Snappy Terms
Snappy Lite Terms
SUMMARY:
● By creating a User Account accessing the Services, or by otherwise clicking a button, or checking a box, marked "Continue" or "Agree" (or something similar), or by accessing any other information, function, or service provided or enabled by us, you agree to accept these Terms and the Privacy Policy.
● You represent and warrant that you have read and understood the Terms and Privacy Policy and you agree to be bound by them.
● You acknowledge that these Terms constitute a binding and enforceable legal contract between you and Snappy and the Terms govern your use of the Services.
● If you are agreeing to the Terms on behalf of or for the benefit of a company, organization, or other entity, or another individual, then you represent and warrant that you have the necessary authority to agree to the Terms on behalf of that company, organization, other entity or individual.
● If you do not have that authority, or if you do not agree to the terms of the Terms, you must not accept the Terms and shall not use the Services.
● You may not access any Services if you are Snappy’s direct competitor, or to monitor the availability, performance or functionality of any Snappy products or services, or for any benchmarking or competitive purpose, except with Snappy’s prior written consent. These restrictions apply to everyone in your company or organization.
Please review our Privacy Policy for more information about how we collect, use, disclose and otherwise process Personal Data.
These Terms 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, NY 10003 (“we,” “us” or “Snappy”), and the company, organization, other entity, or individual on whose behalf you accepted these Terms and the Privacy Policy (“you”, “your” or “Customer”), as of the date you first accept the Terms by accessing the Services, or by otherwise clicking a button, or check a box, marked "Continue" or "Agree" (or something similar), or accessing any other information, function, or service provided or enabled by Snappy (“Effective Date”). Snappy and Customer are collectively the “Parties. By accepting these Terms and the Privacy Policy in the manner detailed above, Customer represents and warrant that it has read, understood and agrees to the Terms and acknowledges that the Terms (including the Privacy Policy) constitute a binding and enforceable legal contract between Customer and Snappy. If Customer disagrees or does not accept these Terms, Snappy does not grant and/or Snappy may immediately terminate Customer’s right to access or use the Services and Customer shall immediately stop using the Services.
THESE TERMS CONTAIN AN ARBITRATION NOTICE AND CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY, SINCE IT AFFECTS YOUR LEGAL RIGHTS. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW OR WHERE PROHIBITED BY LAW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION
In consideration of the mutual covenants and conditions contained herein, the Parties agree as follows:
1. Definitions
1.1. “Adjusted Gift Fee” means an amount that is equal to the value (as determined by Snappy in its sole discretion) of the Gift Claimed by the Recipient, and may include costs for pick and pack services, shipping and handling, and other related or ancillary costs, where applicable.
1.2. “Adjusted Service Fee” means the amount that is equal to a specified percentage of the Adjusted Gift Fee, which may cover, among other things, logistics, curation, customer support and personalized gift experience.
1.3. “Adjusted Taxes” means an amount equal to the lesser of (x) the total amount of Taxes (as determined by Snappy in its sole discretion) for the Gift Claimed by a Recipient and (y) the Estimated Taxes amount.
1.4. “Available Balance” means the amount of funds charged to Customer and available to Customer in its Snappy Gift Account to send Gifts. The Available Balance may include amounts available (i) after deducting the Total Adjusted Fees from the Total Estimated Fees or (ii) due to Gifts that have expired, were not Claimed or otherwise credited by Snappy.
1.5. “Authorized User” means any User who is authorized by virtue of such individual’s relationship to, or permissions from, Customer, to access and use the Services on Customer’s behalf pursuant to Customer’s rights under these Terms.
1.6. “Claim” means the selection and acceptance by a Recipient of a Gift received via our Platform from Customer or on Customer’s behalf through the Services.
1.7. “Customer Data” means any data provided by or for Customer to Snappy in connection with the Services. Customer Data excludes any Recipient Provided Data.
1.8. “Documentation” means online user guides provided and updated by Snappy via snappy.com.
1.9. “Enhancements” means the following: minor modifications, revisions, and corresponding Documentation with respect to the Services, including the addition of enhancements or improved performance made available by Snappy to the Services. Enhancements do not include the addition of new features not originally included as part of the Services.
1.10. “Estimated Gift Fee” means the amount that is equal to maximum value (as determined by Snappy in its sole discretion) of a Gift in the Gift Collection from which a Recipient may Claim a Gift, and may include costs for pick and pack services, shipping and handling, and other related or ancillary costs, where applicable.
1.11. “Estimated Service Fee” means the amount that is equal to a specified percentage of the Estimated Gift Fee, which may cover, among other things, logistics, curation, customer support and personalized gift experience.
1.12. “Estimated Taxes” means the amount of estimated Taxes based on the Estimated Gift Fee (as determined by Snappy in its sole discretion).
1.13. "Fees” means any fees paid or payable by Customer to Snappy pursuant to these Terms.
1.14. “Gift" means a product or service that is Claimed or may be Claimed in the Service by a Recipient from the Gift Collection.
1.15. “Gift Collection” means the collection of Gifts selected by Customer to be sent to a Recipient via our Platform from which the Recipient can select a Gift to Claim.
1.16. “Maintenance Modifications” means bug fixes, patches, modifications, or revisions to the Services that correct errors therein. Maintenance Modifications do not include new features not originally included as part of the Services.
1.17. “Payment Method” means the approved method provided by Customer or on its behalf to Snappy to charge for the Gift Collection sent to a Recipient and the applicable fees for the Gift a Recipient Claims. Payment Methods may include a credit card, Google Pay, Apple Pay, and Pay Pal, or any other authorized method, as may be updated from time to time.
1.18. “Personal Data” means any information relating to an identified or identifiable natural person that is Customer Data.
1.19. "Platform" means the Software that is made available to Customer as part of the Services that enables Customer to select and send a Gift Collection to a Recipient, manage Customer’s User Account, and enables the Recipient to Claim a Gift.
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.
1.21. "Recipient" means a User who receives an entitlement from a Sender to select a Gift from a Gift Collection via the Services.
1.22. “Recipient Provided Data” means any data provided directly by a Recipient to Snappy in connection with a Gift, including selection and delivery data. As between Snappy and Customer, Recipient Provided Data is the Confidential Information of Snappy. Recipient Provided Data excludes Customer Data.
1.23. “Sender” means a User who selects and sends an entitlement to a Recipient to select a Gift from a Gift Collection via the Services.
1.24. "Services" means, collectively and separately: the website made available at https://www.snappy.com/lite/overview and any of its sub-domains or related web addresses (collectively, the “Site”), the Platform (as defined above); as well as any service, content or material made available or provided via, or which is included in or related to the Site, and any service, content or material made available or provided to the User by Snappy or any of Snappy’s representatives.
1.25. “Snappy Gift Account” means the aggregated funds paid by Customer or on its behalf and held in reserve by Snappy in connection with the Services against which the Fees and other amounts can be drawn by Snappy when Customer’s Recipient Claims a Gift or when Snappy determines that other amounts are owed by Customer. The Snappy Gift Account is a service offered by Snappy but it is not a bank, fiduciary or interest bearing account of any kind.
1.26. “Software” means Snappy’s proprietary software programs and associated user interfaces and related technology that Snappy uses to provide the Services, and that Snappy makes available pursuant to these Terms, including any Enhancements and Maintenance Modifications thereto.
1.27. “Taxes” means the state and/or local duties, levies, tariffs, or other governmental taxes required to be withheld including, without limitation, any value-added, sales, use or withholding taxes, assessable by any state, federal or other governmental jurisdiction for the Gift to be sent to a Recipient, as determined by Snappy in its sole discretion.
1.28. “Terms” means the Snappy Light Terms and Conditions, including any exhibits, documents or URLs referenced herein.
1.29. “Total Estimated Fees” means the total of the Estimated Gift Fee, Estimated Taxes and Estimated Service Fee with respect to a Gift Collection that is sent to a Recipient.
1.30. “Total Adjusted Fees” means the total of the Adjusted Gift Fee, Adjusted Taxes and Adjusted Service Fee for a Gift Claimed by a Recipient, as adjusted to reflect the Recipient’s Gift selection and the Taxes calculated by Snappy (in it sole discretion) according to the Recipient’s delivery address.
1.31. "Vendor" means the third party offering one or more Products that are referenced on the Platform.
1.32. “Users” means any and all persons that access or use the Site and Services, including Customer. Users may be either a Sender or Recipient depending on how the Services are used. References to “access” and/or “use” of the Site (and any variations thereof) include the acts of using, accessing or browsing the Site, and accessing or using the Services.
1.33. "User Account" means the dedicated page on the Platform that Customer has created after entering certain information about Customer and accepting these Terms
Here’s how Snappy works:
Step 1 – Register a User Account
Step 2 – Select a Gift Collection
Step 3 – Enter your Recipient’s name & email address
Step 4 – Enter your payment information
Step 5 – Snappy sends a Gift notification to your Recipient
Step 6 – You Recipient Claims their Gift
2. Provision of Services & Responsibility
2.1. Software Services. Subject to these Terms (including payment of Fees), Snappy hereby grants Customer a limited, revocable, non-exclusive, worldwide, transferable right and license during the Term to access and use the Services in accordance with terms herein and any Documentation provided by Snappy from time to time. Customer may only use the Services for Customer’s internal business purposes, and not for the benefit of any other person or entity. Snappy shall provide to Customer the necessary network links or connections to allow Customer to use the Services; provided, however, that (i) Snappy may change Customer’s method of accessing the Services at any time, in Snappy’s sole discretion, and (ii) Customer shall be responsible, at its sole cost, for procuring all connectivity, equipment and software needed to access the Software.
2.2. Limitations. Customer shall not, and shall not authorize or permit any of its Authorized Users or Recipients to, (a) display, benchmark, encumber, distribute, assign, share, sell, pledge, rent, loan, or license rights to access and/or use the Services and/or the Software (except as expressly provided herein); (b) copy, modify, create derivative works, mimic, screen scrape, frame, mirror, disassemble, decompile or reverse engineer the Services and/or Software, or use any other means to discover their source code; (c) share identification or password codes with persons other than Authorized Users, or permit Customer’s account to be accessed by individuals who are not Authorized Users; (d) 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 and/or Software; (e) use the Services in any way not expressly provided for in these Terms; (f) use the Services in a manner that infringes the intellectual property, privacy, publicity or other rights of third parties; (g) remove any title, trademark, copyright, or restricted rights notices or labels form the Services; (h) access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures for, the Software and/or Services, or otherwise interfere with or disrupt the integrity or performance of the Services; (i) set, read, write, modify or delete any cookie on an Snappy-owned or operated web domain (including the Sites) or (j) expose Snappy to any malware, including viruses, worms, or other malicious computer programming codes that may damage Snappy or third-party systems or data. Customer shall be responsible for all activities that occur under Customer’s account and for all actions of Customer or its Authorized Users and both Customer and Authorized Users shall use the Site and the Services in accordance with these Terms and the Documentation. Customer shall immediately notify Snappy of any unauthorized use of Customer’s passwords or account, or any other breach of security that is known or suspected by Customer. Customer and its Authorized Users shall abide by all applicable local, state, national, and foreign laws and regulations in connection with their use of the Services, including any of the foregoing involving privacy and data security. Customer shall be responsible for any breach of these Terms by its Authorized Users. Notwithstanding anything to the contrary herein, Snappy may, in its sole discretion, immediately revoke the grant of rights contemplated in Section 2.1 if Customer breaches or threatens to breach the restrictions in this Section or creates other security or legal concerns. Customer hereby agrees that Snappy will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Customer’s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.
2.3. Updates, Support and Uptime. Snappy may modify or update the Services at any time, in its discretion. All updates provided to Snappy’s customers generally shall also be made available to Customer. After the effective date of such update, Snappy shall bear no obligation to run, provide or support legacy versions of the Services.
2.4. Registration. As part of the registration and account creation process, Customer will provide Snappy with certain registration information. Snappy reserves the right to deny creation of a User Account based on Snappy’s inability to verify the authenticity of Customer registration information. Customer and its Authorized Users shall be above the age of consent in the jurisdiction where the Services are provided. Customer shall be responsible for maintaining the security of its User Account and password. Customer shall ensure that all registration information provided will always be valid, correct, and up to date. Snappy will treat all acts performed through Customer’s User Account, including any acts related to Customer’s Snappy Gift Account, as being performed by Customer. Customer therefore accepts responsibility for all acts done using its User Account, whether or not authorized by Customer, including any payment order through any payment instrument (for example, credit card or PayPal), and Customer understands it may be held liable for losses incurred by Snappy caused by someone else using Customer’s User Account. If Customer become aware of any actual or suspected loss, theft, fraud, or unauthorized use of Customer’s User Account or User Account password, please contact Snappy immediately at help@snappy.com.
2.5. Communications. Customer consents, on behalf of itself and its Authorized Users, to receive electronic communications from Snappy (including, inter alia, via email), including notices about Customer’s User Account, such as password changes and information related to transactions. Customer agrees that any notices, agreements, disclosures or other communications sent by Snappy, either electronically by email, pop-up, phone, text or by posting notices on the Sites, or in any other way, will satisfy any legal requirements, including, inter alia, that such communications are in writing. Customer hereby acknowledges that it is Customer’s sole responsibility to maintain copies of any electronic communications from Snappy or with Snappy by printing a paper copy or saving a digital copy.
2.6. Snappy may also, and Customer consents to Snappy’s right to send Customer and its Authorized Users promotional communications via email, SMS, push notifications on the Platform or any other electronic means, including, but not limited to, newsletters, special offers, surveys and other information we think might be of interest to Customer. Authorized Users will have an option to opt out of receiving the promotional communications. To learn more, please visit Snappy’s Privacy Policy. Customer further consents to Snappy sending email notifications to a Recipient to inform them that Customer has selected a Gift for them and instruct the Recipient how to Claim a Gift.
2.7. Implementation and Access. Snappy shall provide Customer with non-transferable access credentials for the Services. Customer shall not (i) misrepresent or mask identities when using the Services or seeking access credentials; (ii) select or use as a username a name that is already in use or that utilizes the rights of a person or entity other than Customer without appropriate authorization; or (iii) select or use, as Customer’s username, a name that is offensive, vulgar or obscene. Customer shall safeguard all access credentials provided by Snappy and shall ensure the confidentiality and security thereof. Customer shall immediately notify Snappy of any known or suspected unauthorized use of Customer’s account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Customer login information.
2.8. Snappy Metrics. Snappy is always striving to improve the Services and the Software. In order to do so, Snappy collects and uses analytics techniques (including through machine learning techniques) to aggregate usage data, traffic patterns and similar information in connection with use of the Services (“Snappy Metrics”) or for other business purposes consistent with these Terms. Snappy may use Customer Data that is de-identified or aggregated for product improvement, benchmarking and system performance enhancements. For more information on these techniques and the type of data collected, please read Snappy’s Privacy Policy.
2.9.Customer Data. Customer represents and warrants that it has all necessary rights in the Customer Data and Customer grants to Snappy a non-exclusive, worldwide, royalty-free, transferable, and fully paid license to use, modify, adapt and distribute the Customer Data in connection with the Services or as otherwise expressly permitted herein. All rights, title and interest in and to the Customer Data not expressly granted to Snappy in these Terms are reserved by Customer. Customer represents and warrants that any Customer Data provided to Snappy as part of the Services will not (a) infringe or violate the rights of any third party or (b) be deceptive, defamatory, obscene or unlawful. Customer acknowledges that any use of the Services by Customer or its Authorized Users contrary to or in violation of the representations and warranties of Customer in this section constitutes unauthorized and improper use of the Services. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data. Customer acknowledges and agrees that the Customer Data may be shared with third parties as necessary to provide the Services to Customer, including to Vendors when necessary to facilitate the purchase or provision of gifts.
3. Proprietary Rights.
Snappy retains all worldwide right, title, and interest (including intellectual property rights) in and to the Site, Software and the Services, and all related Documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, and all derivatives, enhancements, modifications and improvements thereof and all intellectual property therein. The Site, Software and Services are copyrighted, trademarked, or otherwise protected, and owned or licensed by Snappy. Nothing in these Terms grants Customer or any Authorized User an express or implied right to use any Snappy Software, Services or intellectual property except as set forth in Section 2.1 above. All proprietary rights in the Services, including the Software and any Snappy Metrics, will be the sole and exclusive property of Snappy. Snappy retains the royalty-free right to use any suggestions, ideas, feedback, or other recommendations provided by Customer or Authorized users relating to the Services. Customer hereby grants Snappy the right to contact Customer and Authorized Users in connection with their use of the Services. Snappy may use Customer’s name and/or its logo on Snappy’s website and in its marketing materials to indicate that Customer is a client of Snappy. All other rights not expressly granted in these Terms are reserved by Snappy. With respect to any open source or third-party code that may be incorporated in the Services, such open source code is covered by the applicable open source or third-party license, if any, authorizing use of such code. Nothing in these Terms limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for such open source software.
4. Privacy.
Snappy may use Customer Data as needed to provide the Services, to create Snappy Metrics and for its other business purposes. Snappy shall act as the “Controller” of the Recipient Provided Data and as “Processor” or “Service Provider” of Personal Data, respectively. The terms Controller, Processor and Service Provider shall have the meanings ascribed to them in the applicable domestic and foreign laws, rules, directives and regulations, on any local, provincial, state, federal or national level, pertaining to data privacy, data security or the protection of Personal Data. Snappy’s collection and use of Personal Data shall be governed by Snappy’s Privacy Policy located at https://www.snappy.com/privacy (as amended from time to time) and the Snappy Data Protection Addendum (“DPA”) located at https://www.snappy.com/privacy/customer-DPA. Any updates to the Privacy Policy will be posted to the Site and will be effective immediately upon posting to the Site. It is Customer’s responsibility to review updates to the Privacy Policy to ensure that Customer acknowledges that Snappy processes Personal Data in accordance with the Privacy Policy. If there is any conflict between the Privacy Policy, these Terms, and the DPA, the DPA will govern, but only with respect to its subject matter.
5. Fulfillment & Terms of Sale.
5.1. Gift Selection. Customer, through the Service, may select a Gift Collection at a specified budget and other criteria to send to its intended Recipients. Once Customer has selected the Gift Collection, Customer will provide Snappy with the name and email address or phone number of the Recipient. Customer will not be required to provide a Recipient’s shipping address. The Recipient will receive an electronic notice from Snappy that they have been sent a Gift by Customer. Recipient will be able to Claim any Gift from the Gift Collection Customer selected while the Gift Collection remains available. The selected Gift will be shipped to the physical or, for digital gifts, to the e-mail address Recipient provides to Snappy via the Service.
5.2. Gift Terms. All Gifts are subject to the terms of the applicable Vendor’s terms for such Gift. All images of Gifts are for illustrative purposes only, and Gifts may vary from the pictures. Gifts are subject to availability. Although Snappy uses its best efforts to ensure that the availability, colors and details of the gift are correct, Snappy does not guarantee that i will match in every instance.
5.3. Physical Goods. All Gifts will be delivered in accordance with the applicable Vendor’s terms for such Gift, and the delivery of the Gift will be handled by a carrier engaged by the Vendor in its sole discretion. Snappy will use reasonable commercial efforts to provide to Customer, via the Platform, notice that a Recipient has Claimed their Gift and that the Gift has been delivered to its destination, however, Snappy does not control the delivery time or method of any Gift, and Snappy is not liable for any delivery or shipping issues or delays. The Recipient will be able to track estimated delivery times, and shipping updates (as provided to Snappy by the Vendor and its shipping carriers) through their User Account..
5.4. Electronic Goods and Services. The Services and certain Gifts may include links to third-party websites, resources or services. Customer acknowledges and agrees that Snappy is not responsible or liable for (i) the availability, terms or practices of such websites, resources or services, or (ii) the content, products or services available on or through such websites, resources or services, including that any information provided is complete, accurate or up-to-date. Links to such websites, resources or services do not imply any endorsement by Snappy of such websites, resources or services, or the content, products or services available on or through such websites, resources or services. Customer acknowledges sole responsibility for and assumes all risk arising from Customer’s use of any such websites, resources or services, or the content, products or services available on or through such websites or services.
5.5.Geographic Limitations. The Site is controlled and operated within the United States and is not intended for use outside of the United States. Customer is hereby prohibited from accessing or using the Site from anywhere the Site or any of the features, functionality, tools, content thereof, is illegal. If Customer chooses to access the Site from a location outside the United States, Customer does so at its own risk and it is solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content. Gifts may only be sent to Recipients within the United States, unless otherwise mutually agreed in writing with Snappy.
6. Payment Fees
6.1. Total Estimated Fees. When sending a Gift Collection, Snappy will display the Total Estimated Fees for the Gift Collection selected by Customer. At the time Customer selects a Gift Collection, Customer authorizes Snappy to charge its Payment Method for the amount of the Total Estimated Fees. Snappy estimates such fees because (i) the Gift Fee for the Gift that the Recipient ultimately Claims from the Gift Collection may be less than the maximum Gift Fee allotted for that Gift Collection; and (ii) the applicable Taxes may vary based on the Recipient’s Gift selection and delivery address. The Total Estimated Fees charged for such Gift Collection will be deposited to Customer’s Snappy Gift Account. Customer will be able to monitor its Snappy Gift Account by accessing the Platform.
6.2. Total Adjusted Fees. As Recipients Claim their Gifts, Snappy will deduct the applicable Total Adjusted Fees for such Gift from the funds deposited in Customer’s Snappy Gift Account and charge any remaining amount directly to the Customer’s Payment Method. Customer acknowledges that the amount billed by Snappy as the Total Adjusted Fees may vary due to the particular Gift Claimed by its Recipient(s) or changes in applicable Taxes, Tax estimates or other charges and Customer authorizes Snappy (or its third party-payment processor) to deduct the Total Adjusted Fees from Customer’s Snappy Gift Account. The Claim of a Gift by Customer’s designated Recipient will confirm Customer’s acceptance of such adjusted fees unless Customer cancels the Gift in advance of the Recipient’s Claim of the Gift.
6.3. Claimed, Cancelled and Expired Gifts. In the Customer’s User Account, Customer may cancel or expire any Gift prior to it being Claimed by a Recipient. If canceled or expired, a Recipient will not be able to Claim a Gift from that Gift Collection. Snappy further reserves the right to cancel any Gift Collection that has not been Claimed at any time and refund Customer any amounts Customer paid associated with such cancelled Gift Collection, including the Estimated Gift Fees, Services Fees and Estimated Taxes. Except as expressly provided in these Terms, all payments to Snappy are non-refundable and non-cancelable.
6.4. Available Balance The difference between the Total Estimated Fees and the Total Adjusted Fees may result in an Available Balance in Customer’s Snappy Gift Account. Snappy will first apply any Available Balance to the next Gift Collection that Customer selects and results in a Gift Claimed, unless Customer changes its payment settings in its User Account so the Available Balance does not carry over. In the event Customer’s Available Balance is insufficient to cover the Total Estimated Fees for the Gift Collections it has selected, Customer will provide a Payment Method for Snappy to charge the difference. Customer may choose to have an Available Balance refunded to its original payment method by contacting billing@snappy.com and requesting such a refund. Any funds refunded by Snappy will be returned to the original Payment Method from which they were deducted. Snappy does not pay interest on any Available Balance held in a Snappy Gift Account. Snappy will not refund to any Payment Method an amount greater than what was originally charged to that Payment Method.
6.5.Taxes. All fees displayed to Customer on the Platform 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; 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 Total Estimated Tax and Total Adjusted Tax amounts such that Taxes that are displayed to Customer on the Platform and charged to Customer’s Payment Method.
7. Term & Termination
7.1. Term. These Terms are effective as of the Effective Date and shall continue for a period of one year (“Initial Term”), unless earlier terminated as provided herein. Upon the expiration of the Initial Term, these Terms will automatically be renewed for one year (each such period a “Renewal Term”) unless one Party gives notice to the other Party at least thirty (30) days prior to the end of the Initial Term.
7.2. Termination for Cause. Either Party may terminate these Terms upon: (1) any material breach of these Terms by the other Party that is not cured within thirty (30) days following written notice thereof, provided that the notice and cure period for any non-payment hereunder shall be five (5) days; (2) the other Party becoming insolvent or bankrupt, liquidating or being dissolved, or ceasing substantially all of its business; or (3) a breach by the other Party of Section 2.1, 2.2, 9.4 or 11.3.
7.3.Obligations on Termination. Upon termination or expiration of these Terms, Customer will immediately stop all use of the Services and all applicable licenses and access granted to Customer shall automatically terminate and Customer shall cease any further use of Services or Snappy Confidential Information. 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. Within 60 days of termination of these Terms and upon written request from Customer, Snappy shall refund to Customer any Account Balance for Gifts that are unclaimed and canceled at the time of termination, and any excess amounts in Customer’s Snappy Gift Account.
8. Warranties & Liability
8.1. Limited Warranty. Each Party warrants that it has all necessary authority to agree to and perform its obligations under these Terms. Snappy represents and warrants that the Software will perform substantially in accordance with the Documentation when used in accordance with these Terms and applicable Documentation. Customer represents and warrants that (i) it owns, or has acquired the express license and written authority to use, all of the Customer Data as contemplated herein; (ii) the Customer Data and the receipt, collection, use and provision thereof shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights; (iii) the Customer Data were received, collected, used 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, unfair or deceptive practices, or United States trade or export restrictions, and any corporate gifting policies to which its Recipients are subject; (iv) it has obtained all necessary consents, approvals or other authorizations or permissions for, and has complied with its posted privacy policies and all third-party terms and conditions or privacy policies in connection with its receipt, use and/or provision of the Customer Data hereunder and (v) that none of the Customer Data contains any personally identifiable information or persistent identifiers from individuals under the age of 13.
8.2. Disclaimer. The Services are provided “as is.” Except as specifically provided in these Terms, 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 interrupted 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 the Gift, or from any content provided or posted on or through the Services. In addition to the foregoing, Snappy assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any content. Snappy is not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, electronic equipment, hardware, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Services, including any injury or damage to Users or to any person’s mobile device or computer related to or resulting from participation or downloading materials in connection with the Services.
8.3.Liability. Snappy will not be liable for any special, indirect, exemplary, punitive, incidental, or consequential damages of any nature. In no event will Snappy’s aggregate liability to Customer for any claim arising out of these Terms or relating to the Services, including without limitation under any DPA, exceed the aggregate amount of Fees paid by Customer to Snappy in the 12 month period preceding such claim. These limitations will apply whether a claim arises under contract, tort or any other theory of liability. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, 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 8 will survive and apply even if the limited remedy specified in these Terms 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 these Terms would be substantially different.
9. Indemnity.
9.1. Indemnification by Snappy. Snappy shall defend, indemnify, and hold harmless Customer from any loss or damages finally awarded or agreed in settlement arising from a third-party action claiming that the Services infringe on 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 (a) the use of the Services in combination with products, services, software, data or systems not provided by Snappy; (b) any modification or unauthorized use of the Services or any breach of these Terms by Customer; (c) any Customer Data; (d) instructions or directions provided by or on behalf of Customer; (e) any open source software or other third party materials; or (f) 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 these Terms and refund to Customer any prepaid but unused Annual 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.
9.2. Indemnification by Customer. Customer shall defend, indemnify and hold harmless Snappy and its officers, directors, employees, agents, successors, and assigns from and against any damages, liabilities, judgments, settlements, losses, costs or expenses of any kind, including reasonable attorneys’ fees, for a third-party claim or action arising out of (a) Customer Data; (b) Customer’s infringement of the intellectual property rights of any third party; (c) Customer or an Authorized User’s use or misuse of the Services; (d) Customer or an Authorized User’s breach of this these Terms; or (e) Customer or an Authorized User’s failure to comply with applicable laws, rules and regulations.
9.3. 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 competent counsel. 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 requires an admission of guilt or any equitable remedies shall require the prior written consent of the indemnified party, such consent not to be unreasonably withheld or delayed.
9.4.Confidentiality. The Parties and Authorized Users shall, during and after the Term, hold in strictest confidence and will not use for any purpose unrelated to its performance of these Terms 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, and the terms and conditions of these Terms. Snappy’s Confidential Information shall include its Services and/or Software. 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 restricted as contained in this section. Information will not be deemed confidential if it (a) was known ot 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; (b) is now or later becomes (through no act or failure on the part of the receiving party) generally known through no breach of these Terms by the receiving Party; (c) is supplied to the receiving party by a third party that is free to make that disclosure without restriction; or (d) 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 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 these Terms, each Party shall promptly cease all further use of Confidential Information, return to the other 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. Termination or expiration of these Terms 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 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.
10. Governing law and Dispute settlement;
ARBITRATION CLAUSE AND CLASS ACTION WAIVER
THIS SECTION REQUIRES CUSTOMER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SNAPPY AND LIMITS THE MANNER IN WHICH CUSTOMER CAN SEEK RELIEF FROM SNAPPY. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT. IN ADDITION, ARBITRATION PRECLUDES CUSTOMER FROM SUING IN COURT OR HAVING A JURY TRIAL.
10.1. Agreement to Binding Arbitration. In the event of a dispute (whether in contract, tort, statute or otherwise) arising under or relating to these Terms, the Snappy Personal Service or any other products or services provided by Snappy (each, a “Dispute”), such Dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”), except as otherwise explicitly set out in this Terms.
10.2. Exceptions to Arbitration. The Parties agree that neither Party will have the right to litigate such dispute in court before a judge or jury, except for small claims disputes in which a Party seeks to bring an individual action in small claims court located in Borough of Manahattan, New York City, NY, or disputes in which Snappy seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property.
10.3. Arbitration Rules; Governing Law; Forum Selection. All Disputes will be resolved before a single, neutral arbitrator located in New York, New York, whose decision will be final except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website. Each Party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Customer acknowledges and agrees that Customer either has read and understands the JAMS Rules or waives its opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason. The arbitration may be conducted pursuant to JAMS rules in person, through the submission of documents, or utilizing desk, phone or video conference proceedings where appropriate and permitted to mitigate costs of travel.
10.4. Governing Law. These Terms shall be governed by, and interpreted in accordance with, the law of New York exclusive of its choice of law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Customer’s conduct may also be subject to other local, state, and national laws. The Party’s agree that the state or federal courts of the State of New York and the United States sitting in the county of New York in the State of New York, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award or in the event the agreement to arbitrate is found not to apply to Customer or to a particular claim or dispute. Any dispute between the Parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in state and federal courts sitting in the City of New York in the 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.
10.5. Remedies; Injunctive Relief. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The Parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The Parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in these Terms will prevent Snappy from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Snappy’s proprietary interests.
10.6. Confidentiality. The arbitrator and each of the Parties will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
10.7. Time Barred Claims. Any cause of action arising out of relating to the Services must be brought within one (1) year of the date such cause of action arose, otherwise, the claim is permanently barred, which means that the Parties will not have the right to assert the claim. For the avoidance of doubt, the foregoing time limitation shall not apply to claims related to (i) Customer’s payment obligations under these Terms or (ii) either party’s liability for infringement of the other party’s intellectual property rights, which claims shall be subject to the relevant statute of limitations under applicable law.
10.8. Jury Trial and Class Action Waiver. THE PARTIES AGREE THAT NEITHER PARTY HAS THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR 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
11. General
11.1. Updates to the Terms. These Terms or portions thereof may be amended by Snappy from time to time in its sole discretion. Snappy will post changes to these Terms on snappy.com/termsandconditions/lite and will indicate at the top of that page the date the Terms were last revised. If Customer has an active User Account, Snappy will notify Customer of material changes via an email, a notification on the Platform, or other reasonable means. Unless the notice states otherwise, the updated Terms will become effective and binding on the next business day after it is posted. Customer may read a current, effective copy of these Terms at any time by selecting the “Snappy Lite Terms of Service” link on the Site and should periodically check for updates. Customer’s continued use of the Services after any such changes constitutes Customer’s acceptance of the new terms. If Customer does not agree to abide by these Terms or objects to any future amendments to these Terms, Customer should provide notice of termination to Snappy and Customer should not use or access (or continue to use or access) the Services after the Termination Date.
11.2. Assignment. Customer not may assign, delegate, or otherwise transfer these Terms, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise without Snappy’s prior written consent; except that Customer may assign, delegate, or otherwise transfer these Terms without such consent to an affiliate or in connection with any merger, consolidation, reorganization, amalgamation, sale of assets, or any similar transaction, provided that Customer has provided written notice to Snappy within 30 days of such assignment, delegation or transfer. Any attempt to assign, delegate or otherwise transfer these Terms other than in accordance with this provision will be void.
11.3. 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 these Terms. Each Party represents that it, and its directors, officers, employees, and agents, have not taken, and during the term of these Terms, 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.
11.4. Export. The Services and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use the Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Syria or Crimea) or in violation of any U.S. export law or regulation.
11.5. Severability; Notice. If any provision of these Terms are held by a court of competent jurisdiction to be contrary to law, the remining provisions of these Terms will remain in full force. Notices to Snappy, including but not limited to notices of breach or initiation of arbitration (“Notice”), must be clearly identified as legal notices and sent by first class or certified mail to Snappy Legal Department, 33 Irving Place, #5021, New York, NY 10003, with a copy to legal@snappy.com. Snappy will send Notices to Customer to the address and email address provided by Customer in its User Account. All Notices must describe the nature and basis of the claim and the specific relief sought.
11.6. Independent Contractors. The relationship of the Parties is that of independent contractors and nothing contained in these Terms will be construed to make either Party an agent, partner, joint venturer, or representative of the other for any purpose. These Terms is 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 these Terms.
11.7. Force Majeure. Nonperformance 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.
11.8. Entire Agreement; Survival. These Terms, together with any URLs contained herein, and any exhibits, constitute 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 request for quotes or proposals, purchase orders, non-disclosure agreements, Customer exhibits to these Terms, and vendor forms or registrations with terms that conflict with these Terms) be deemed to modify, alter, or expand the rights, duties, or obligations of the Parties under these Terms, regardless of any failure of Snappy to object to such terms, provisions or conditions. If there is any conflict between the terms of these Terms and other mutually agreed and executed written document, these Terms shall prevail unless such document specifically indicates otherwise. Any provisions of these Terms that, by their nature, survive termination of these Terms for a party to assert its rights and receive the protections of these Terms, will survive (including, without limitation, the confidentiality and ownership terms in these Terms).
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