These Terms of Use for User Generated Content (“UGC Terms of Use”) describe the terms and conditions under which Pharmapacks LLC, a New York corporation d/b/a SPLASHE and its affiliates (“SPLASHE”) may use and distribute the content created and publicly posted or otherwise submitted by you, as may be more specifically identified and described in the call to action issued by SPLASHE on one or more social media platforms, or in the message SPLASHE sent you via the social media platform on which such content appears referring you to these UGC Terms of Use.  When you [DESCRIBE ACTION - E.G., RESPOND TO OUR COMMENT/REPLY OR MESSAGE OR POST WITH #HASHTAG], you agree to these UGC Terms of Use.  Such content posted or submitted by you shall be referred to herein as the “User Generated Content.” 

IMPORTANT NOTICE — THIS IS A BINDING CONTRACT 

BY REPLYING #YES or otherwise granting your consent to these Terms of Use as set forth above, YOU (“YOU”/”YOUR”) ARE ENTERING INTO AN AGREEMENT WITH SPLASHE AND AGREE TO BE BOUND BY THESE UGC TERMS OF USE, WITHOUT LIMITATION OR QUALIFICATION. SPLASHE RESERVES THE RIGHT TO MODIFY THESE UGC TERMS OF USE BY POSTING NEW VERSIONS THEREOF, AS WELL AS THE RIGHT TO PROVIDE ADDITIONAL NOTICE OF MATERIAL CHANGES, WHICH MODIFICATIONS AND CHANGES WILL BE EFFECTIVE IMMEDIATELY. 

LICENSE 

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, You hereby irrevocably grant to SPLASHE, as well as its respective licensees, designees, successors and assigns (herein collectively called the "Licensed Parties"), the worldwide, perpetual, fully-paid, royalty-free, sub-licensable right to use, publish, broadcast, exploit, distribute, and otherwise post online (i) Your name, voice, picture, portrait, social media handle and likeness (“Name and/or Likeness”) as such Name and/or Likeness appears in or in connection with the User Generated Content and (ii) the User Generated Content in and in connection with any legal purpose including without limitation advertising, marketing and promoting SPLASHE, its products and services, or its sponsored events, in whole or in part, by any and all means, media, devices, processes and technology now or hereafter known or devised throughout the universe, including without limitation any and all digital and social media websites and platforms. You understand and acknowledge that SPLASHE may modify the User Generated Content including without limitation for for formatting, navigational, integration or other purposes. 

No advertisement, promotional media, or other material in any media containing Your Name and/or Likeness related to the User Generated Content need be submitted to You for any further approval for use by the Licensed Parties or shall entitle you to any compensation (except where prohibited by law), and the Licensed Parties shall be without liability to You for any distortion or illusionary effect resulting from the publication of Your Name and/or Likeness. 

Notwithstanding the above, the Licensed Parties will have no obligation to make any use of any of the rights granted by You. SPLASHE’S use of the User Generated Content or Your Name and/or Likeness does not imply any endorsement of or any affiliation with You. 

YOUR REPRESENTATIONS OF OWNERSHIP AND OTHER REPRESENTATIONS AND WARRANTIES 

You acknowledge and agree that: 

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  • You have the full right, power and authority to grant the rights described in these UGC Terms of Use; 
  • The User Generated Content was created by you or you own or control all rights in such User Generated Content, such that you have all necessary licenses, rights, consents and permissions to publish the User Generated Content and to grant the rights granted herein, including permission from all person(s) appearing in your User Generated Content; 
  • The exercise by SPLASHE of its rights under these UGC Terms of Use will not violate or infringe upon the rights of any third party or any applicable laws, rules or regulations, including, without limitation, consumer protection, privacy, copyright, trademark and trade laws, or any third party or social media platform terms of use; 
  • The User Generated Content does not contain any worms, viruses or other code deemed harmful to SPLASHE or SPLASHE’S users; and 
  • The User Generated Content is not, in SPLASHE’S reasonable discretion, libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful, false, inaccurate or misleading. 
  • You are eighteen (18) years of age and have the right to agree to these UGC Terms of Use. 
     
    For the avoidance of doubt, SPLASHE will make all determinations as to what User Generated Content is appropriate and in compliance with the above guidelines in its sole discretion. 

LIMITATION OF LIABILITY 

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SPLASHE, ANY THIRD PARTY SUBLICENSEE OF SPLASHETHE LICENSED PARTIES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS, ARE NOT LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR RESULTING FROM THESE UGC TERMS OF USE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS, OR LOST REVENUES, HOWEVER SUCH DAMAGES ARE CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY, DAMAGES, LOSSES OR EXPENSES. 

INDEMNITY & RELEASE 

You agree to indemnify, defend and hold SPLASHE, its agents, suppliers, licensees, successors, or assigns, and/or its and their respective officers, directors, employees, contractors and agents (collectively, the "Indemnified Parties") harmless from and against any and all damages, liability, claims, actions, demands and costs (including, without limitation, reasonable attorneys’ fees and costs of settlement) arising out of any breach by You of these UGC Terms of Use or the authorized use by the Licensed Parties of the User Generated Content. 

Without limiting anything set out above, You hereby release each of the Indemnified Parties from all damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with these UGC Terms of Use. 

If You are a California resident, you expressly waive California Civil Code §1542, which says: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 

You irrevocably and unconditionally waive (and agree not to enforce) all rights in the User Generated Content, including without limitation any moral rights or equivalent rights which You may otherwise have under any laws now existing or which become law in the future in any part of the world. 

If requested, You will sign any documentation in such manner and at such location as may be required to protect, perfect or enforce any of the rights You have granted to SPLASHE under these UGC Terms of Use. 

MISCELLANEOUS 

These UGC Terms of Use is governed by the laws of the State of New York excluding its conflicts of law rules. You hereby consent to personal jurisdiction and venue in the state and federal courts located in New York, New York. 

You agree that if SPLASHE does not exercise or enforce any legal right or remedy which is contained in these UGC Terms of Use (or which SPLASHE has the benefit of under any applicable law), this will not be taken to be a formal waiver of SPLASHE’s rights and that those rights or remedies will still be available to SPLASHE. 

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these UGC Terms of Use are invalid, then that provision will be removed without affecting the rest of the UGC Terms of Use. The remaining provisions of these UGC Terms of Use will continue to be valid and enforceable. 

SPLASHE reserves the right to alter these UGC Terms of Use without advance notice by posting a revised UGC Terms of Use. Accordingly, You should review the UGC Terms of Use each time You grant permission or authorization to feature Your User Generated Content. 

Last updated: May 12th, 2021