General Terms Enterprise Terms Snappy Personal Terms

Snappy Terms

Enterprise Terms

Last updated:

May 1, 2024

These Snappy Enterprise Terms of Service (the “TOS”) are entered into by and between Snappy App, Inc.,a Delaware corporation, having its principal place of business at 33 Irving Place, #5021, New York, NY10003 (“we,” “us” or “Snappy”), and the individual, company, organization or entity for whom theServices will be accessed and used as set forth below (“Customer” or “you”). These TOS describe each of Customer’s and Snappy’s rights and responsibilities in connection with the use of the Services and together with any exhibits, documents or URLs referenced herein and any terms contained in an OrderForm or Invoice (collectively, the “Agreement”) constitute a binding and enforceable legal contract between Customer and Snappy. These TOS are effective as of the last updated date listed above andCustomer’s access to or use of the Services after such date, constitutes Customer’s acceptance of and consent to be bound by the TOS.

If Customer disagrees or does not accept these TOS, Customer shall immediately stop accessing and using the Services.

IMPORTANT NOTICE: THESE TOS CONTAIN A WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN SECTION 14.2 BELOW. PLEASE READ CAREFULLY.

Who is a "Customer"?

When an individual registers or uses Snappy on behalf of or for the benefit of their employer or another entity, that individual represents and warrants that they (i) are authorized to bind their employer or such entity to the Agreement; (ii) they have read and understood this Agreement; and (iii) they agree to thisAgreement on behalf of the party they represent. When an individual registers or signs up for the Services using an email address from their employer or another entity, then that individual (a) will be deemed to represent such party and (b) will bind that party to this Agreement. If an individual does not have the legal authority to bind their employer or the applicable entity, they individual should not register for, access ,or use the Services, sign any Order Form, or click or check “I agree” (or similar language) when prompted.

1. Definitions

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1.1. “Admin” means any User who is authorized by virtue of such individual’s relationship to, or permissions from, Customer, to access and use any feature of the Services on Customer’s behalf.

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1.2 .“Admin Account” means one or more user accounts that an Admin creates via the Services on behalf of Customer in order to access and use the Services.

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1.3 .“Affiliates” means any company controlling, controlled by or under common control with the subject entity, directly or indirectly, with an ownership interest of at least 50%.

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1.4 .“Branded Features” means those features of the Services whereby Snappy provides theCustomer with the opportunity to place its Customer Content on Gifts or communications toRecipients.

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1.5 .“Claim” means the selection by a Recipient of a Gift from Customer, or on Customer’s behalf, via the Services.

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1.6 .“Customer Content” means the intellectual property, including names, logos, and similar trademarked or copyrighted materials, that is owned or licensed by Customer and provided toSnappy to use in connection with the Services.

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1.7.“Customer Data” means any data uploaded or submitted to the Services by or on behalf of Customer. Customer Data explicitly excludes any Recipient-Provided Data.

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1.8. “Dashboard” means the interface in the Services by which the Customer can view and take actions in its Admin Account and Gift Funds Account, including, but not limited to: uploadingCustomer Data and Customer Content, selecting and sending Gifts to Recipients, viewing whether a Gift has been Claimed, adding and removing Admins, and adding or removing optionalServices features.

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1.9 .“Documentation” means user guides in the Dashboard or on the Site or otherwise provided bySnappy.

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1.10. “Experience Plan” means the annual experience plan subscribed to by a Customer for its access to the Services.

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1.11 .“Fees” means any fees paid or payable by Customer to Snappy in connection with the Services, including, but not limited to: Subscription Fees, Add-On Fees, Gift Fees, Service Fees, and Taxes(as such terms are defined in Section 4 below).

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1.12 .“Gift" means a product or service that is sent using the Services to a Recipient by a Customer or on its behalf.

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1.13. “Gift Collection” means a collection of Gifts sent by a Customer to a Recipient via the Services from which the Recipient can select a Gift to Claim.

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1.14. “Gift Funds Account” means the account representing funds associated with a Customer which can be drawn upon by Snappy in order to pay any Fees or satisfy any other obligation owed by Customer to Snappy.

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1.15. “Gift Notification” means an electronic communication (including, but not limited to, email, SMS, Slack or MS Teams notification) sent directly or indirectly via the Services, on Customer’s behalf, to inform a Recipient that Customer has sent a Gift to them and to instruct the Recipient how to claim the Gift.

1.16. “Gift Vendor” means the third-party merchant that is offering one or more Gifts via the Services.

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1.17. “Integrations” means the links, technical integrations, or application programming interfaces(which may be to Third-Party Services) provided by Snappy for interoperation with theServices.

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1.18. “Order Form” means an order form that may be provided by Snappy to the Customer in connection with the Services. An ordering document provided by Customer will only be deemed an Order Form if it is agreed to and executed by Snappy.

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1.19. “Personal Data” means any information relating to an identified or identifiable natural person.

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1.20. “Privacy Policy” means the current version of the Snappy privacy policy, available at https://www.snappy.com/privacy, which is incorporated herein by reference.

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1.21. “Recipient” means a User or potential User who receives an entitlement from a Customer to select a Gift via the Services.

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1.22. “Recipient-Provided Data” means any data provided by a Recipient to Snappy in connection with a Gift, including Personal Data, gift selection and gift delivery data. As between Snappy and Customer, Recipient-Provided Data is the Confidential Information of Snappy.

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1.23. “Services” means, collectively and separately, the Software, Dashboard and Site. The Services also include the Integrations but do not include Third-Party Services.

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1.24. “Site” means the website made available at www.snappy.com and any of its sub-domains or related web addresses.

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1.25. “Software” means Snappy’s proprietary software programs, associated user interfaces, application programming interfaces (APIs) and related technology that Snappy makes available pursuant to the Agreement.

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1.26. “Third-Party Services” means those optional third-party applications, services or products which are approved by Snappy for use in connection with the Services.

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1.27. “User” means any person that accesses or uses the Services. Users may be either an Admin or Recipient depending on how the Services are used. References to “access” and/or “use” of the Site (and any variations thereof) or Services include the acts of using, accessing or browsing the Site, and accessing or using the Services to send or Claim Gifts.

2. Use of Services & Customer’s Responsibilities

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2.1. Access. Subject to Customer’s compliance with this Agreement (including payment of Fees),Snappy hereby grants Customer, during the Term (as defined below), the right to access and usethe Services in accordance with terms herein and any Documentation provided by Snappy fromtime to time. Customer may only use the Services for Customer’s internal business purposes, andnot for the benefit of any other person or entity. Customer may allow its Affiliates to use theServices and Customer shall be responsible for their compliance with this Agreement.

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2.2. Updates & Modifications. Snappy may update or modify the Services from time to time, including by limiting, updating, modifying, or ceasing support of current or prior versions or releases or by adding or deleting features and functions in an attempt to improve the Services.Snappy will publish on the Site any such modifications to the Services and will notify Customer inits Dashboard or other reasonable means of any modifications that would materially affect theServices. After the effective date of such update, Snappy will not have any obligation to run, provide or support legacy versions of the Services.

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2.3. Additional Features. From time to time, Snappy may add additional features to the Services. In addition to any feature-specific terms presented to Customer at the time of access to or use of such feature, this Agreement will apply to any additional features that Customer has purchased, activated or accessed in the Services.

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2.4. Customer Responsibilities. All access to and use of the Services by Customer and its Admins shall be in compliance with this Agreement, the Documentation and applicable law. Customer agrees to provide complete and accurate information during the registration process and will update its information as needed to ensure it remains accurate. Snappy will provide Customer with access credentials for the Services and Customer will keep its access credentials confidential and will promptly notify Snappy of any unauthorized access to or use of Customer’s Admin Accounts orGift Funds Accounts of which Customer becomes aware. Customer shall be responsible for all activities that occur in Customer’s Admin Accounts and Gift Funds Accounts and Snappy will treat all acts performed through such accounts, or acts performed by Snappy at the direction of anAdmin, as being performed by Customer including, but not limited to, sending Gifts, funding or drawing down Customer’s Gift Funds Accounts, appointing and removing Admins and adding or removing optional Services and features. If Customer becomes aware of any actual or suspected loss, theft, fraud, or unauthorized use of Customer’s Admin Accounts or Gift Funds Accounts,Customer should immediately contact Snappy at help@snappy.com.

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2.5. Admins. Customer acknowledges and agrees that its Admins may register one or more Admin Accounts on Customer’s behalf. Through these Admin Accounts, the Admins are authorized, among other things, to access the Services, enable or disable Integrations, manage account permissions, submit Customer Data or Customer Content, authorize purchases, submit payments and invite other individuals to become Admins. Snappy is entitled to rely on communications from Admins when servicing Customers. If an Admin does not respond to communications from Snappy after a reasonable period of time, Snappy will be permitted to transfer the Admin Account to another Customer Admin based on Snappy’s internal verification methods.

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2.6. Communication Consents.

2.6.1. Admins. Customer consents, on behalf of itself and its Admins, to receive transactional and marketing electronic communications from Snappy related to the Services including(i) notices about Customer’s Admin Accounts, such as password changes and information related to transactions; and (ii) promotional communications from Snappy such as newsletters, special offers, surveys and other information that is related to the Services.Snappy’s use of personal information is in accordance with Snappy’s Privacy Policy. The electronic communications may be in the form of email, Dashboard pop-up, phone, text or by posting notices on the Sites. Users are able to opt out of receiving promotional communications by using the unsubscribe link in the email or by accessing this link

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2.6.2. Recipients. By providing a Recipient’s contact information, Customer consents, on behalf of itself and the Recipient, to Snappy sending Gift Notifications to the Recipient through the modality (e.g., email, SMS, Slack, MS Teams) selected by Customer in its Dashboard.Customer may modify in its Dashboard any default modality option set by Snappy.

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2.7. Integrations & Third-Party Services. Snappy may make available certain Integrations as part ofthe Services, which depend on the continuing availability of, and access to, Third-Party Services,including third-party application programming interfaces. Customer is responsible for obtainingand maintaining its own license to such Third-Party Services. Customer’s use of the Third-PartyServices is solely between Customer and the applicable Third-Party Services provider andCustomer is responsible for complying with any licensing terms of the Third-Party Service. TheThird-Party Services providers are not responsible for any portion of the Services. The Third-PartyServices are not owned or controlled by Snappy and Snappy does not warrant, endorse, guarantee or assume liability for the Third-Party Services. Certain Integrations may copyCustomer Data from the Third-Party Services to the Snappy Services and use of the Integration constitutes Customer’s consent to the transfer of such Customer Data from the Third-PartyService to Snappy and Snappy’s use thereof. If a Third-Party Service for which Customer has purchased an Integration ceases to be available on reasonable terms for interoperation withSnappy’s Services (other than due to a temporary issue or Customer’s act or omission), thenCustomer may terminate the subscription for the paid Integration (as applicable) and Snappy will refund to Customer any prepaid and unused Fees on a pro-rata basis for the remaining paidIntegration subscription term.

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2.8. Customer Data via SFTP. With Snappy’s consent, Customer may transfer Customer Data toSnappy using Secure File Transfer Protocol (SFTP) or any other secure method approved bySnappy (e.g., Box). Snappy will provide the necessary credentials and instructions for the SFTPconnection. Customer is responsible for the content, accuracy, legality, and proper formatting of the Customer Data transferred in this manner.

3. Fulfillment & Terms of Sale

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3.1. Gift Selection. Through the Service, Customer may select a Gift or Gift Collection within a specified budget and based on other criteria to send Gifts to its designated Recipients. Customer will provide Snappy with the contact information of the Recipient for the Gift Notification, however, Customer will not be required to provide a Recipient’s shipping address. The Recipient will receive a Gift Notification from Snappy that the Recipient was sent a Gift by Customer. Recipients will be able to Claim a Gift during the time period selected by Customer or, if no such time period was defined, the default time period set by Snappy. The selected Gift will be dispatched to the Recipient using the delivery information the Recipient provided directly to Snappy via the Service, or where applicable, the delivery information provided by Customer.

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3.2. Gift Vendor Terms. Gifts are provided by independent Gift Vendors and Snappy does not create or manufacture any Gifts or do any printing of Branded Gifts. Snappy uses commercially reasonable efforts to provide an accurate representation of the products, however, the images of Gifts are for illustrative purposes only and the actual availability, colors, sizes and other details of the Gifts may vary from the pictures and descriptions provided on the Site. All Gifts are subject to (i) availability from the Gift Vendor; and (ii) the terms of the applicable Gift Vendor’s terms for such Gift, including product warranties and recalls. If a Gift selected by a Recipient becomes unavailable, Snappy will notify the Customer or enable the Recipient to exchange for a different gift within the applicable Gift Collection. Once a Gift has been Claimed by a Recipient, the Gift and any associated Fees are non-refundable and non-exchangeable, except as expressly set forth in this Agreement.

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3.3. Delivery of Physical Goods. All delivery dates for Gifts are estimates. Snappy does not control the delivery time or method of any Gift. All Gifts will be shipped in accordance with the applicable Gift Vendor’s terms for such Gift and delivered by a third-party delivery carrier engaged by a Gift Vendor. The Recipient will receive shipping updates (as provided to Snappy by the Gift Vendor and/or shipping carriers) through the Recipient’s own Snappy user account. Snappy will use commercially reasonable efforts to avoid any harm to Customer however, absent any manifest wrongdoing by Snappy, Snappy will not be responsible for the acts and omissions of any Gift Vendor, delivery carrier or Logistics Supplier related to any Gift, including delivery or shipping issues or delays, or issues with quality or quantity of any Gifts. Without derogating from the foregoing, in the event that a Recipient receives a damaged or defective Gift, Snappy will reasonably assist Recipient in obtaining support from the Gift Vendor.

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3.4. Branded Goods. Snappy may make available to Customer additional features and logistics services utilizing the Branded Features to create custom Gifts using Customer Content for branded gifts (“Branded Gifts”). Branded Gifts are fulfilled either (i) on an on-demand basis/as-available basis, shipped directly from the Gift Vendor; or (ii) on a premium basis (“Bulk & Kit Swag”), by way of Snappy coordinating certain logistical services for Customer. Regardless of any other invoicing terms that may be provided by Snappy, all Fees for Branded Gifts must be paid in advance. Production does not begin, and inventory is not guaranteed, until payment is received. Due to the customization of Branded Gifts, neither Customer nor its Recipients will be entitled to any return or exchange of any Branded Gifts, other than Branded Gifts that are materially defective or damaged. Bulk & Kit Swag is subject to additional terms as set forth in the applicable Order Form.

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3.5. Geographic Limitations. Customer is prohibited from accessing or using the Site from anywhere the Site or any of the features, functionality, tools, content thereof, is illegal. The delivery of Gifts to Recipients may be limited to specific countries, as determined by Snappy in its sole discretion. Certain product features may only be available to Recipients in specific jurisdictions.

4. Fees

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4.1. Definitions

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4.1.1. “Add-On Feature” an optional feature of the Services made available to Customer subject to payment of an additional fee.

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4.1.2. “Add-On Fee” means the amount payable by Customer to Snappy for an Add-On Feature, as set forth in any Order Form, invoice or Snappy Customer Dashboard.

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4.1.3. “Billing Method” means the billing method provided by Customer, or on its behalf, and approved by Snappy, in order to charge Fees for the Services.

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4.1.4. “Gift Fee” means the price of the Gift Claimed by a Recipient charged to the Customer by Snappy, and may include third-party merchant fees, costs for pick and pack services, shipping and handling, and other related or ancillary costs associated with the receipt of the Gift.

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4.1.5. "Service Fee” means the specified percentage of the Gift Fee, which may cover, among other things, logistics, curation, customer support and personalized gift experience.

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4.1.6. "Subscription Fee” means any fees for certain paid Experience Plans and features of the Services subscribed to by a Customer, as set forth in any Order Form, invoice or Customer’s Dashboard.

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4.1.7. “Taxes” means any duties, levies, tariffs, or other governmental taxes required to be withheld including, without limitation, (i) any value-added, sales, use or withholding taxes, assessable by any local, state, federal or other governmental jurisdiction on the Gift Fees, Subscription Fees, Add-On Fees, Service Fees; or (ii) any other taxes resulting from the use of the Services, in accordance with applicable law.

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4.1.8. “Total Gift Fees” means total of the Gift Fee, Service Fee and Taxes with respect to a Gift.

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4.2. Estimated & Adjusted Fees. When Customer selects a Gift or Gift Collection to send to one or more Recipients, Customer will be responsible for setting its budget in its Dashboard for the Fees that will be incurred in connection with the Gift (i.e., the Gift Fee, Service Fee and Taxes). The amounts of the Fees are estimated based on the maximum price of the Gift or the Gift Collection from which a Recipient may Claim a Gift. Where Customer is required to prepay such Fees, this estimated budget amount will be charged to Customer’s Billing Method and applied to Customer’s Gift Funds Account. Once the Recipient has Claimed the Gift, the amount deducted from the Customer’s Gift Funds Account or invoiced to Customer (where applicable) is adjusted because: (i) the Recipient may Claim a Gift which is less than the maximum Gift Fee allotted for that Gift or Gift Collection; (ii) the Service Fee is calculated as a percentage of the adjusted Gift Fee, and (iii) the applicable Taxes may vary based on a Recipient’s Gift selection and delivery address and is calculated as a percentage of the adjusted totals of (i) and (ii). Other than adjustment for certain Taxes (where applicable), the final adjusted Fees for a Gift will not exceed the Gift’s estimated Fees.

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4.3. Taxes. All fees presented to the Customer for any Services are exclusive of any Taxes now or hereafter imposed on the Services. Customer shall be responsible for, and if necessary, shall reimburse Snappy for all Taxes on any amounts payable by Customer hereunder; provided, however, Customer shall not be responsible for any taxes imposed on Snappy’s net income. If Snappy has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Snappy will use commercially reasonable steps to include such Taxes in the amounts that are charged to Customer’s Billing Method and reflect any Taxes charged in the respective invoice.

5. Billing & Payment

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5.1. Payment Authorization. Customer authorizes Snappy to charge its Billing Method and draw from its Gift Funds Account where applicable for the Fees. If Customer is paying by credit card, Customer authorizes us to charge this Billing Method for Fees as they come due. If Customer has purchased a subscription for a paid Experience Plan, Customer authorizes Snappy to charge Customer’s Billing Method for the recurring annual subscription fee at the then current rate. Customer further authorizes Snappy to use a third party to process payments, and consents to the disclosure of its payment information, as needed, to such third party payment processor. The Claim of a Gift by Customer’s designated Recipient will confirm Customer’s acceptance of the Total Gift Fees unless Customer cancels the Gift in advance of the Recipient’s Claim of the Gift. If there is a problem charging Customer’s selected Billing Method, Snappy may charge any other valid Billing Method associated with Customer’s Gift Funds Account. Payment obligations are non-cancelable and, except as expressly stated in this Agreement or an Order Form, Fees are non-refundable. Customer shall ensure that its Billing Method is up to date and Snappy will not be responsible for any Gift Notifications that are not sent due to issues with Customer’s Billing Method including, but not limited to, incorrect or expired Billing Method information or charges that are declined due to insufficient available funds.

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5.2. Payment Terms

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5.2.1. Prepayment Required. Prior to being able to send any Gifts, Customer must pay in advance any estimated Fees and have a valid Billing Method associated with its Gift Funds Account. If Snappy agrees to extend net payment terms with Customer, full payment for all Gifts must be received within ten (10) days from the invoice date, except (i) as otherwise agreed between the parties in an Order Form; or (ii) for certain Gifts or circumstances that require prepayment in accordance with Snappy’s then in effect prepayment policy.

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5.2.2. Add-On Fees shall be paid by Customer to Snappy prior to Snappy granting access to the applicable Add-On Features, unless otherwise specified in an Order Form.

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5.2.3. Subscription Fees must be paid on or before the start of the Subscription term in order to access the paid Subscription features. In the event Customer does not timely renew a paid Subscription, Customer will no longer have access to the features of the paid Subscription and, where applicable, Customer will be downgraded to a free Experience Plan. Services under the paid Experience Plan will be deemed fully performed and delivered upon expiration of the initial paid plan Subscription term and, regardless of non-renewal of any Subscriptions, Customer will remain responsible for any accrued and unpaid Fees under the expired Subscription.

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5.3. Gift Funds Account. The estimated Total Gift Fees charged to Customer’s Billing Method for a Gift or Gift Collection will be credited to Customer’s Gift Funds Account. As Recipients Claim their Gifts, Snappy (or its third-party payment processor) will draw the applicable adjusted Total Gift Fees for such Gifts from the Available Balance (defined below). The Gift Funds Account is not a bank, fiduciary or interest-bearing account of any kind.

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5.3.1. Available Balance. The funds available in Customer’s Gift Funds Account to be used towards purchases with Snappy is the Customer’s “Available Balance.” In addition to any estimated Total Gift Fees that have been charged to the Billing Method and are credited to Customer’s Gift Funds Account, the Available Balance may also include amounts available due to (i) a difference between the estimated and adjusted Total Gift Fees; (ii) Gifts being expired, not Claimed or otherwise credited by Snappy; or (iii) Prepayment Credits. Snappy will first apply any Available Balance to the next Gift that Customer selects and results in a Gift Claimed. In the event Customer’s Available Balance is insufficient to cover the Fees for the Gifts it has selected to send, Snappy may, in its discretion (a) refuse to complete the requested send or (b) charge Customer’s Billing Method for Snappy for the amount of the difference. Customer will be able to monitor its Available Balance in its Dashboard. Snappy shall be permitted to deduct any outstanding Fees from an Available Balance or otherwise set off any amounts owed by Customer.

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5.3.2. Credits. Snappy, in its discretion, may offer credits that accrue to Customer’s Gift Funds Account in connection with a non-refundable prepayment amount or other promotion (“Credits”). Such credits (i) can only be used towards Gift Fees (i.e., not Subscription Fees or Add-On Fees); (ii) will expire twelve (12) calendar months after the Credits are added to Customer’s Gift Funds Account; (iii) have no currency or exchange value outside of the Services; and (iv) are not transferable or refundable. Snappy shall be permitted to offset any amounts owed by Customer against any Credits.

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 5.3.3. Refunds. Upon request by Customer, unused prepaid amounts in Customer’s Available Balance (“Prepaid Funds”) may be refunded to Customer’s original Billing Method within one (1) year of the date such Prepaid Funds were added to Customer’s Gift Funds Account. Snappy will not refund to a Billing Method any amount that is in excess of (i) the amount of that was originally charged to that Billing Method or (ii) the amount of the Available Balance at the time of such request. Prior to submitting a refund request to help@snappy.com, any outstanding Gifts must be expired or canceled. Prepaid Funds are not eligible for a refund after one (1) year from the date they were added to Customer’s Gift Funds Account, however, they can still be used by the Customer to pay towards Total Gift Fees for up to six (6) months after the refund eligibility expires. Prepaid Funds will expire and be forfeited if not used within eighteen (18) months from the date they were added to Customer’s Gift Funds Account. For the avoidance of doubt, funds associated with Credit grants (as set forth in Section 5.3.2) are non-refundable and not subject to the refund policy set forth in this Section.

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5.4. Claimed, Canceled and Expired Gifts. In the Customer’s Dashboard, Customer may cancel or expire any Gift prior to it being Claimed by a Recipient. If so canceled or expired, a Recipient will not be able to Claim that Gift or a Gift from that Gift Collection (as applicable). Snappy reserves the right to cancel any Gift or Gift Collection that has not been Claimed at any time and refund to Customer any refund-eligible amounts paid by Customer associated with such canceled Gifts and Gift Collections.

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5.5. Late Payments. Overdue payments will be subject to a late fee of 1.5% for each month or the highest interest rate permitted by applicable law, whichever is lower. Customer shall reimburse Snappy for Snappy’s reasonable collection costs incurred in attempting to collect any late payments, including reasonable attorneys’ fees. In addition to all other remedies available to Snappy, Snappy shall be entitled to discontinue the provision of Services until all overdue amounts are paid in full. If Customer’s account is delinquent, Snappy reserves the right to revoke any invoicing terms extended to Customer and may require prepayment to send additional Gifts. If any fees owed by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, Snappy may, without limiting its other rights and remedies, downgrade any fee-based Services to a free experience level plan subscription until those amounts are paid in full. Customer acknowledges and agrees that a downgrade will cause certain paid features and functionalities to be unavailable.

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5.6. Billing Disputes. Customer agrees that it shall notify Snappy within thirty (30) days of receipt of an Invoice from Snappy if it intends to dispute the amounts owed under such invoice and, in the absence of such notice, all undisputed invoices will be deemed to have been accepted.

6. Licenses & Proprietary Rights

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6.1. Snappy Proprietary Rights. As between the parties, Snappy and its licensors solely own the Services, including the underlying Software, Integrations, interfaces, architecture, metrics and analytics and all intellectual property rights therein, and reserve all rights not expressly granted to Customer herein. Customer acknowledges that any use of the Services by Customer or its Admins contrary to or in violation of this section constitutes unauthorized and improper use of the Services. Snappy has the royalty-free right to use any suggestions, ideas, feedback, or other recommendations provided by Customer, Admins or Users relating to the Services and the Software without any obligation.

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6.2. Restrictions. Customer may not, and will not allow any third party to: (i) make an the Services available to anyone other than Customer; (ii) sell, resell, license, sublicense, distribute, rent or lease any Services, or include any Services in a service bureau or outsourcing offering; (iii) make a derivative work based on the Services; (iv) use the Services unlawfully; (v) use the Services to store or transmit malware; (vi) interfere with or disrupt the integrity or performance of the Services; (vii) attempt to gain unauthorized access to the Services, the related systems or networks, or third-party data contained therein; (viii) reverse-engineer or decompile the Services (to the extent such restriction is permitted by law); or (ix) access the Services to create or authorize or permit any third party to create any service, software, documentation or data that is competitive with, substantially similar or confusingly similar to any aspect of the Services. Snappy may suspend provision of the Services if it believes in good faith that it is necessary to mitigate an imminent threat to the security, availability or integrity of the Services or data processed by it.

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6.3. Customer’s Proprietary Rights and Licenses to Snappy

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6.3.1. Customer Data. As between the parties, Customer solely owns the Customer Data, including all intellectual property rights therein, and reserves all rights not expressly granted to Snappy. Customer acknowledges and agrees that the Customer Data may be shared with third parties, as necessary, to provide the Services to Customer, including to Gift Vendors and Logistics Suppliers, when necessary to facilitate the purchase or provision of Gifts. Customer acknowledges that it shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data.

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6.3.2. Customer Content. As between Snappy and Customer, Customer solely owns the Customer Content, including all intellectual property rights therein, and reserves all rights not expressly granted to Snappy. Where Customer requests Snappy to provide certain services (including the Branded Features) that involve Customer Content, Customer hereby grants to Snappy a non-exclusive, royalty-free, worldwide license to display, replicate, use and sublicense the Customer Content to the extent necessary to provide the Services to Customer in accordance with this Agreement.

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6.4. AI Usage. As part of the Services, Snappy may use large language models (LLMs) or other machine learning or generative artificial intelligence features (“AI Functions”) for the purpose of optimizing and enhancing the functionality and performance of the Services.

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6.4.1. Inputs. Snappy may use data that includes, but is not limited to, natural language prompts, usage patterns and feedback, to interact with, train and improve the AI Functions (“Inputs”). Snappy does not permit others to use your Customer Data to train the machine learning models used to provide the AI Functions. Snappy does not use Personal Information to train the machine learning models used to provide the AI Functions.

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6.4.2. Outputs. The use of AI Functions may result in data that include but are not limited to, responses to Customer queries in a support chat bot, Gift Collection options aligned with specific criteria input by a Customer, and analytics of the Services (“Outputs”). The Outputs are not intended for any use outside of the Services and, therefore, the Outputs and any improvements, modifications, or developments made to the AI Functions or the Services as a result of utilizing any Inputs shall remain the intellectual property of Snappy.

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6.4.3. To the best of Snappy’s knowledge, the AI Functions are operated in compliance with applicable data protection laws and regulations, and in compliance with Snappy’s Privacy Policy. No AI Functions are used to make recommendations that have a significant impact on individuals or any other type of automatic decision making, as defined under applicable law. </p

7. Beta Products.

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‍Customer may be offered the opportunity to help test out new features, products and services. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Use of Beta Products is permitted only for Customer’s internal evaluation during the period designated in an Order Form (or if not designated, ninety (90) days). Beta Products are optional and either party may terminate Beta Products at any time for any reason. Beta Products may be inoperable, incomplete or include features that Snappy may never release, and their features and performance information, including the existence of such Beta Products, are Snappy’s Confidential Information. Beta Products are made available “as is,” and Snappy does not provide any warranties, indemnities, support or other contractual commitments. Snappy’s total aggregate liability for Beta Products will not exceed US$100.

8. Privacy and Information Security.

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8.1. Snappy will use commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data. Those safeguards will include measures designed to prevent unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third-party service providers, we will ensure that such third parties maintain, at a minimum, reasonable practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Snappy is not responsible for the actions of Customer’s Admins, Users or Third-Party Services in connection with Customer Data. Snappy’s collection and use of Personal Data is governed by Snappy’s Privacy Policy located at https://www.snappy.com/privacy and, where applicable, the Snappy Data Protection Addendum (“DPA”) available at https://www.snappy.com/legal/customer-dpa. Upon written request from Customer and not more than once annually, Snappy will provide its latest third-party security audit documentation such as: SOC2 summary audit report, ISO 27001 certification, and external summary pen test report (“Security Documentation”). All Security Documentation is Snappy’s Confidential Information. Snappy’s provision of such Security Documentation shall be considered sufficiently responsive to any Customer vendor/supplier questionnaires relating to Snappy’s information security practices.

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8.2. In its discretion, Snappy may disclose certain Recipient Data to Customer for the limited purpose of informing the Customer of the identity of a Recipient who has Claimed a Gift from Customer and to permit Customer to contact, and communicate with, the Recipient regarding such Gift (“Claim Data”). Snappy’s disclosure of this Claim Data to Customer may constitute a “sale” as defined under the California Consumer Privacy Act (“CCPA”). Customer shall comply with applicable obligations under the CCPA as to Claim Data and will provide the same level of privacy protection for the Claim Data as is required by the CCPA, and if Customer determines that it can no longer meet its obligations under the CCPA, Customer shall so notify Snappy. Snappy shall have the right to take reasonable and appropriate steps to stop and remediate unauthorized use of Claim Data. Snappy may take reasonable and appropriate steps to help ensure that Customer uses the Claim Data in a manner consistent with Snappy’s obligations under the CCPA. Customer shall not share, sell or transfer any Claim Data to any third party without Snappy’s prior written consent.

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9. Specific Gift Terms

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Snappy may make available Gift Collections that contain Alcohol Gifts and/or Charitable Donations (as defined below). If Customer elects to send these Gift options, the terms of this Section 9 shall apply.

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9.1. Alcohol Gifts. Snappy may make available Gift Collections that contain alcoholic beverages products (each, an “Alcohol Gift”). Alcohol Gifts can only be ordered by Admins and provided to Recipients, who are each, respectively, of legal drinking age in the applicable jurisdiction. Customer may not purchase for, receive, or send an alcoholic beverage delivery or shipment to anyone under the applicable legal drinking age. Snappy does not sell, offer to sell or solicit sales of, or deliver Alcohol Gifts; rather the Services enable the purchase and/or receipt of alcoholic beverage products from third-party alcoholic beverage retailers (“Beverage Retailers”) retained by a Gift Vendor. The delivery of the Alcohol Gift will be facilitated by a Beverage Retailer, or a delivery provider utilized by the Beverage Retailer. The placement of an order for an Alcohol Gift through the Services is an offer to purchase from a Beverage Retailer, and the Beverage Retailer will review the order and decide whether to accept it. If the Beverage Retailer decides to accept the order, the Beverage Retailer will arrange for the delivery, pick-up, and/or shipment of the Alcohol Gift. Snappy does not employ, select, or supervise any Beverage Retailers or delivery drivers, does not guarantee shipping or delivery times, and is not liable for the actions, omissions, products, or content of Beverage Retailers or their delivery service or driver. Alcohol Gifts are not available for shipment to all locations; please consult the specific product page in the Gift Collection to determine whether or not alcohol orders can be shipped to the location of the applicable Recipient. It is the responsibility of the Beverage Retailer and/or its delivery provider to verify Recipient’s identification and age, and to determine whether it is otherwise safe and appropriate to furnish the Recipient with the Alcohol Gift. They may require a valid form of photo identification with birthdate from the Admin and/or the Recipient. If Beverage Retailers and/or their designated delivery providers cannot verify the Admin and/or the Recipient’s age or identity, Retailers and/or their designated delivery providers may refuse to provide the Alcohol Gift, and Beverage Retailers may charge a restocking fee in the event that the Alcohol Gift cannot be delivered as a result.

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9.2. Charitable Gifts/Donations. Snappy may make available Gift Collections that allow the Recipient to make donations to one or more recognized charitable organizations (the “Cause”) the equivalent value of the Gift in lieu of receiving a Gift (“Gift Donation”). Snappy does not make any guarantees or representations that any Cause will continuously operate or qualify as a charitable cause or public interest organization, or that its mission will remain the same. Snappy disclaims liability for, and makes no guarantees or representations with respect to, how the applicable donation will be spent by the Cause, or any tax deductions or benefits that Customer may receive as a result of their donation. Customer is solely responsible for undertaking any required reporting and for claiming any applicable tax benefits that they wish to seek, and Snappy does not represent, warrant, or guarantee that Customer will receive any tax documentation or that local taxation authorities will ultimately recognize Customer’s contribution as being tax deductible. Customer should seek the advice of a tax professional to determine whether its donation qualifies for a tax deduction or otherwise.

10. Term & Termination

10.1. Term. Unless otherwise stated on an Order Form, subscriptions will automatically renew for one (1) year terms without need to execute a renewal Order Form unless one party gives notice to the other Party at least thirty (30) days prior to the end of the then-current subscription term. Notwithstanding any termination or expiration of a subscription term, these TOS will remain in effect from the Effective Date until either party provides notice of termination of these TOS (“Term”), with thirty (30) days’ prior written notice, provided, however, that termination of these TOS does not terminate any then-existing subscription, except in the circumstances of 10.2 below. In the event that Customer is no longer actively using the Services (and does not have an active paid subscription), Snappy may terminate this Agreement by canceling Customer’s access to the Services.

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10.2. Termination for Cause. Either Party may terminate this Agreement if: (i) the other party is in material breach of this Agreement and fails to cure such breach within thirty (30) days following written notice thereof, provided that (a) the notice and cure period for any non-payment hereunder shall be ten (10) days; and (b) termination will take effect upon notice upon the breach of Sections 6.2, 11.1.3, 13, 15.4 or 15.5; (ii) the other Party becoming insolvent or bankrupt, liquidating or being dissolved, or ceasing substantially all of its business and the proceedings are not dismissed within 60 days; or (iii) it is required to do so by law.

10.3. Obligations on Termination. Upon termination or expiration of this Agreement, Customer will immediately stop all use of the Services and all applicable licenses and access granted to Customer shall automatically terminate. Customer is responsible for all charges accrued through the effective date of termination, including Gifts that were sent prior the date of termination and have yet to be Claimed if such Gifts are not canceled or expired as of the date of termination. Upon written request from Customer, Snappy shall refund to Customer any refund-eligible Available Balance for Gifts that are unclaimed and canceled at the time of termination (other than Branded Gifts), and any excess amounts in Customer’s Gift Funds Account, after setting off any unpaid amounts due to Snappy under this Agreement. Upon termination of this Agreement, Snappy will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited or retention is required, delete all Customer Data in our systems or otherwise in our possession or under our control. Upon written request from Customer, Snappy will confirm the deletion of Customer Data in accordance with applicable law.

11. Warranties & Liability

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11.1. Representations and Warranties.

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11.1.1. Each Party represents and warrants that it has all necessary authority to agree to and perform its obligations under this Agreement.

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11.1.2. Snappy represents and warrants that the Software will perform substantially in accordance with the Documentation when used in accordance with this Agreement and the Documentation. This warranty does not apply to (a) issues caused by misuse or unauthorized modifications of the Services or (b) issues in or caused by Third-Party Services or other third-party systems. If Snappy does not conform with the limited warranty in this Section 11.1.2 and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, then Snappy will use reasonable efforts to correct the non-conformity. If Snappy cannot do so within 60 days of Customer’s warranty claim, either party may provide written notice to terminate this Agreement. Upon termination, Snappy will refund to Customer any pre-paid, unused Subscription Fees for the terminated portion of the Subscription Term. This section sets forth Customer’s exclusive remedy and Snappy’s entire liability for breach of the performance warranty in this Section 11.1.2.

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11.1.3. Customer represents and warrants that with respect to Customer Data: (i) it owns, or has acquired the express license and written authority to use as contemplated herein, all of the Customer Data provided to Snappy; (ii) the Customer Data were received, collected, and provided to Snappy in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, and unfair or deceptive practices; (iii) it has obtained all necessary consents, approvals or other authorizations or permissions for, and has complied with its privacy policies and all applicable third-party terms and conditions or privacy policies in connection with the provision of the Customer Data to Snappy and the use of the Customer Data by Snappy and its third-party vendors as contemplated herein; and (iv) none of the Customer Data contains any personally identifiable information or persistent identifiers from individuals under the age of 13. Customer represents and warrants that with respect to Customer Content: (a) it owns, or has acquired the express license and written authority to use as contemplated herein, all of the Customer Content provided to Snappy; (b) the Customer Content will not infringe or violate the rights of any third party; and (c) the Customer Content will not be deceptive, defamatory, or obscene and the Customer Content will not violate applicable law. Customer acknowledges that any use of the Services by Customer or its Admins contrary to or in violation of this section constitutes unauthorized and improper use of the Services.

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11.2. DISCLAIMER. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SNAPPY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED. SNAPPY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SNAPPY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS RESULTS BY USE OF THE SERVICES. UNDER NO CIRCUMSTANCES SHALL SNAPPY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SERVICES, OR FROM THE USE OF A GIFT, OR FROM ANY CONTENT PROVIDED OR POSTED ON OR THROUGH THE SERVICES. THE SERVICES ARE NOT DESIGNED TO COMPLY WITH INDUSTRY-SPECIFIC REGULATIONS SUCH AS THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA), THE FEDERAL INFORMATION SECURITY MANAGEMENT ACT (FISMA) OR GRAMM-LEACH-BLILEY ACT (GLBA) SO CUSTOMER MAY NOT USE THE SERVICES IF PROVIDING SNAPPY WITH ITS CUSTOMER DATA WOULD VIOLATE SUCH LAWS.

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11.3. LIABILITY.

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11.3.1. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE. AS BETWEEN CUSTOMER AND SNAPPY, CUSTOMER IS SOLELY LIABLE FOR COMPLIANCE WITH ANY CORPORATE OR STATUTORY GIFTING POLICIES TO WHICH IT AND/OR ITS RECIPIENTS ARE SUBJECT.

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11.3.2 IN NO EVENT WILL SNAPPY’S AGGREGATE LIABILITY TO CUSTOMER FOR ANY LOSS ARISING OUT OF THIS AGREEMENT OR RELATING TO INCIDENT OR SERIES OF CONNECTED INCIDENTS RELATING TO THE SERVICES, INCLUDING WITHOUT LIMITATION UNDER ANY DPA, EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY CUSTOMER TO SNAPPY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT.

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11.3.3. THESE LIMITATIONS WILL APPLY WHETHER A LOSS ARISES UNDER CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN THESE JURISDICTIONS, SNAPPY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE LIMITATIONS SET FORTH IN THIS SECTION 11.3 WILL SURVIVE AND APPLY EVEN IF THE LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE AND UNDERSTAND THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES, REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES, AND ABSENT THESE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY, THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

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12. Indemnity

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12.1. Indemnification by Snappy. Snappy shall defend and indemnify Customer from any claims, damages, losses, liabilities and expenses (including reasonable, out-of-pocket, external legal fees) (each, a “Loss”) finally awarded or agreed in settlement asserted against a Customer arising from a third-party action claiming that the Services infringe any duly issued U.S. patent, copyright or trademark or misappropriate any trade secret (“IP Claim”). Notwithstanding the foregoing, Snappy shall have no liability or obligation hereunder with respect to any IP Claim arising directly or indirectly from (i) the use of the Services in combination with products, services, software, data or systems not provided by Snappy; (ii) any modification or unauthorized use of the Services or any breach of this Agreement by Customer; (iii) any Customer Content or Customer Data; (iv) instructions or directions provided by or on behalf of Customer; or (v) any Third-Party Services or open source software; or (vi) the failure to use corrections, enhancements or maintenance modifications provided by Snappy (collectively, “Infringement Exclusions”). In the event of an IP Claim that does not fall into the Infringement Exclusions, Snappy may, at its sole option: (a) procure for Customer the right to continue use of the Services as furnished; (b) modify the Services to make them non-infringing; or (c) if Snappy, after using commercially reasonable efforts, is unable to accomplish the foregoing remedies, terminate this Agreement and refund to Customer any prepaid but unused Subscription Fees calculated on a straight-line prorated basis for the remainder of the then-current Term. This section states Snappy’s sole and exclusive liability and Customer’s sole remedies for any threatened or actual infringement of proprietary rights.

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12.2. Indemnification by Customer. Customer shall defend and indemnify Snappy and its Affiliates and its and their respective officers, directors, employees, agents, successors, and assigns from and against any claims, damages, losses, liabilities or expenses (including reasonable, out-of-pocket, external legal fees) in connection with a third party action, arising out of, or relating to (i) breach of Customer’s obligations in connection with Claim Data as set forth in Section 8.2; (ii) breach of Customer’s representations and warranties set forth in Section 11.1 above; or (ii) Customer or an Admin’s other material breach of this Agreement or applicable law.

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12.3. Indemnity Procedures. The indemnified party will give the indemnifying party prompt written notice of any claim as to which these indemnification provisions apply; provided, however, that any delay in notification shall not vitiate the indemnifying party’s indemnification obligations unless the indemnifying party is materially prejudiced thereby. The indemnified party will reasonably cooperate with the indemnifying party and assist in the defense of such claim, at the indemnifying party’s sole cost. The indemnifying party, at its own expense, will have the right to select reasonably qualified counsel and shall have the right assume control of the defense and settlement of the claim. Upon request of the indemnified party, the indemnifying party will allow counsel for the indemnified party, to observe (but not participate or control) the defense at the indemnified party’s sole cost, and counsel for both parties shall cooperate with each other. The indemnifying party shall have the right to settle any indemnification claim, provided, however, that any settlement which (i) requires an admission of guilt or any equitable remedies; (ii) does not include a full release of liability for the indemnified party or (iii) involves a government agency as the third party asserting the claim, shall require the prior written consent of the indemnified party, such consent not to be unreasonably withheld or delayed.

13. Confidentiality.

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The parties shall hold in strictest confidence and will not use for any purpose unrelated to its performance of this Agreement or disclose to any third party, any Confidential Information of the other Party. The term “Confidential Information” means all non-public information that the other Party designates as being confidential, or which, by its nature or under the circumstances of disclosure, ought to be reasonably understood to be confidential. Confidential Information includes, but is not limited to, information concerning business methods, pricing, business plans, new product launches, new product development, customer and vendor information, internal policies and procedures, other financial information, technical information and design, information security and privacy materials, and the terms and conditions of this Agreement. Snappy’s Confidential Information shall include the Services. Neither Party shall disclose the other Party’s Confidential Information without the prior written consent of such other Party, except to its employees, contractors or agents who have a specific need to know such information and are under a written obligation of confidentiality at least as restrictive as contained in this section. Information will not be deemed confidential if it (i) was known to the receiving Party and was acquired through proper methods, prior to its receipt from the disclosing Party, as evidenced by written records of the receiving party; (ii) is now or later becomes (through no act or failure on the part of the receiving party) generally known through no breach of this Agreement by the receiving Party; (iii) is supplied to the receiving party by a third party that is free to make that disclosure without restriction; or (iv) is independently developed by the receiving Party without use of or reference to any Confidential information provided by the disclosing party. The restrictions on disclosure imposed by this section do not apply to information that is required by law or order of a court, administrative agency, or other governmental body to be disclose by the receiving Party, provided that in each such case (where legally permitted) the receiving Party provides the disclosing party with prompt written notice of such order or requirement and reasonably assists the disclosing party, at the disclosing Party’s expense, in seeking a protective order or other appropriate relief. Upon termination of this Agreement, each Party shall promptly cease all further use of Confidential Information. Upon written request, the receiving Party shall return to the disclosing Party all physical materials containing Confidential Information, whether the materials were originally provided by the disclosing party or copied or otherwise prepared by the receiving Party, and erase or otherwise destroy any Confidential Information kept by either Party in electronic or other non-physical form. The Parties acknowledge that the receiving Party will not be required to return to the disclosing party or destroy those copies of Confidential Information residing on the receiving Party’s backup or disaster recovery systems, or which must be maintained for regulatory or policy purposes; provided that such party continues to abide by its obligations under this section with respect to such retained Confidential Information. Termination or expiration of this Agreement will not affect each Party’s continuing obligations under this section. The receiving party hereby agrees that the disclosing party will be entitled, in addition to any other remedies available to it at law or in equity, to seek injunctive relief to prevent the breach or threatened breach of the receiving party’s obligations under this section, without any requirement to demonstrate irreparable harm or post a bond.

14. Governing Law

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14.1. Governing Law. The rights of the Parties hereunder will be governed by and interpreted in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any legal actions brought hereunder shall be brought exclusively in the federal and state courts serving the Borough of Manhattan, in the City and State of New York. The Parties agree to submit to the exclusive personal jurisdiction of the courts sitting within the County of New York in the State of New York for the purpose of litigating all such claims or disputes. In the event of any claim, action, or judicial proceeding arising under this Agreement, the prevailing Party will be entitled to recover reasonable attorneys’ fees and expenses incurred in resolving such claim, action or judicial proceeding.

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14.2. Jury Trial and Class Action Waiver. THE PARTIES AGREE THAT NEITHER PARTY HAS THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JURY. THE PARTIES AGREE THAT ANY DISPUTE ARISING OR RELATED TO THE SERVICES AND ALL CLAIMS BROUGHT AGAINST THE OTHER MUST BE BROUGHT IN SUCH PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING, EXCEPT TO THE EXTENT SUCH RESTRICTION IS PROHIBITED BY APPLICABLE LAW.

15. General

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15.1. Updates to the TOS. These TOS or portions thereof may be modified or revised from time to time by Snappy posting such changes on www.snappy.com/enterprise and indicating at the top of that page the date the TOS were last revised. Snappy will notify Customer of changes that materially adversely affect Customer’s use of the Services or its rights under the TOS via a notification in the Services or other reasonable means. Customer agrees to periodically review the TOS by clicking on the “Snappy Enterprise Terms of Service” link on the Site. Customer’s continued use of the Services after any such changes constitutes Customer’s acceptance of the new TOS. Customer will be subject to the version of the TOS in force at the time Customer sends a Gift. Unless the notice states otherwise, any updated TOS will become effective and binding the next business day after it is posted. If Customer objects, it may terminate the remainder of its then-current Subscription Term by providing notice of termination to Snappy within thirty (30) days of the publication date of the updated TOS. Customer shall be entitled, as its exclusive remedy, to a refund any pre-paid fees for the terminated portion of the applicable Subscription Term.

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15.2. Marketing. Subject to any marketing guidelines provided in writing by Customer, Snappy may use Customer’s company name and/or its logo on Snappy’s website and in its marketing materials and in other public or private communications to indicate that Customer is a client of Snappy.

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15.3. Assignment. Neither party may assign, delegate, or otherwise transfer this Agreement, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise without the other party’s prior written consent; except that each party may assign, delegate, or otherwise transfer this Agreement without such consent to an Affiliate or in connection with any merger, consolidation, reorganization, amalgamation, sale of assets, or any similar transaction, subject to the provision of written notice to other party within thirty (30) days of such assignment, delegation or transfer. Any attempt to assign, delegate or otherwise transfer this Agreement other than in accordance with this provision will be void.

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15.4. Compliance with Laws. Both Parties shall comply with all applicable local, state, national and foreign laws, rules, and regulations, including all applicable privacy and data security laws, export and import laws and regulations in connection with their performance, access, and/or use of the Services under this Agreement. Each Party represents that it, and its directors, officers, employees, and agents, have not taken, and during the term of this Agreement, will not take any action that would constitute a violation of the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, or any other anti-bribery or anti-corruption legislation of the United States, or any other jurisdiction in which Customer or Snappy conducts business.

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15.5. Export. The Services and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer shall not permit its Admin(s) to access or use the Services in a U.S. embargoed country or in violation of any U.S. export law or regulation.

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15.6. Severability. If any provisions of this Agreement are held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force.

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15.7. Notice. All notices under this Agreement (“Notices”) shall be sent in accordance with this Section 15.7. Notices relating to general customer support should be sent to help@snappy.com. Snappy will send Notices to Customer through the Services or to the email address provided by Customer in its Admin Account. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services. Any Notices of a legal nature, including but not limited to Notices of breach or initiation of legal proceedings must be clearly identified as legal Notices and sent by first class or certified mail to Customer’s Legal Department at the mailing address in Customer’s Admin Account and, to Snappy’s Legal Department at 33 Irving Place, #5021, New York, NY 10003, with a copy (which alone does not constitute legal Notice) to legal@snappy.com. All legal Notices must describe the nature and basis of the claim and the specific relief sought. Legal Notices will be deemed to have been duly given when delivered by hand; (ii) one (1) day after delivery by receipted overnight delivery; or (iii) three (3) days after being mailed by certified or registered first-class mail.

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15.8. Independent Contractors. The relationship of the Parties is that of independent contractors and nothing contained in this Agreement will be construed to make either Party an agent, partner, joint venturer, or representative of the other for any purpose. This Agreement for the sole benefit of the Parties and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy under or by reason of this Agreement.

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15.9. Force Majeure. Non-performance or delay by either Party (other than Customer’s payment obligations) will be excused to the extent failure to perform is beyond the reasonable control of the non-performing Party.

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15.10. Government Customers. The Software and accompanying documentation are "commercial computer software" and "commercial computer software documentation," respectively, with United States Government rights governed by DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

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15.11. Entire Agreement; Survival. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and replaces any prior understandings, written or oral, except to the extent such prior understandings are reflected in a mutually agreed and executed written document. Further, under no circumstances will the provisions of any document issued by Customer (including, but not limited to, any of Customer’s request for quotes or proposals, purchase orders, non-disclosure agreements, exhibits, vendor forms or registrations with terms that conflict with this Agreement) be deemed to modify, alter, or expand the rights, duties, or obligations of the Parties under this Agreement, regardless of any failure of Snappy to object to such terms, provisions or conditions. If there is any conflict between the terms of the Agreement and other mutually agreed and executed written documents, the Agreement shall prevail unless such document specifically indicates otherwise. Any provisions of the Agreement that, by their nature, survive termination of this Agreement for a party to assert its rights and receive the protections of this Agreement, will survive (including, without limitation, the confidentiality and ownership terms in the Agreement).

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