe agreements govern the Merchant's relationship with Stripe and, to the extent they address matters within Stripe's exclusive control, prevail over these Terms in the Merchant's relationship with Stripe.

HighLevel (GoHighLevel). When a Merchant connects a HighLevel account to DealSplash, purchase and customer data are synced into the Merchant's HighLevel location as described in the Privacy Policy. Use of HighLevel is governed by HighLevel's own terms of service, and any issue arising from HighLevel's operation is between the Merchant and HighLevel.

Other third-party services. Resend (email delivery), Sentry (error monitoring), Vercel (hosting and analytics), Neon (database), Cloudflare (storage and DNS), Cloudinary (media delivery), and Google Maps Platform (map rendering) provide infrastructure used by the Services. DealSplash is not responsible for third-party service outages, decisions made by third-party providers about their own users, or the content of third-party terms or privacy policies, except to the extent DealSplash is the data controller or is otherwise directly responsible under applicable law.

10.Acceptable use

You will not, and will not encourage, aid, or authorize anyone else to, use the Services to:

• Commit fraud, misrepresent yourself or your business, or deceive Customers, Merchants, or DealSplash.
• Infringe any copyright, trademark, trade-secret, patent, right of publicity, or other intellectual-property right.
• List, sell, or offer goods or services that are illegal under applicable federal, state, or local law, or that violate DealSplash's category restrictions (including firearms, illegal drugs, counterfeit goods, stolen goods, goods that require a license the Merchant does not hold, and goods subject to export or sanctions restrictions).
• Publish misleading, deceptive, or bait-and-switch listings, or listings for goods or services the Merchant does not actually intend to provide.
• Harvest, scrape, or collect data from the Services beyond what robots.txt permits, or use automated means to access the Services in a way that disproportionately burdens our infrastructure.
• Attempt to circumvent rate limits, CAPTCHAs, access controls, authentication, or other technical measures.
• Reverse-engineer, decompile, or disassemble any portion of the Services, or attempt to derive source code from any binary or compiled component, except to the extent applicable law expressly permits despite this prohibition.
• Introduce any malware, worm, virus, or other malicious code into the Services, or attempt to exploit any vulnerability in the Services.
• Interfere with other users' use of the Services, or with the normal operation of the Services.
• Use the Services to harass, threaten, or otherwise harm another user.
• Use the Services to send spam, unsolicited commercial communications, or messages in violation of CAN-SPAM, TCPA, CASL, GDPR ePrivacy, or similar laws.

Violation of this Section 10 is grounds for immediate suspension or termination under Section 14, in addition to any other remedies available to DealSplash.

11.Your content; license to DealSplash

11.1 Ownership

You retain ownership of the content you submit to the Services, including Deal copy, images, logos, business information, and customer communications ("Your Content").

11.2 License to DealSplash

You grant DealSplash a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to host, store, cache, reproduce, publicly display, publicly perform, distribute, transmit, modify (for formatting, resizing, compression, accessibility, and moderation), and create derivative works of Your Content, in any media now known or later developed, for the following purposes:

• Operating, maintaining, providing, and improving the Services, including issuing and displaying your Deal through DealSplash's marketplace, embeds, preview endpoints, and social-sharing metadata;
• Marketing, promotion, and case studies of the Services, including featuring your Deal or business in DealSplash's own marketing materials, publisher communications, and partner distribution channels;
• Syndication to authorized publisher and embed partners under separate agreements;
• De-identification and aggregation for any business purpose.

The license survives termination of your account for a reasonable backup-retention period and for as long as a copy of Your Content remains in historical archives, published partner channels, or public caches.

11.3 Rights-of-publicity warranty

If Your Content includes an image, likeness, or name of an identifiable individual (including employees, customers, or models), you represent and warrant that you have obtained every release, consent, or authorization required to submit that content to DealSplash and to grant DealSplash the license in Section 11.2.

11.4 Takedown requests

DealSplash may remove, modify, or restrict access to Your Content at any time if DealSplash determines in good faith that doing so is necessary to comply with law, a valid takedown notice (including under the DMCA — see Section 13), a third-party claim, or DealSplash's own policies. DealSplash will make reasonable efforts to notify you of a removal and, where appropriate, give you an opportunity to respond before removal, but is not required to do so in urgent or legally compelled circumstances.

12.DealSplash intellectual property

The Services, including the DealSplash name and logo, the "dealsplash" word mark, the product look-and-feel, the software, the content we author ourselves, our APIs, and all related intellectual property, are owned by DealSplash or licensed to DealSplash. Subject to your compliance with these Terms, DealSplash grants you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose — browsing, buying Deals, listing Deals (for Merchants), and embedding your own Deals (for Merchants).

Except for that limited license, no rights in the Services are granted to you. In particular, you may not:

• Use the DealSplash name, logo, or any confusingly similar mark without our prior written permission.
• Scrape, crawl, harvest, or otherwise extract data from the Services beyond what robots.txt permits, or reuse such data to build a competing product.
• Use the Services, or any output from the Services, to train machine-learning models, large language models, embedding models, or other AI systems, except with our prior written permission.
• Frame, mirror, or wrap the Services in a way that obscures DealSplash branding or misleads users about the source of the Services.
• Modify, adapt, translate, create derivative works of, or otherwise exploit the Services for commercial purposes, except as expressly permitted here.

All rights not expressly granted are reserved.

13.DMCA safe harbor and takedown procedure

DealSplash respects the intellectual-property rights of others and complies with the Digital Millennium Copyright Act (17 U.S.C. §512). If you believe content on the Services infringes your copyright, you may submit a takedown notice to our Designated Agent.

13.1 Designated Agent

Send DMCA notices to:

DMCA Agent, DealSplash LLC 116 Agnes Rd Ste 200 Knoxville, TN 37919 Email: legal@dealsplash.io Phone: [+1 (XXX) XXX-XXXX — DMCA registration pending]

13.2 Notice requirements

Your takedown notice must include all of the following elements required by §512(c)(3)(A):

1. A physical or electronic signature of the person authorized to act on behalf of the owner of the copyrighted work.
2. Identification of the copyrighted work claimed to have been infringed (or a representative list, if multiple works at a single site are covered).
3. Identification of the material claimed to be infringing, with sufficient specificity (URL is ideal) for DealSplash to locate it.
4. Your contact information (name, address, telephone, email).
5. A statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law.
6. A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

Knowingly sending a materially false takedown notice may subject you to liability under §512(f).

13.3 Counter-notice

If your content was removed following a takedown notice and you believe it was wrongly removed, you may submit a counter-notice to the Designated Agent containing all of the elements required by §512(g)(3):

1. Your physical or electronic signature.
2. Identification of the material that was removed and the location at which it appeared before removal.
3. A statement, under penalty of perjury, that you have a good-faith belief the material was removed as a result of mistake or misidentification.
4. Your name, address, telephone, and email; a statement that you consent to the jurisdiction of the federal district court for the Eastern District of Tennessee (or, if outside the United States, any judicial district in which DealSplash may be found); and a statement that you will accept service of process from the party who submitted the original notice or its agent.

If DealSplash receives a proper counter-notice, DealSplash will forward it to the original claimant; absent a court order or similar relief within 10 to 14 business days, DealSplash may restore the removed content.

13.4 Repeat infringer policy

DealSplash maintains a policy of terminating, in appropriate circumstances, the accounts of Merchants or Customers who are repeat infringers of the intellectual-property rights of others.

14.Suspension and termination

14.1 By DealSplash — for cause

DealSplash may immediately suspend or terminate your access to the Services, in whole or in part, if DealSplash determines in good faith that you have (a) breached these Terms, (b) engaged in fraud, misrepresentation, or other unlawful conduct, (c) created material risk for DealSplash, Stripe, another user, or the card networks, or (d) otherwise made continued access inconsistent with DealSplash's operation of the Services. DealSplash will notify you of the suspension or termination where practicable, but urgent circumstances may require action without prior notice.

14.2 By DealSplash — for convenience

DealSplash may suspend or terminate your access to the Services for convenience (without cause) on at least 7 days' notice by email or site notice.

14.3 By you

You may terminate your Customer or Merchant account at any time by using the account-deletion control in your account settings or by emailing legal@dealsplash.io. Account deletion is subject to the retention rules described in the Privacy Policy (Section 9). Termination does not relieve you of any obligation that accrued before termination, including any outstanding refund, chargeback, or Platform Fee obligation.

14.4 Effect of termination

On termination:

• Pending Customer purchases will be honored, refunded, or otherwise resolved under the DealSplash Promise (Section 8) to the extent practicable given the reason for termination.
• Pending Merchant payouts may be held by DealSplash pending resolution of any open disputes, refund obligations, or chargebacks; DealSplash may set off amounts owed by the Merchant against the held balance per Section 6.5.
• Redemption codes already issued remain valid to the extent the issuing Merchant continues to operate, and in any case the Merchant remains obligated to honor the Paid Value (Section 7) to the extent required by applicable law.

14.5 Survival

The following sections survive termination: Section 6.5 (set-off), Section 8.3 (refund recovery), Section 10 (acceptable use — for content that persists), Section 11.2 (license to Your Content for backup + historical archives + published partner channels), Section 12 (DealSplash IP), Section 13 (DMCA — for notices still pending), Section 15 (warranties), Section 16 (liability cap), Section 17 (indemnification), Section 18 (arbitration), Section 19 (governing law), and Section 21 (general provisions).

15.Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEALSPLASH DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED AVAILABILITY, ACCURACY, AND QUIET ENJOYMENT.

DEALSPLASH DOES NOT WARRANT THAT (A) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (B) DEFECTS WILL BE CORRECTED; (C) THE SERVICES OR ANY SERVERS THROUGH WHICH THEY ARE DELIVERED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) ANY MERCHANT WILL HONOR A REDEMPTION CODE, DELIVER GOODS OR SERVICES AS DESCRIBED, OR OPERATE ITS BUSINESS.

DEALSPLASH IS NOT THE PROVIDER OF THE UNDERLYING GOODS OR SERVICES OFFERED BY ANY MERCHANT AND MAKES NO REPRESENTATION OR WARRANTY AS TO THE QUALITY, SAFETY, LEGALITY, OR SUITABILITY OF ANY DEAL OR MERCHANT.

AI-ASSISTED OUTPUT (SEE SECTION 4.3) IS PROVIDED "AS IS," MAY CONTAIN INACCURACIES, AND MAY PRODUCE SIMILAR RESULTS FOR DIFFERENT USERS; DEALSPLASH DOES NOT WARRANT ITS ACCURACY, ORIGINALITY, OR NON-INFRINGEMENT.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you; in that case, the excluded warranties are limited to the minimum extent permitted by applicable law.

16.Limitation of liability

16.1 Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEALSPLASH'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES IS LIMITED TO THE GREATER OF (A) ONE HUNDRED US DOLLARS (US$100) OR (B) THE TOTAL AMOUNT OF FEES PAID BY YOU TO DEALSPLASH IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This cap applies per claimant and in the aggregate across all claims from that claimant, regardless of the form of action (contract, tort, strict liability, statutory, or otherwise) and regardless of whether DealSplash was advised of the possibility of the damages.

16.2 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEALSPLASH IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR LOST GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

16.3 Carve-outs

The limitations in Sections 16.1 and 16.2 do not apply to (a) either party's indemnification obligations under Section 17; (b) DealSplash's breach of its confidentiality obligations with respect to your personal information as described in the Privacy Policy; (c) either party's gross negligence or willful misconduct; (d) either party's infringement of the other's intellectual-property rights; (e) either party's fraud; or (f) any liability that cannot be limited or excluded under applicable law (including, where applicable, liability for personal injury caused by a party's negligence).

16.4 Basis of the bargain

The parties agree that the liability limitations in this Section 16 are an essential element of the bargain between them, reflect an allocation of risk that is reasonable in light of the consideration paid for the Services, and will apply even if a stated remedy fails of its essential purpose.

17.Indemnification

17.1 Indemnification by Merchants

If you use the Services as a Merchant, you will defend, indemnify, and hold harmless DealSplash and its officers, directors, employees, agents, and affiliates (each an "Indemnified Party") from and against any claim, demand, suit, proceeding, loss, liability, damage, judgment, settlement, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:

• Your Content or your Deals, including allegations of infringement, defamation, false advertising, deceptive trade practices, or breach of warranty;
• Your provision, delivery, or performance (or failure to perform) of the goods or services offered in your Deals, including product-liability claims, service-quality claims, and injuries sustained by Customers on premises you operate or control;
• Your failure to hold a required license, permit, or regulatory authorization;
• Your violation of any tax law, labor or employment law, or employment-related claim by any of your employees or contractors;
• Your breach of these Terms, including breach of any representation or warranty in Section 4;
• Your fraud, negligence, or willful misconduct;
• Any dispute between you and a Customer not resolved under Section 8.

17.2 Indemnification by Customers

If you use the Services as a Customer, you will defend, indemnify, and hold harmless each Indemnified Party from and against any claim, demand, suit, proceeding, loss, liability, damage, judgment, settlement, cost, or expense arising out of or relating to:

• Your misuse of the Services;
• A chargeback you initiated in bad faith or without basis;
• Your resale or commercial redistribution of a redemption code in violation of Section 5;
• Your breach of these Terms;
• Your fraud, negligence, or willful misconduct.

17.3 Indemnification by DealSplash

DealSplash will defend, indemnify, and hold harmless you from and against any third-party claim alleging that your use of the Services, in strict compliance with these Terms, infringes a third party's US patent, copyright, or trademark. DealSplash's indemnification obligation does not apply to claims arising out of (a) Your Content or AI-assisted output you published; (b) your combination of the Services with any third-party product, service, or content not provided by DealSplash; (c) your modification of the Services; or (d) your use of the Services in violation of these Terms.

17.4 Procedure

The party seeking indemnification must (a) promptly notify the indemnifying party in writing of the claim, (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle in a way that imposes liability or admits fault on the indemnified party without the indemnified party's written consent, not to be unreasonably withheld), and (c) reasonably cooperate in the defense at the indemnifying party's expense.

18.Dispute resolution: arbitration and class waiver

Please read this section carefully. It affects how disputes between you and DealSplash are resolved and limits the ways you can seek relief.

18.1 Scope

You and DealSplash agree that any claim, dispute, or controversy arising out of or relating to these Terms, the Services, your use of the Services, or our relationship (a "Dispute") will be resolved by final and binding individual arbitration, except as expressly provided in Section 18.5 (carve-outs).

18.2 Arbitration rules and provider

• Consumer Disputes (where you are a Customer) will be administered by the American Arbitration Association ("AAA") under the AAA Consumer Arbitration Rules in effect at the time arbitration is commenced.
• Commercial Disputes (where you are a Merchant) will be administered by the AAA under the AAA Commercial Arbitration Rules in effect at the time arbitration is commenced.
• In either case, either party may instead elect JAMS under the corresponding JAMS rules, on written notice to the other party at the commencement of arbitration.

The arbitration will be conducted by a single arbitrator, before whom the parties may appear by telephone or videoconference or in person. The seat of arbitration is Knox County, Tennessee.

18.3 Class action and representative action waiver

YOU AND DEALSPLASH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR OTHER REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person's claims, may not preside over any form of a representative or class proceeding, and may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

If the class-action waiver in this Section 18.3 is found unenforceable as to any particular claim or remedy, then that particular claim or remedy (and only that claim or remedy) will be severed from the arbitration and brought in the courts identified in Section 19; the remainder of this Section 18 will remain in full force. If, instead, the individual-arbitration requirement in this Section 18 is found unenforceable, then this entire Section 18 is null as to the affected dispute, and the parties' rights are governed by Section 19 alone.

18.4 Mass arbitration

If 25 or more similar Disputes are initiated against DealSplash within a 60-day period by a coordinated group of claimants, the claims will proceed in batches of 10, and the first batch will be designated "bellwether" arbitrations. The results of the bellwether batch are not binding on the remaining batches; however, the parties will use the bellwether results as an information base for negotiating the remaining claims. If negotiation does not resolve the remaining claims within 60 days after the bellwether results issue, the remaining batches will proceed serially in the ordinary course.

18.5 Carve-outs

The following Disputes are not subject to this Section 18:

• Either party may bring a claim in a small-claims court of competent jurisdiction, provided the claim remains in small-claims court and is not removed or appealed to a court of general jurisdiction.
• Either party may bring a claim seeking injunctive, declaratory, or other equitable relief to protect its intellectual-property, trade-secret, or confidentiality rights in a court of competent jurisdiction in Knox County, Tennessee.
• Claims that cannot be compelled to arbitration under applicable law.

18.6 Fees

DealSplash will pay any AAA filing, administrative, or arbitrator fees above the amount a party would have paid to file the claim in state court (for Consumer Disputes) or above the standard AAA Commercial Rules filing fee (for Commercial Disputes). Each party bears its own attorneys' fees except as otherwise provided by applicable law. There is no "loser-pays" rule in this Section 18.

18.7 Opt-out

You may opt out of the arbitration agreement and class-action waiver in this Section 18 by sending written notice to legal@dealsplash.io with the subject line Arbitration Opt-Out within thirty (30) days of the date you first accepted these Terms. Your notice must include your name, the email address associated with your account (if any), the date you first accepted these Terms, and a statement that you opt out of this Section 18. If you timely opt out, this Section 18 does not apply to you, and Disputes between you and DealSplash are governed by Section 19 alone; all other provisions of these Terms continue to apply.

19.Governing law and venue

These Terms, and any Dispute between you and DealSplash, are governed by the laws of the State of Tennessee, without regard to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

For any Dispute not subject to arbitration under Section 18 (whether due to the carve-outs in Section 18.5, a timely opt-out under Section 18.7, or an unenforceability finding under Section 18.3), the exclusive venue is the state and federal courts sitting in Knox County, Tennessee. Each party consents to the personal jurisdiction of those courts and waives any objection to venue or forum non conveniens.

Nothing in this Section 19 or these Terms waives any right granted to you under a mandatory consumer-protection statute of your state of residence that cannot be waived by contract. Where a mandatory consumer-protection statute of your state conflicts with a provision of these Terms, that statute applies to you only to the minimum extent its mandatory application requires; the remainder of these Terms continues in full force.

20.Modifications to these Terms

DealSplash may modify these Terms from time to time. For modifications that materially change the Terms in a way that adversely affects your rights or obligations, DealSplash will provide at least fourteen (14) days' notice before the effective date, by email to account holders or by prominent notice on the Services (or both). For minor modifications — clarifications, typographical corrections, or non-material updates — DealSplash will record the change in the changelog at the bottom of these Terms without separate notice.

Your continued use of the Services after the effective date of a modification constitutes your acceptance of the modified Terms. If you do not agree to a modification, you must stop using the Services and may terminate your account under Section 14.3 before the effective date.

The changelog at the bottom of this page summarizes all modifications, including the date of each.

21.General provisions

Entire agreement. These Terms, together with the Privacy Policy and any other document expressly incorporated by reference, are the entire agreement between you and DealSplash with respect to the Services and supersede all prior or contemporaneous communications, whether oral or written.

Severability. If any provision of these Terms is found unenforceable by a court of competent jurisdiction or an arbitrator, that provision will be enforced to the maximum extent permitted and the remainder of these Terms will remain in full force and effect.

No waiver. DealSplash's failure to enforce any provision of these Terms is not a waiver of that provision or any other. A waiver is effective only if in writing and signed by an authorized DealSplash representative.

Assignment. You may not assign, transfer, or delegate these Terms or any rights or obligations under them, in whole or in part, without DealSplash's prior written consent; any attempted assignment without consent is void. DealSplash may assign these Terms, in whole or in part, to any affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without your consent and without notice.

Electronic records and signatures. You consent to receive communications, notices, and agreements from DealSplash in electronic form, and you agree that electronic signatures (including click-to-accept and similar mechanisms) have the same legal effect as handwritten signatures.

Notices. DealSplash may provide notice to you by email (to the address associated with your account), by posting on the Services, or by any other method DealSplash reasonably determines is appropriate. You may provide notice to DealSplash by email to legal@dealsplash.io or by first-class mail to the address in Section 22.

Force majeure. DealSplash is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of war, civil unrest, natural disaster, pandemic, labor action, internet or infrastructure outage, cyberattack, or action or inaction of a third-party service provider.

Relationship. You and DealSplash are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship between you and DealSplash.

Export compliance. You represent that you are not located in, and you will not use the Services in or to transfer data to, any country subject to comprehensive US sanctions, and that you are not listed on any US Government denied-party list.

Third-party beneficiaries. Except for DealSplash's officers, directors, employees, agents, and affiliates as beneficiaries of Section 17 (Indemnification), these Terms do not create any third-party-beneficiary rights.

22.Contact us

General legal contact: legal@dealsplash.io

Mailing address: DealSplash LLC 116 Agnes Rd Ste 200 Knoxville, TN 37919

DMCA notices: see Section 13 for the Designated Agent contact block.

Arbitration opt-out: email legal@dealsplash.io with subject Arbitration Opt-Out (see Section 18.7).