BY USING THE SNAPIFY SOLUTION, YOU INDICATE YOUR AGREEMENT WITH THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT USE THE SNAPIFY SOLUTION.
Snapify Solution. Snapify retains and shall always retain all rights and titles to its unique, proprietary software in the field of events’ post-photoshoot processing platform and related services, including but not limited to the external device (“Snapify Device”) SD card, Snapify web and mobile applications, and Snapify website, together with any and all subsequent updates, upgrades, enhancements, new features, customizations, bug fixes, modifications, amendments, new features, new releases, additions, revisions, alterations and new versions thereto, and all accompanying and associated know-how, information, documentation and instructions, and any additional software which may be provided to you from time to time (the “Snapify Solution”).
Grant of Limited Rights. Subject to all of the terms of this Agreement, Snapify hereby grants you, during the Term, a non-exclusive, personal, non-transferable, non-assignable, limited and revocable right to use the Snapify Solution, and any updates, if and as shall be provided by Snapify from time to time, for your internal business purposes only. You agree to use the Snapify Solution and service for legal purposes only, (the “License”). You may not sub-license, redistribute, enable or allow others to use or access the Snapify Solution in any way. There are no, nor will there be, any implied licenses.
Intellectual Property Rights. The Snapify Solution is proprietary and copyrighted. Snapify shall own all intellectual property rights in the Snapify Solution and in any modifications, enhancements, updates, upgrades, new versions, additions, revisions, alterations or amendments of the Snapify Solution. The Snapify Solution is not sold to you and Snapify reserves all rights not expressly granted under this Agreement. You acknowledge and agree that the Snapify Solution, and any related know-how, methodologies, equipment, processes, updates, upgrades, modifications, enhancements and derivative works and, including without limitation all patent, copyright, trade secret, trademarks, trade names, service marks and other proprietary rights therein (“Proprietary Rights”), are and shall remain the sole and exclusive property of Snapify. You have, and shall have, no right, title or interest in and to the Snapify Solution with respect to Proprietary Rights, other than the rights expressly set forth in Section 3. For avoidance of any doubt, it is hereby clarified and agreed that this Agreement does not and will not transfer or grant any title in the Snapify Solution. If the Snapify Solution or any portion thereof are modified, merged, incorporated or combined into any software, hardware, or data, or are converted or translated into another format, they shall continue to be subject to the provisions of this Agreement and Snapify shall fully retain their ownership. You hereby undertake not to assert, contest or dispute the validity of, or contest Snapify’s ownership of any patents, copyright, trademarks, trade names, whether registered or not, or any other registration thereof, or other proprietary right of Snapify pertaining to the Snapify Solution. This section shall survive termination of this Agreement.
Restrictions. By using the Snapify Solution you agree to maintain the copyright notice and any other notices and not to reproduce any trademark or other proprietary notices that appear on the Snapify Solution, on any copies and any media. You further agree not to (and not to allow or enable any third party to): (i) directly or indirectly modify, change, translate, decompile, disassemble, reverse compile or reverse engineer, make error correction or attempt to discover any source code or underlying ideas or algorithms of the Snapify Solution or make any attachments to the Snapify Solution or any portion thereof, (ii) modify, copy or create derivative works based on the Snapify Solution (including, without limitation, subject the Snapify Solution, in whole or in part, to any open source licensing terms in any way), (iii) provide, sell, give, rent, lease, lend, loan, disclose, publish, assign, sublicense, market, distribute, transfer, grant or convey other rights whatsoever in the Snapify Solution to any third party, (iv) use the Snapify Solution in violation of any US or any other applicable laws or regulations, or allow the transfer, transmission, export, or re-export of the Snapify Solution or any portion thereof, (v) process data or information for, or on behalf of, any third party using or having any manner of access to the Snapify Solution, (vi) use the Snapify Solution to create or develop or attempt to create or develop any software or product which competes or may compete with the Snapify Solution, (vii) remove or circumvent any protection or other restrictive technology mechanism of the Snapify Solution, (viii) use the Snapify Solution for purposes of providing a service bureau, including without limitation, providing third-party hosting, or third-party application integration or application service provider-type services, or any similar services, (ix) disclose any part of the Snapify Solution including but not limited to the results, characteristics and capabilities of the Software’s performance benchmarks to any third party without Snapify’s express prior written consent, (x) expose or make available to any third party (and in particular, to any vendor, supplier, other service provider or anyone on such party’s behalf), any part of the user interface of the Snapify Solution, or give access to the Snapify Solution to any such party, (xi) distribute, broadcast or store any information or content that violates any law, including, but not limited to intellectual property laws, patents, trademarks, trade secrets, etc, (xii) use any type of robot, virus, worm, Trojan horse, or any other code or software or instructions which are intended to be used to provide a means of secretive or unauthorized access or are intended to alter, delete or disassemble or cause any other damage to the Snapify Solution, software, website, application or the company, or any other third party, and will not take any action that prevents in one way or another or interferes with the normal performance of another person’s use of the software, or (xiii) otherwise use the Snapify Solution for any purpose other than those stipulated in this Agreement or in any manner not expressly authorized by this Agreement.
You undertake to monitor the contents uploaded to the Snapify Solution by your employees, or any other person on your behalf, and to bear full responsibility according to any law for these contents. It is clarified that Snapify does not maintain any supervision over the content uploaded by you. You also undertake to keep the means of identification and passwords used by you confidential, and to supervise your employees or any other person on your behalf with access to the means of identification and passwords.
You hereby undertake to inform your customers of the essence of this Agreement, and to include in the contract between you and your clients provisions regarding the limited liability of Snapify, in compliance with the provisions outlined in these Terms..
Term and Termination. The term of these Terms (“Term”) will commence from the first day you began using the Snapify Solution and will remain in effect until full usage of the credit you are entitled according to the package purchased by you. Notwithstanding the above, and without derogating from Snapify’s rights, Snapify may terminate your right to use the Snapify Solution effective immediately if: (i) you breach any of the terms of the this Agreement; (ii) you make an unauthorized use of the Snapify Solution, or of any part, portion or module thereof, in breach of Section 3, Section 4 or of Section 5, or you attempt to or in fact transfer or assign any of your rights, liabilities or obligations under this Agreement contrary to the provisions of this Agreement; (iii) the provision of the Snapify Solution to you is prohibited by applicable law, or has become impractical or unfeasible for any legal, regulatory or other reason; (iv) The provision of the Snapify Solution to you is prohibited or not possible, according to an action by any governmental authority; or (v) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets, failure or inability to continue your business activities, assignment for the benefit of creditors, or if you become the subject of a voluntary or involuntary bankruptcy or similar proceeding. Upon termination as set forth above, for any reason or for no reason, all of your rights under this Agreement shall immediately terminate. Except as otherwise expressly provided herein, the terms of Sections 4, 5, 6, 7, 9, 10, 11, 12 and 13 and any provision which by its nature survives the termination of this Agreement, shall survive termination of this Agreement. Termination is not an exclusive remedy and all other remedies available under applicable law or in equity will be available to Snapify whether or not termination occurs. For the avoidance of doubt, Snapify is also entitled, upon its sole discretion, to temporarily or permanently, according to the said circumstances in this Section 6, prevent the access to the Snapify Solution, in the circumstances aforementioned in the section, as well as due to the need for maintenance, updating, upgrading or similar actions in connection to the Snapify Solution
Indemnification. You agree to indemnify and hold Snapify and its subsidiaries, parent companies, affiliates, directors, officers, employees, representatives, agents, partners or business associates, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out or in connection with: (1) your violation of these Terms; (2) your access to the Snapify Solution and/or engagement with Snapify; (3) your infringement of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (4) any products or services provided by You to any third party; (5) any data or information of Yours or of any third party, including any loss or destruction of information.
Delivery of the Snapify Device. The delivery date specified in the order confirmation is an estimated date. Snapify will make reasonable efforts to meet the requested delivery dates and will update you according to the circumstances. Technical Support. During the Term, Snapify’s helpdesk personnel shall receive email and phone support requests in connection with errors in the Snapify Solution, during operating hours, i.e. Sunday – Thursday, between the hours of 9:00 – 19:00; Friday and evening Holiday, between the hours of 09:00 – 14:00. Snapify makes efforts to deal with the problem within 24 hours from receiving an error report, and also – regarding problems that were reported outside of operating hours – as long as they are critical problems, problems that disable and prevent carrying out business within 12 hours from receiving an error report; if the error report is given two hours before the end of operating hours on any business day, Snapify will make efforts to provide a response by 12:00 on the following business day. Snapify is not obliged to repair the Snapify Device It is clarified that no service will be provided if the Snapify Solution has been transferred for any reason to a third party, whether sold, rented, loaned, etc., or if it was used in violation of the provisions of this Agreement.SNAPIFY HAS ABSOLUTELY NO OBLIGATION TO PROVIDE ANY ADDITIONAL SUPPORT UNDER THESE TERMS OR IN CONNECTION WITH THE SNAPIFY SOLUTION AND/OR THE LICENSE
Limited Warranty, Disclaimer and Limitation of Liability.
9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SNAPIFY SOLUTION IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. FURTHER, SNAPIFY DOES NOT WARRANT RESULTS OF USE, THAT THE SNAPIFY SOLUTION IS BUG OR ERROR FREE OR THAT THE SNAPIFY SOLUTION WILL BE PROTECTED AGAINST VIRUSES OR ANY NETWORK INTRUSION OR SECURITY BREACH, THAT THE SNAPIFY SOLUTION WILL FUNCTION AT ALL TIMES, THAT THE SNAPIFY SOLUTION WILL NOT HAVE OR MAKE ERRORS, OR THAT ITS USE OR THE USE OF YOUR LOCAL NETWORK WILL BE UNINTERRUPTED. SNAPIFY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR AFFILIATES EXPRESSLY DISCLAIM ALL OTHER WARRANTIES NOT PROVIDED HEREIN, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, EFFECTIVENESS, COMPLETENESS, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR
PERFORMANCE, OF THE SNAPIFY SOLUTION, REMAINS WITH YOU. SNAPIFY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR AFFILIATES WILL NOT BE LIABLE IN ANY WAY TO YOU OR ANYONE ON YOUR BEHALF IN CONNECTION WITH ANY DAMAGE CAUSED BY SNAPIFY, THE SNAPIFY SOLUTION OR OUTPUTS, INCLUDING, BUT NOT LIMITED TO ANY BODILY OR PROPERTY DAMAGE CAUSED BY THE USE OF SNAPIFY’S SOLUTION. SNAPIFY WILL NOT BE LIABLE FOR ANY DAMAGE CAUSED BY THE USE OF SNAPIFY’S SOLUTION, THE OUTPUTS OF THE SNAPIFY SOLUTION, YOUR ENGAGEMENT WITH YOUR CLIENTS/ANY OTHER THIRD PARTY OR THE MATERIALS YOU PROVIDE ANY OF THEM.
9.2 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER SNAPIFY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BUSINESS INTERRUPTIONS, LOSS OF PROFITS, BUSINESS OPPORTUNITIES, BUSINESS INFORMATION, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF SNAPIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR IN CONNECTION WITH THE SNAPIFY SOLUTION OR THE USE OR INABILITY TO USE THE SNAPIFY SOLUTION AND/OR THIS AGREEMENT, FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF WHETHER EITHER PARTY HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, WHETHER OR NOT BASED ON TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OR ANY OTHER THEORY.
IF, AS A RESULT OF A CLAIM OR SUIT BY YOU, OR ANYONE ON YOUR BEHALF, OR BY ANY THIRD PARTY, A COMPETENT COURT OF LAW RULES THAT SNAPIFY IS LIABLE FOR ANY DAMAGE, AND AS A RESULT OF SUCH RULING, YOU OR ANYONE ON YOUR BEHALF OR ANY THIRD PARTY IS ENTITLED COMPENSATION FROM SNAPIFY, SNAPIFY’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU IN EXCHANGE FOR THE RIGHT TO USE THE SNAPIFY SOLUTION, AND YOU AGREE TO INDEMNIFY SNAPIFY IN ANY AMOUNT RULED THAT EXCEEDS THE SAID AMOUNT.
YOU WILL HAVE SOLE RESPONSIBILITY FOR ALL ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH OR HAVING ANY CONNECTION TO THE SNAPIFY SOLUTION. YOU WILL NOT MAKE ANY CLAIM AGAINST SNAPIFY FOR LOST DATA, RERUN TIME, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM THE SOLUTION.
The Information Generated through the Snapify Solution.
Safeguard of Information and Non-Disclosure. You expressly acknowledge that the Snapify Solution is confidential and proprietary to Snapify, and agree to maintain the Snapify Solution and information regarding its characteristics, capabilities, performance benchmark, user interface, design and implementation as confidential information, using at a minimum the same degree of care, but not less than reasonable degree of care, as is used for your own trade secrets, and not to disclose it to any third party without Snapify’s prior, written, explicit authorization, as applicable, other than as explicitly provided herein. You will not use the Snapify Solution for any other purpose not expressly permitted by this Agreement. The forgoing shall not apply to any information that (i) you can prove by written records that it is available in the public domain, not as a result of the actions on your part or by anyone on your behalf, including representatives or employees or clients, (ii) was known to and/or developed by you prior to its receipt from Snapify, or (iii) that was lawfully received by you from a third party without obligation of confidence. You agree to ensure that each of your employees, representatives, agents and/or clients will comply with the provisions contained in this section.
11.1 You agree and acknowledge that you shall be responsible to secure all the information that will be generated through the Snapify Solution (the “Information”). You agree to take all the required measures in order to ensure that the Information shall be kept, preserved, secured and/or destroyed as is or will be required under the applicable laws and regulations in your territory, including taking all the security measures required in order to ensure that your servers on which the Information shall be stored may not be accessed by unauthorized persons. Snapify shall not bear any liability and/or responsibility in such respect.
11.2 You agree to comply with all the regulatory and applicable laws with respect to the use of the Snapify Solution, including with respect to the gathering of the Information through the Snapify Solution (including with respect to the type of Information that would be gathered), and Snapify shall not bear any liability and/or responsibility in such respect.
11.3 You agree to obtain any and all consents required under any applicable laws, regarding any personal information of others which is part of the content uploaded by you to the Snapify Solution, including with respect to the uploading of any photos, and to adhere to any applicable state and federal laws regarding such information.
Miscellaneous.12.1You agree to be reference client and to be mentioned as Snapify’s client, and to issue joint press release for choosing the Snapify Solution.
1 Entire Agreement. This Agreement constitutes the entire agreement between Snapify and you with respect to the subject matter hereof, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Snapify and you with respect to the subject matter hereof.
13.2 Construction. Section headings are provided solely for reference purposes and in no way define, limit, interpret or describe the scope or extent of such section or in any way affect this Agreement.
13.3 Exercise of Rights; Severability. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
13.4 Assignment. Neither the Agreement nor the rights granted hereunder may be assigned by you without the prior, written consent of Snapify; any attempt to do so shall be void. Snapify may assign this Agreement in whole or in part, provided that your rights and obligations hereunder shall not be derogated. This Agreement will be binding on any successor and assign of each party, including without limitation, a surviving entity in a merger or acquisition to which any of the parties hereto is a party.
13.5 Notices. Notices to you may be made via facsimile, e-mail or regular mail. Notices shall be effective on the business day sent if delivered personally or via facsimile or e-mail (except where a notice is received stating that such mail has not been successfully delivered), or four (4) business days after post-marking if sent by certified or registered mail.
13.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the laws of Delaware. The competent courts in Delaware shall have sole and exclusive jurisdiction regarding any dispute or claim arising hereunder.
13.7 Force Majeure. Snapify shall not be liable to you for any delay in the performance of any of its duties or obligations if such delay is caused by a labor dispute, strikes, other labor trouble, shortage of labor or market shortage of materials, epidemic, fire, earthquake, war, acts of terrorism, riots, malicious acts of damage, acts of any government authority, failure of the public electricity supply, public calamity, flood or any other event beyond the control of Snapify.
13.8 Relationship between the Parties. Nothing contained herein shall be construed to constitute Snapify and you to be partners, co-venture, co-develop agency or joint ventures with or agents for one another. Neither Snapify nor you shall have the authority to, nor shall either, obligated or bind the other in any manner whatsoever.
13.9 Remedies. The rights and remedies under this Agreement are cumulative. You hereby acknowledge that the Snapify Solution contains valuable trade secrets, Proprietary Rights and proprietary information of Snapify, that any actual or threatened breach of the licenses granted herein will constitute immediate, irreparable harm to Snapify for which monetary damages would be an inadequate remedy and that injunctive relief or other appropriate equitable relief is an appropriate remedy for such breach.