Splash Office Company Terms

Parties, formation and effective date

These Company Terms govern the business software relationship between Splash Office LLC, referred to as Splash, and the company identified in the Company Agreement, referred to as Company. The agreement includes these identified Terms, the incorporated Data Processing Addendum, applicable schedules and any separately agreed commercial order. An authorized representative accepts on Company’s behalf. An individual employee’s login or use does not by itself establish authority to amend Company’s agreement.

The acceptance receipt identifies the accepted documents and their versions, the representative, acceptance time and applicable effective date. For an existing Company, a material replacement takes effect no earlier than thirty days after actual notice of the released change, subject to any longer controlling notice period. Accepting an upcoming version does not make it effective early. A separately signed amendment may expressly agree otherwise. Earlier accepted versions remain available and continue to govern until a valid replacement takes effect.

Existing agreements and document precedence

A separately executed agreement or amendment governing Company’s subscription retains priority unless both parties expressly identify and replace it. No provision overrides a requirement of applicable law that cannot be waived. Within the package adopted under these Terms, the Data Processing Addendum controls conflicting provisions about Company Personal Data. A commercial order controls the purchased scope and its expressly agreed commercial terms. It changes other Terms only where it identifies the provision and the agreed replacement. Other incorporated addenda control their stated subjects; these Terms otherwise control.

The Privacy Notice explains handling practices and does not expand the permissions granted by the Data Processing Addendum. Previously binding privacy commitments are not withdrawn simply by describing a notice as informational. Purchase order boilerplate, a pending proposal or an unsigned order does not amend the agreement.

Service scope and access

During the agreed service relationship, Company may permit its authorized personnel to use the purchased Service for Company’s business operations, subject to agreed scope and limits. Splash provides software for field service operations. Company provides its own services to customers and remains their contracting service provider.

Purchased modules, usage allowances, onboarding, support and any service levels are those expressly agreed in a commercial order or other controlling written agreement. Unreleased features and estimates are not delivery commitments. These Terms create no unstated service level, certification, insurance coverage or guarantee of business results.

Accounts and representative authority

Company must maintain accurate administrator and notice contacts, assign access appropriate to each person’s duties and remove access when it is no longer authorized. Users must protect their credentials and promptly report suspected unauthorized access. Company is responsible for conduct it authorizes and permissions it grants, but this does not relieve Splash of responsibility for its own breach or security duties.

Only a representative with actual Company authority may accept or amend its agreement. A product role label alone does not establish that authority. Staff access, developer access, support impersonation and viewing an account as another user do not authorize agreement acceptance.

Fees, commercial commitments and renewal

Company owes only the fees and commercial commitments separately agreed in its existing commercial order or another binding written agreement. These Terms and the Company Agreement receipt do not create a price, minimum purchase, initial term, renewal, implementation charge, late charge or accelerated payment obligation. Monthly billing alone does not establish an annual commitment or a monthly renewal term.

Automatic renewal applies only where a binding commercial agreement expressly provides for it. Renewal period, price or agreed pricing method, cancellation procedure, notice deadline, refunds and any remaining commitments follow that agreement and applicable law. A pending commercial order has no effect until separately accepted through its required process. Accepting these Terms or the DPA is not accepting a pending order or authorizing a charge.

Company must pay undisputed agreed amounts when due and may raise a good faith billing dispute through the designated billing contact. Splash will investigate and explain the outcome. Payment methods may be charged only under the separate authorization actually given. Taxes, additional charges and price changes apply only as agreed or required by law. No new price or committed term is imposed by publishing revised Terms.

Company compliance and customer contracts

Company is responsible for the legality and safety of its work, required licensing, employment practices, customer contract terms, notices, cancellation rights, forms, deadlines and recordkeeping. Requirements depend on the jurisdiction, transaction and manner of sale. Company must obtain necessary authority and permissions to submit information and use the Service for its customers and personnel.

Templates, warnings and signing tools do not provide legal advice or certify compliance throughout the United States. Company must review its customer documents and provide any legally required copies and cancellation materials. Electronic signing does not remove these duties. Splash remains responsible for its own express commitments and duties imposed by law.

Lawful communications and electronic records

Company determines the lawful recipients, content and timing of communications it authorizes. It must obtain and retain required consents, provide required sender identification and honor applicable opt outs, suppression requests and restrictions on marketing, recording and messaging. Connecting a mailbox or phone service does not grant permission to contact every person in it.

For customer electronic records, Company must supply accurate paper access, withdrawal and technical requirements disclosures where required, obtain the necessary affirmative consent and maintain a lawful alternative when electronic delivery is unavailable. Withdrawal of consent to future electronic records operates prospectively and does not itself cancel a service contract or undo an existing signature. Electronic record consent, marketing consent and payment authorization are distinct permissions.

Company must maintain a working contract receipt destination and address delivery failures. An email queued for sending is not confirmed delivery. Company must preserve required execution time delivery even where a fully executed agreement will be distributed after another party signs.

Payment processors and third party services

Customer payments are provided through the payment services Company selects under the applicable provider agreements. Company is responsible for its prices, payment authorizations, refunds, disputes and customer obligations. Splash does not become the seller of Company’s work, guarantee settlement or acquire authority under these Terms to redirect funds or debit an account without separate authorization. Revoking a saved payment authorization and cancelling the underlying service are different actions.

Connected services have their own terms and handling practices. Company must have authority to connect them and understand what access it grants. Availability and behavior outside Splash’s control are not guaranteed. This does not excuse Splash’s own agreed integration duties or its responsibilities for delegated processing under the DPA. No provider contract or warranty is incorporated merely because its name appears in a feature description.

Rights in software and Company information

Splash and its licensors retain their rights in the Service, software, documentation and branding. Company retains its rights in information and content it submits or creates, subject to any underlying third party rights. Company grants Splash only the permissions reasonably necessary to deliver, support and secure the agreed Service and carry out the DPA.

This agreement does not grant a general license to sell Company information, use it for unrelated advertising or train general purpose models with it. A different use requires a separate lawful basis and any additional agreement or permission required by law and the DPA. Feedback may inform improvements without transferring ownership of Company records or confidential information. Publicity or logo use requires separate permission.

AI assistance and human oversight

Configured AI features may produce drafts, suggestions, summaries or actions within the permissions Company enables. Outputs can be inaccurate, incomplete or nonunique. They are not professional legal, tax, accounting or safety advice. Company must apply human oversight appropriate to the task, review material outputs before relying on or communicating them, and supervise actions it enables. These Terms do not expand an assistant’s permissions or assert that every configured action waits for a new human approval.

As between the parties, Splash claims no ownership of Company’s inputs or generated outputs, without guaranteeing that an output is legally protectable or free of third party rights. Processing remains subject to the DPA and actual feature disclosures. Any additional provider training or retention assurance must be supported by the relevant verified arrangement.

Acceptable use

Company must not use the Service to infringe rights, impersonate another person or company, distribute malware, send unlawful communications, access another company’s information, evade agreed limits or interfere with security. Company must not resell the Service or copy or reverse engineer it except as permitted by law or written agreement. Security testing requires an agreed scope. These restrictions do not prevent Company’s lawful export of its own information.

Mutual confidentiality

Each party must use the other’s nonpublic business, technical and customer information only to perform this agreement or as otherwise lawfully authorized, protect it with reasonable care, and disclose it only to people or providers who need it and are subject to appropriate confidentiality duties.

Confidential information excludes material lawfully known without restriction, independently developed without use of the other’s information, lawfully received from another source without restriction, or public without breach. Compelled disclosure is permitted only to the required extent, with notice where lawful and reasonable cooperation to limit disclosure. These duties continue while information remains confidential, and trade secrets remain protected as required by law.

Data protection, export and closure

The DPA governs Company Personal Data, including processing restrictions, security and assistance. Company and Splash must preserve records where law requires preservation and limit exceptions to records and purposes actually justified.

After termination, Company has thirty days to obtain its data through the available database export and any recovery copies already configured, or through secure delivery arranged with Splash. After that export period, Splash will delete Company Personal Data from active systems, subject to documented legal retention requirements, including applicable requirements for executed agreements and payment records. A signed document is not exempt from deletion merely because it is signed. Splash will restrict retained records to their justified purpose and remove them when that basis ends, unless another lawful requirement applies. Data will not be retained indefinitely merely because Company might return.

The ordinary offsite recovery policy retains the seven newest verified daily bundles and four older weekly selections. This is a count based policy, not a guaranteed time to expiry. Failed or interrupted backup runs can leave older copies in place. Account closure requires explicit manual removal of nonexempt Splash controlled recovery copies rather than reliance on future backup runs. Recovery copies retained for a documented legal requirement must remain restricted to that purpose. Before restored data returns to ordinary use, applicable completed deletions and closure restrictions must be reapplied.

The current database export does not by itself establish that every attachment, photograph, executed PDF or signing evidence file has been included. Splash and Company must identify and arrange the necessary additional files during the export period. Company is responsible for its downloaded exports and copies held in its own connected accounts. Splash does not promise to erase copies outside its control. These provisions do not shorten an existing contractual export or deletion obligation.

Closing the subscription does not revoke customer signatures or amend executed customer service agreements. Separately retained Splash agreement, billing and dispute evidence must have its own justified retention basis; that basis does not authorize retaining the whole Company account.

Service limitations and remedy

Splash must perform its express contractual obligations. Except for those obligations and protections that cannot lawfully be excluded, the Service is provided as available, without implied warranties of merchantability, fitness for a particular purpose or noninfringement. Splash does not guarantee uninterrupted or error free operation. Company remains responsible for its business decisions.

Company should report a material service failure with enough information for investigation. Splash will investigate and take reasonable steps to correct a failure within its responsibility. Contractual remedies and the termination process remain available. No disclaimer removes an express indemnity or a duty that cannot lawfully be disclaimed.

Cure, suspension and termination

Company may stop using the Service and close its account at any time. The effect on separately agreed payment commitments and refunds follows the controlling commercial agreement and applicable law. These Terms do not create a new cancellation charge.

Either party may end the agreement for a serious breach after written notice describing the problem and a reasonable opportunity to cure, subject to any controlling agreed cure period. Splash may suspend or terminate for undisputed nonpayment using the same notice and reasonable cure process. Immediate protective action is permitted where the risk to others, security or law requires it. Suspension must be limited to what is reasonably necessary, explained promptly where lawful, and lifted when the cause is resolved.

Termination does not remove accrued rights or agreed payment obligations. The export, deletion, preservation and surviving confidentiality duties continue according to their terms. The parties must not use a commercial dispute to disregard legally required privacy assistance or preservation duties.

Balanced third party indemnities

Splash will defend and indemnify Company against a third party claim that the Service itself, as provided by Splash and used as authorized, infringes that party’s intellectual property rights, including covered final awards and settlements approved under this section. This does not cover a claim caused by Company content, an unauthorized modification or a combination not supplied or required by Splash, to the extent the claim would not otherwise arise. Splash may obtain continued rights or provide a materially equivalent noninfringing replacement. Any termination or refund remedy remains governed by the controlling agreement and law.

Company will defend and indemnify Splash against third party claims arising from Company content that infringes rights, Company’s unlawful services or communications, or Company’s material breach or knowing unauthorized use of the Service, including covered final awards and approved settlements. Neither party owes indemnification to the extent a claim is caused by the other party’s breach, negligence or wrongful conduct.

The protected party must give prompt notice and reasonable cooperation at the defending party’s expense. Delayed notice reduces the obligation only to the extent it materially harms the defense. The defending party controls the defense using competent counsel. A settlement may not admit the protected party’s fault, impose nonmonetary duties or leave it without a release unless it consents, with consent not unreasonably withheld. These obligations are subject to the limitation of liability, including defense costs. There is no double recovery.

Limitation of liability

To the fullest extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits or lost data. Splash’s total liability for all claims together is capped at the fees Company paid Splash in the twelve months before the claim arose. Nothing in this agreement limits liability the law does not allow to be limited.

The DPA and the indemnities do not create a separate or increased cap. A separately executed agreement that expressly governs liability retains priority under the document precedence provision.

Notices and material changes

Contract notices must be sent to the legal or billing contact designated for the relevant purpose in the Company Agreement or controlling commercial agreement. Each party must keep its contact information current. Routine product messages do not substitute for a notice required by the agreement or law.

Splash will provide at least thirty days’ actual advance notice of material changes, including the proposed text and effective date. The governing notice event and previous document snapshots will be preserved. Mere publication, deployment or a later visit to a page does not establish that notice occurred. An authorized representative may accept an upcoming version for its stated future effective date. A controlling agreement’s valid amendment mechanism remains applicable, but a notice event will not be represented as express acceptance.

Changes do not retroactively alter executed customer contracts or silently replace Company’s separately agreed prices, commitments or renewal provisions. If an amendment is not validly adopted, the existing agreement remains in force until lawfully amended or ended.

Florida courts and governing law

Florida law governs this agreement without its conflict of law rules. Disputes belong in the state or federal courts located in Florida, and both parties consent to that jurisdiction and venue. This agreement does not require arbitration. The choice of law does not remove a protection or duty that applicable law does not allow the parties to waive.

Force majeure and assignment

Neither party is liable for delay to the extent caused by events beyond its reasonable control. The affected party must give reasonably prompt notice, take reasonable steps to limit the effects and resume performance when practicable. This does not excuse payment already due, a breach that caused or worsened the event, or duties that remain legally required. Any prolonged interruption remains subject to the controlling agreement’s termination rights and applicable law.

Neither party may assign the agreement without the other’s consent, not unreasonably withheld, except to a successor to substantially all of its relevant business that assumes the obligations without materially reducing the other party’s protections. An assignment does not expand permitted uses of personal data or release accrued obligations.

Entire agreement and other provisions

The parties are independent contractors. Neither may bind the other except as expressly authorized. This agreement is the entire agreement on its subject, subject to the preserved separate agreements and document precedence stated above. Changes require the applicable valid amendment process.

An unenforceable provision is severed only to the extent necessary, leaving the rest effective. A failure to enforce a provision once is not a waiver of future enforcement. A waiver must be clear and specific. Electronic signatures and counterparts may form one agreement. Accrued rights, agreed payment obligations, ownership, confidentiality, applicable data duties, indemnities for covered events, liability limits and dispute provisions survive as their nature requires.