Last Updated: January 28, 2015
A. GENERAL TERMS AND CONDITIONS
- Certain Definitions. Certain capitalized terms are defined above and in the body hereof. Certain other capitalized terms are set forth below. As used herein, “we,” “us,” and “SnapRetail/SnapRx” means SnapRetail, LLC.
“Affiliate” means with any organization that has some relationship or partnership with SnapRetail/SnapRx, including, but not limited to content sharing, technology integration, lead generation or reselling.
“Consumer” means the customer or prospect that the Subscriber is marketing to using the Services.
“Content” means content, text, templates, layouts, themes, images, video and audio, multimedia, notes, ideas, suggestions, concepts or other material including, without limitation, copyrightable works under applicable Law.
“Email Send” means the discrete act of sending one email to one Consumer.
“Effective Date” means the earlier date of when (i) Subscriber enters into this Agreement by providing assent via the appropriate click-through action on the Site, or (ii) the date of Seller’s initial registration for a Seller account on the Site.
“Intellectual Property Right” means any patent, copyright, trademark, moral right or trade secret right and any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
“Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority (federal, state, or provincial level, as applicable) of competent jurisdiction.
“Payment Terms” means the monetary terms that the Subscriber accepts to purchase a license to use the Service.
“Person” means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division or other entity, whether or not having distinct legal existence.
“Promotional Codes” mean any code offered by SnapRetail/SnapRx to reflect discounted fees for a Service, which Subscriber shall receive through marketing materials distributed through SnapRetail/SnapRx or through the Seller.
“Seller” means the person representing SnapRetail/SnapRx who sold the Services to Subscriber.
“Service Terms” means the service terms specific to each Service and made a part hereof upon the date you elect to register for the Service and any subsequent modifications thereof.
“SnapRetail/SnapRx Site” means that website, the primary home page of which is www.SnapRetail/SnapRx.com (and any successor or replacement of such website).
“Technology” means any (i) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction, (ii) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials, and (iii) software, hardware, code, technology or other functional item.
“Subscription Term” means the length of time that a Subscriber has licensed Services. SnapRetail/SnapRx provides two subscription terms, Quarterly and Annual.
“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under any Laws.
“Your Materials” means all Technology, Your Trademarks, Content, Product information, data, materials and other items provided or made available by you or your affiliates to SnapRetail/SnapRx or its Affiliates.
“Your Product” means any product that is marketed by you through, the Services.
“Your Trademarks” means Trademarks of yours that you provide to us (a) in non-text form for branding purposes, and (b) separate from (and not embedded or otherwise incorporated in) any Service-specific information or materials.
- Authority; Registration Information; Password Security. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity hereto, in which case “you” or “your” shall refer to such entity.
SnapRetail/SnapRx makes its service available only if you have paid a fee, or had an Affiliate pay a fee on your behalf, and created a SnapRetail/SnapRx ID and password or other login ID and password (“Log-In Information”).
To register as a SnapRetail/SnapRx.com Subscriber, you must complete the registration process for the Site and any additional Services to which you would like to subscribe or purchase. We reserve the right at any time to modify or cease providing some or all of the Services at our sole discretion and without notice.
Any password which you provide or we provide to you may be used only during the Subscription Term to access the Site to use the Services. You are solely responsible for maintaining the security of your Log-In Information. If your Log-In Information is compromised, you must immediately notify us and change your password. Third parties with knowledge of your Log-In Information can gain access to your account information on the Site take actions for which you shall be held accountable and liable. SnapRetail/SnapRx is entitled to, and shall, assume that any person using the Site and Services under your Log-In Information is you and you are liable and responsible for all actions made under your Log-In Information. SnapRetail/SnapRx shall NOT be responsible whatsoever if your Log-In Information is used by an unauthorized entity or misappropriated by a third party. SnapRetail/SnapRx reserves the right to terminate accounts, refuse to provide services, remove or edit Content or cancel orders in its sole discretion.
For purposes of identification and billing, you agree to provide SnapRetail/SnapRx with accurate, complete and updated information required by the Site registration (“Registration Data”), including your legal name, business name, street address, telephone number(s), working email account information and applicable payment data (if any). You may check to determine whether your Registration Data is current and accurate, and, if not, to correct or update your Registration Data. Failure to comply with this provision (including, without limitation, falsification of any Registration Data) may, in SnapRetail/SnapRx’s sole discretion, result in immediate suspension or termination of your right to use the Services. If you provide any information that is untrue, inaccurate, not current or incomplete, SnapRetail/SnapRx has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
- Service Fee Payments. SnapRetail/SnapRx and Subscriber may from time to time detail additional terms specific to a Service or a specific use, or period of use, of a Service in separate writing (an “Offer Agreement”) which shall be considered part hereof. Such Offer Agreement may detail specifically, without limitation, product information, pricing, fees, costs, discounts, special promotion terms, quantities, minimums, maximums, deadlines, restrictions, inclusions, exclusions, conditions of sale, and/or return policies, etc. If there is any conflict between the terms and conditions contained in any Offer Agreement and the terms and conditions contained herein (including all applicable Service Terms), the terms and conditions herein will govern and control, unless such Offer Agreement specifically refers to amending or superseding this Agreement by name in such conflicting language.
3.1. Fees. You are responsible for the fees set forth in the applicable Service Terms and/or Offer Agreement, subject to any discounts available through applicable Promotion Codes. You are responsible for all of your costs and expenses in connection herewith, unless the applicable Service Terms provide otherwise. You shall pay all fees or charges to your account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You shall provide SnapRetail/SnapRx with a valid credit card as a condition to signing up for any Service with the exception of the provision of a service that is provided for free (“test drive”) or a service that is paid for by an Affiliate. If you receive special discounts or other compensation through an Affiliate, those benefits may not be available if you cease to continue to be a Subscriber of the Affiliate, in which case standard rates will apply.
3.2. Billing and Renewal. SnapRetail/SnapRx charges and collects in advance for use of its Services. Following the expiration of your initial service purchase, SnapRetail/SnapRx shall automatically renew your service and bill your credit card at the beginning of each recurring period for the standard list payment as pricing option you selected when you started the service, or the most recent pricing option selected if you change the Services or Term. The renewal charge shall be equal to the fees in effect at the time, unless SnapRetail/SnapRx has given you a Promotion Code or some other promotional discount. Fees for other Services shall be charged on an as-quoted basis. You agree that if we are unable to collect the fees you owe us, we may take any other steps we deem necessary to collect such fees from you, and that you shall be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, court costs and attorneys’ fees. Any amounts not paid when due shall bear interest at the rate of 1.5% per month, or the maximum legal rate, if less. SnapRetail/SnapRx shall be entitled to withhold performance and discontinue services until all amounts due are paid in full. SnapRetail/SnapRx’s fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies or duties, excluding only United States taxes based solely on SnapRetail/SnapRx’s income. You agree to provide SnapRetail/SnapRx with complete and accurate billing and contact information. This information includes your legal company name, street address, email address and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, SnapRetail/SnapRx may terminate your access to the Service in addition to any other legal remedies.
3.3 Continuation of Services. In order to ensure that you do not experience an interruption or loss of Service, SnapRetail/SnapRx automatically renews the Subscription to your Services. The automatic renewal renews the applicable Service for a renewal period equal in time to the most recent Service Term. Therefore, unless you cancel your Subscription, SnapRetail/SnapRx will automatically renew the applicable Service when it comes up for renewal, and will take the payment from the payment method that you have on file with SnapRetail/SnapRx at SnapRetail/SnapRx’s then current rates, which you acknowledge and agree may be higher or lower than the rate for the original service period.
3.4. Cancellation; Refunds. Subscriber may cancel a Service at any time. In such event, the Services shall be discontinued upon expiration of the respective period you have paid for and you shall not have any claims toward SnapRetail/SnapRx in relation to the discontinuation of the Services. If Subscriber purchases any Service under a payment plan, Subscriber is obligated to finish completion of the payment plan. No full or partial refunds will be given if a Subscriber chooses to cancel a Service during a term that has already been paid for.
- Electronic Communications. When you visit this Site or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We shall communicate with you by email or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If we send information and/or notices by email, we shall use the email addresses you designated for notifications and updates in “My Account,” or by any other means then specified by SnapRetail/SnapRx.
- Site Content. Both (i) the Content included on the Site (“Our Content”), as well as (ii) our Technology are (1) copyrighted by us and/or our licensors under United States and international copyright laws, (2) subject to other Intellectual Property Rights and proprietary rights and laws, and (3) owned by us or our licensors. Neither Our Content nor our Technology may be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, displayed, publicly performed, distributed or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information or restrictions contained in or attached to any of Our Content or our Technology. Nothing herein grants you any right to receive delivery of a copy of our Technology or to obtain access to our Technology except as generally and ordinarily permitted through the Site according hereto.
- SnapRetail/SnapRx Trademarks. SnapRetail/SnapRx, SnapRetail/SnapRx.com and logos for SnapRetail/SnapRx, SnapRetail/SnapRx.com and other marks included on the Site are trademarks and/or service marks of SnapRetail/SnapRx. SnapRetail/SnapRx’s trademarks may not be used in connection with any product or service that is not SnapRetail/SnapRx’s, in any manner that is likely to cause confusion, or in any manner that disparages or discredits SnapRetail/SnapRx. All trademarks, service marks and logos that are not owned by SnapRetail/SnapRx and appear on this Site are the property of their respective owners.
- Reviews, Comments and Other Retailer-Provided Content. You may submit and/or post reviews, comments, information, images, photographs, suggestions, ideas, social media posts, marketing messages, questions or other Content provided that such Content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or otherwise injurious to third parties or objectionable, and does not consist of, or contain, software viruses, or any form of “spam.” You may not use a false email address, impersonate any person or entity or otherwise mislead as to the origin of the Content. We reserve the right (but not the obligation) to remove or edit any such Content, but do not regularly review user-provided Content.
If you do submit and/or post Content, and unless we indicate otherwise, you grant SnapRetail/SnapRx a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such Content throughout the world in any media. You grant SnapRetail/SnapRx and its sub-licensees the right, at SnapRetail/SnapRx’s or its sub-licensees’ option, to use the name that you submit in connection with such Content. You represent and warrant that: (i) you own or otherwise control all of the rights to the Content that you provide; (ii) the Content that you provide is accurate; (iii) use of the Content you provide does not violate this policy and shall not cause injury to any person or entity; and (iv) you shall indemnify SnapRetail/SnapRx for all claims arising from Content that you provide. SnapRetail/SnapRx has the right (but not the obligation) to monitor and edit or remove any activity or Content. SnapRetail/SnapRx takes no responsibility, and assumes no liability, for any Content provided by you or any third party.
- Links to Third Party Sites. We may make available a link from the Site to a third party’s web site. These links permit you to leave this Site. The linked sites are not under our control and we are not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. You should carefully review the privacy statements and other terms and conditions of use of all linked sites you visit.
- Our Address. All Notices for SnapRetail/SnapRx or any Affiliate unless otherwise expressly noted with respect to an individual Service below shall be sent to the following address:
2840 Liberty Avenue, Suite 100
Pittsburgh, Pa. 15222
- Your Materials and Conduct.
11.1. License. You grant us a fully-paid, royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our affiliates and service providers; provided, that we shall not alter any of Your Trademarks from the form provided by you (except to resize trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and shall comply with your removal requests as to specific uses of Your Trademarks; provided further, that nothing herein shall prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under United States copyright law, referential use under trademark law or valid license from a third party).
11.2. Content and Conduct.
(a) Content. You represent and warrant that none of Your Materials shall (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, misleading, inaccurate, defamatory, obscene, pornographic, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable; (d) contain any viruses, worms or other malicious computer programming codes able to damage the Service or other data of the Service or (e) otherwise violate the rights of any third party.
(b) Conduct. You agree not to use, or encourage or permit others to use, the Service to (a) stalk and/or harass another; (b) harm minors in any way; (c) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) forge headers or otherwise manipulate identifiers to disguise the origin of any Content posted on or transmitted through the Service; (e) use the Site, Service or Content such that it shall mislead a third party into believing that he or she is interacting directly with SnapRetail/SnapRx or the Service; (f) engage in any chain letters contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise); (g) use any SnapRetail/SnapRx domain name as a pseudonymous return e-mail address or (h) access or use the Service in any manner that could damage, disable, overburden or impair any SnapRetail/SnapRx server or the networks connected to any SnapRetail/SnapRx server.
11.3. Content Loss. You represent and warrant that you shall keep and maintain your own copy of all of Your Materials that are provided to the Service and SnapRetail/SnapRx. Except as set forth below, SnapRetail/SnapRx is not obligated to back up any of Your Materials that are posted through the Service. SnapRetail/SnapRx therefore recommends that you create backup copies of any of Your Materials posted through the Service at your sole cost and expense. You agree that any use of the Services contrary to or in violation of your representations and warranties in this section constitutes improper and unauthorized use of the Service. You agree that SnapRetail/SnapRx may (but has no obligation to), in SnapRetail/SnapRx’s sole discretion, remove or modify any of Your Materials which it deems to violate your representations and warranties herein. In the event of a loss of Your Materials caused by SnapRetail/SnapRx, SnapRetail/SnapRx shall use commercially reasonable efforts to recover Your Materials within 96 hours of notification of loss. If SnapRetail/SnapRx performs recovery services for a loss of Your Materials not caused by SnapRetail/SnapRx, you agree to pay SnapRetail/SnapRx’s then-current time and materials rate to recover Your Materials. The foregoing constitutes your sole and exclusive remedy for any loss of Your Materials.
11.4. Access to Your Materials On Termination. If your access to the Services is terminated (other than by reason of your breach), SnapRetail/SnapRx shall make available to you a file of Your Materials if requested in writing by you within 30 days after such termination. You agree and acknowledge that SnapRetail/SnapRx has no obligation to retain Your Materials, and may delete Your Materials, at any time on or after the 31st day following termination. SnapRetail/SnapRx reserves the right to withhold, remove and/or discard Your Materials, without notice, for any breach including, without limitation, your non-payment. Upon termination for cause, your right to access or use Your Materials shall immediately cease, and SnapRetail/SnapRx shall have no obligation to maintain or provide any of Your Materials.
11.5. Effect of Termination. After this Agreement is terminated, we shall have a reasonable period of time to remove Your Materials from the Site and/or the Services, such period not to exceed 30 days, after which we shall cease using Your Materials.
- Indemnification. You release us and agree to indemnify, defend and hold us harmless (and our officers, directors, employees and agents) against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your actual or alleged breach of any obligations herein; (b) any sales channels owned or operated by you; (c) Your Products (including issues arising out of the offer, sale, fulfillment, defect, damage, warranty claims regarding, and claims regarding false or deceptive advertising of Your Products), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any product liability, personal injury, death or property damage related thereto or (d) Your Taxes. You shall use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
- SnapRetail/SnapRx Use of Information; Privacy.
13.3. Copyright Policy. You may not post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information unless you have the right to do so. We respect the intellectual property of others, and we ask you to do the same. If you believe that your copyrighted work has been copied in a way that constitutes infringement, please provide our “Copyright Agent” with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site or Services;
- Your address, telephone number and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- For notice of claims of copyright infringement on the Site or Services, you can send an email to our Copyright Agent at service@SnapRetail/SnapRx.com or send the notice to Copyright Agent, SnapRetail/SnapRx, LLC, 2840 Liberty Ave., Suite 100, Pittsburgh, Pa. 15222.
- Disclaimer and General Release. THE SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU USE THE SITE AND THE SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES WAIVE AND DISCLAIM (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF OFFERING, COURSE OF PERFORMANCE OR USAGE OF TRADE AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE AND THE SERVICES SHALL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, ACCURATE, UNINTERRUPTED OR ERROR FREE, AND WE SHALL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS INCLUDING, WITHOUT LIMITATION, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE AVAILABILITY, RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.
SnapRetail/SnapRx IS NOT A PARTY IN TRANSACTIONS BETWEEN YOU AND EITHER VENDORS OR CONSUMERS, OR OTHER PARTICIPANT OFFERINGS. YOU ACKNOWLEDGE THAT SnapRetail/SnapRx IS NOT THE MANUFACTURER, SUPPLIER, VENDOR OR SELLER OF THE PRODUCT NOR AN AGENT OF THE MANUFACTURER, SUPPLIER, VENDOR OR SELLER. YOU AGREE THAT SnapRetail/SnapRx HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESS OR IMPLIED, AS TO A PRODUCT, ANY VENDOR OR SUCH VENDOR’S SERVICES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION AS TO (i) THE DESCRIPTION, CONDITION, DESIGN, QUALITY OR PERFORMANCE OF THE PROPERTY OR QUALITY OR CAPACITY OF MATERIALS OR WORKMANSHIP IN THE PROPERTY, (ii) ITS MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE WHETHER OR NOT DISCLOSED TO SnapRetail/SnapRx AND (iii) DELIVERY OF PRODUCT FREE OF THE RIGHTFUL CLAIM OF ANY PERSON BY WAY OF LIEN, INFRINGEMENT OR THE LIKE. SnapRetail/SnapRx EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. IF A PRODUCT IS NOT PROPERLY DELIVERED, DOES NOT APPEAR OR FUNCTION AS REPRESENTED OR WARRANTED BY MANUFACTURER, SUPPLIER, VENDOR OR SELLER, OR IS UNSATISFACTORY FOR ANY REASON, YOU SHALL MAKE ANY CLAIM ON ACCOUNT THEREOF SOLELY AGAINST THE MANUFACTURER, SUPPLIER, VENDOR OR SELLER (AS APPLICABLE), AND YOU HEREBY WAIVE THE RIGHT TO MAKE ANY SUCH CLAIMS AGAINST SnapRetail/SnapRx. SnapRetail/SnapRx SHALL NOT BE LIABLE TO YOU OR ANY OTHER SUBSCRIBER FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY PRODUCT MARKETED BY OR THROUGH A SnapRetail/SnapRx SERVICE OR THE USE, POSSESSION OR MAINTENANCE THEREOF, OR THE REPAIR, SERVICE OR ADJUSTMENT THEREOF, OR BY ANY DELAY OR FAILURE TO DELIVER OR PROVIDE THE PRODUCT OR ANY SUCH MAINTENANCE, REPAIR, SERVICE OR ADJUSTMENT, OR ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF (INCLUDING WITHOUT LIMITATION, YOUR USE OF OR RIGHT TO USE ANY PRODUCT) FOR ANY LOSS OF BUSINESS HOWSOEVER CAUSED. IF A DISPUTE ARISES BETWEEN YOU AND OTHER PARTICIPANTS, YOU HEREBY RELEASE SnapRetail/SnapRx (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (DIRECT AND INDIRECT, ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. SnapRetail/SnapRx is not responsible for any delays, delivery failures or other damages resulting from such problems.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION HEREWITH, THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, BUSINESS INTERRUPTION, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING HERETO, EVEN IF SnapRetail/SnapRx HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL NOT EXCEED AT ANY TIME THE GREATER OF (i) THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO SnapRetail/SnapRx IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM OR (ii) $100.
- Confidentiality. During the course of your use of the Services, you may receive information relating to us or to the Services including, without limitation, SnapRetail/SnapRx transaction information, that is not known to the general public (“Confidential Information”). You agree that (a) all Confidential Information shall remain SnapRetail/SnapRx’s exclusive property, (b) you shall use the Confidential Information only as is reasonably necessary for your participation in the Services, (c) you shall not otherwise disclose Confidential Information to any individual, company, or other third party except to the extent required by Law (provided you provide us prompt written notice of such requirement and allow us to seek an injunction to prevent or limit such disclosure), and (d) you shall take all reasonable measures to protect the Confidential Information against any access, use or disclosure that is not expressly permitted herein. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
- Force Majeure. We shall not be liable for any delay or failure to perform any of our obligations hereunder by reasons, events or other matters beyond our reasonable control.
- Relationship of Parties. You and SnapRetail/SnapRx are independent contractors, and nothing herein shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between us. You shall have no authority to make or to accept any offers or representations on our behalf. You shall not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement shall not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied here is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect hereto. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of SnapRetail/SnapRx, you, and relying Consumers or sales representatives.
- Third Party Materials. Material (including Technology, Trademarks, Content, Product information, data, materials, and other items) from other users of the Site, Subscribers, and other third parties (“Third-Party Material”) is made available to you through the Site, and may include feedback and advertising and information about third-party products or services. Because we do not control Third-Party Material, you agree that we (i) are not responsible for any Third-Party Material, and (ii) make no representations or guarantees about the accuracy, currency, suitability, or quality of Third-Party Material. We do not endorse any Third-Party Materials or any opinion, recommendation, or advice expressed therein. WE SHALL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, NOR FOR YOUR USE OF SUCH INFORMATION, SOFTWARE OR LINKS, NOR FOR THE ACTS OR OMISSIONS OF ANY SUCH WEBSITES OR THEIR RESPECTIVE OPERATORS.
- Feedback. SnapRetail/SnapRx may send you questionnaires or surveys on a periodic basis about the Services. You acknowledge and agree that any comments, ideas and/or reports provided to SnapRetail/SnapRx, whether in such questionnaires or otherwise (collectively, “Feedback”), shall be considered SnapRetail/SnapRx’s proprietary and confidential information, and you hereby irrevocably transfer and assign (and agree to cause your employee(s) to irrevocably transfer and assign) to SnapRetail/SnapRx all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims that you may have with respect to any such Feedback.
- Changes. Any material changes hereto shall be effective upon 30 calendar days following our posting of notice of the changes on the Site. Such changes shall be effective immediately for new users of the Site or Services. SnapRetail/SnapRx may require you to provide consent to the updated Agreement in a specified manner before further use of the Site and/or Services is permitted. Otherwise, your continued use of the Site or Services constitutes your acceptance of the changes. Please regularly check the Site to view the then-current Agreement.
- Miscellaneous. The Site is operated by SnapRetail/SnapRx from the Commonwealth of Pennsylvania, USA. SnapRetail/SnapRx makes no representation that materials available through the Site are appropriate or available for use in locations outside of the United States, and access to them from territories where any of the Services or contents of this Site are illegal is prohibited. Those who choose to access this Site from other locations do so of their own volition and are responsible for compliance with applicable local laws. The laws of the Commonwealth of Pennsylvania shall govern this Agreement, without reference to rules governing choice of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute with SnapRetail/SnapRx or its affiliates relating in any way hereto or your use of the Services shall be adjudicated in the courts located in Allegheny County, Pennsylvania, and you consent to exclusive jurisdiction and venue in the state and federal courts located in Allegheny County, Pennsylvania. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights hereunder through one or more of our Affiliates. Our failure to enforce your strict performance of any provision hereof shall not constitute a waiver of our right to enforce such provision or any other provision hereof subsequently.
This Agreement incorporates and you hereby accept the applicable Service Terms set forth below, which SnapRetail/SnapRx may modify from time to time. If any provision hereof shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable herefrom and shall not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
B. EMAIL MARKETING SERVICE TERMS AND CONDITIONS
SnapRetail’s email marketing function (“email marketing”) is a Service that provides you with access to customizable email templates and an email editor to enable you to create and send personalized and targeted electronic messages to your Consumers. All capitalized terms have the meanings assigned to such terms in Section A hereof, unless otherwise defined herein.
1. Templates. Any templates provided by SnapRetail through the email marketing (“SnapRetail Templates”) are the exclusive property of SnapRetail and/or its licensors and protected by U.S. and international copyright laws. At your option, you are granted, subject to these terms and conditions, a limited, non-transferable, non-sublicensable right to use SnapRetail Templates for the limited purpose of creating communications to be with your Consumers as part of the Service. You may not distribute, copy, reproduce, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, in any way exploit, or otherwise use the SnapRetail Templates outside of the Service without the express prior written consent of SnapRetail. This Section B-1 shall survive termination of this Agreement.
2. E-mail Use and Requirements. In connection with email marketing, you will provide SnapRetail with individual and groups of email addresses. We shall not use this information for any purpose other than to provide the Services to you pursuant hereto. You are prohibited from providing, uploading, collecting or using email addresses, screen names or other identifiers without the consent of the person identified (including, without limitation, engaging in such activities as phishing, Internet scamming, password robbery, spidering, and harvesting).You agree to comply with the CAN-SPAM Act of 2003, CASL of 2014, and all other laws and regulations applicable to commercial e-mail. Your commercial e-mail must meet the following requirements:Your intended recipients have given their consent to receive email from you via some affirmative means, such as an opt-in procedure, during the sales process or any other means where it is clear that the recipient is providing their email address for your marketing purposes;Your procedures for seeking consent include reasonable means to ensure that the person giving consent is the owner of the email address for which consent is given;You retain evidence of each recipient’s consent in a form that can be promptly produced on request, and you honor recipient’s and SnapRetail’s requests to produce consent evidence within 72 hours of receipt of the request;You have procedures in place that allow a recipient to revoke their consent – such as a link in the body of the email, or instructions to reply with the word “Remove” in the subject line;You honor revocations of consent within 48 hours;Your email must include the recipients email address in the body of the message or in the “TO” line of the email;The subject line of the email must clearly describe the subject matter contained in the email, and the message must include valid contact information; andSnapRetail may test and otherwise monitor your compliance with its requirements. SnapRetail may block the transmission of email that violates these provisions.
3. Limitations on Email Sends. Your Service provides a limit on the number of emails that you can send during your license term (“Email Sends”). A Quarterly subscription has a current limit of 100,000 email sends per term, and an Annual subscription has a current limit of 500,000 email sends per term. You will be notified via the Service if you are approaching the email send limit. If you exceed the email send limit prior to the expiration of your license term, you will be required to renew your license at that time in order to obtain additional email sends. The subscription term will start at the time of purchase and provide you with the limit as described herein.Upon initial Subscription purchase, or at any point after initial purchase, it may be determined that you require a significant increase in the number of email sends. In this case, you may be offered the ability to purchase additional email sends (in blocks of 500,000) as at additional fee. Note that these email sends expire at the end of the Subscription Term, so you should consult with SnapRetail to determine which course of action is most beneficial to you.If you have any questions about the Email Send Limit, you agree that you shall speak to a SnapRetail representative and that any agreed-upon variations will be documented via email or written correspondence.
C. SOCIAL MEDIA MARKETING TERMS AND CONDITIONS
In using the Service, you may authorize us to act on your behalf to access and interact with social media sites such as Facebook, Instagram, Pinterest and Twitter (any such site, a “Social Media Site”) to retrieve information from, and submit information to, such Social Media Sites at your request. For any Social Media Site that you wish us to access as part of the Service, you shall be required to grant us access to your account details, your information and the ability to update your status. We shall not collect your username and password to these Social Media Sites, and we shall instead store the unique authorization code (or a “token”) provided to us by the Social Media Site to access such site on your behalf. You can revoke access to such site(s) at any time by amending the appropriate settings from within your account settings on the applicable Social Media Site. If you provide us with your username and password for any Social Media Site in connection with a request for marketing assistance and/or consultation, you thereby, upon providing such information, authorize us to make changes to your account for marketing purposes. Notwithstanding the same, you understand, acknowledge and agree that you are solely responsible for all statements, uses and actions made under your account information and you further understand and agree that you are solely responsible for changing your password to any such Social Media Sites following the completion of the marketing assistance.
D: WEBSITE HOSTING AND MANAGEMENT TERMS AND CONDITIONS
SnapRetail shall provide certain services for the hosting, creation and management of a Subscriber website (“Website”). Services may include, but not be limited to, the formation, designing, storage, management, sharing and linking of media and/or document files (including, but not limited to text, user comments, messages, information, data, graphics, photographs, images, illustrations, animations, software, audio and video, also collectively known as the “Content”). Content such as images, graphics and text that have been added to a Subscriber’s SnapRetail account by the Subscriber shall be known as “User Content.”
1. General Undertakings. You accept sole responsibility for all of your activities using the Website, including your conduct on the site and any and all content you may submit, post or share via the Website. You will not use the SnapRetail Services for any unauthorized or illegal purpose. You will be responsible for ensuring that you do not violate any laws of your jurisdiction, including but not limited to copyright laws.
2. Your Website. Your website may contain third party content and links to third party websites that are not owned or controlled by SnapRetail. SnapRetail has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party content or websites or any of their contents. In addition, SnapRetail will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve SnapRetail from any and all liability arising from your use of any third-party website.
3. Linked Third Party Content. SnapRetail enables you to link to images, animations, videos, audio, fonts, and other content hosted on third party websites (the “Linked Content”). As a registered user, your Website is saved by SnapRetail, but this is separate from the Linked Content. If the Linked Content is no longer available or accessible to a user, then those portions of your Website that reference the Linked Content will not work.
4. Online Sharing through Third Party Services. SnapRetail enables you to share your creations and/or User Content through third party websites, blogs or email systems. When sharing your creations through third party services you shall continue to comply with all provisions of this Agreement. You are also required to comply with the terms of any of the services through which you are sharing your creation.
5. Third Party Services. You are fully aware of the fact that SnapRetail shall not have any responsibility or liability with regard to any third party services used by you on or through your SnapRetail-formed web content, such as payment and e-commerce services, and any use of such third party services shall be at your own responsibility and liability. You further acknowledge that the providence of technical ability to link to such services (such as a ‘PayPal’ button), is provided only as part of the Services but shall not be deemed as to create any liability or responsibility on behalf of SnapRetail.
6. Application. General. SnapRetail may offer you through the Website (including as part of templates offered by SnapRetail or by other means) various applications and professional services that can be used in conjunction with or as part of the web Content created by Users (“Applications”). Applications may be provided and operated by SnapRetail or by third-parties not affiliated with SnapRetail. The provider of each Application is clearly identified in the Website or, in event of Application embedded into templates, can be easily identified by the Users. You agree that SnapRetail is not responsible for any Application that is offered by any source other than SnapRetail.Additionally, some Applications may be made available to Users at no charge while the use of other Applications or certain features or abilities of Applications may require payment. The purchase and/or the use of Applications are offered only to SnapRetail Users. Accordingly, if You are not registered as a SnapRetail User or if your SnapRetail account has been suspended, you will not be able to purchase or use Applications.Applications may be provided to Users by SnapRetail as an integral part of a template offered on the SnapRetail Website. In such event, the User using such template shall be notified in a manner determined by SnapRetail that it includes a third party Application and that the use of such template may require the purchase of such Application and/or consent to terms and conditions determined by the provider of the Application.
7. Availability of Applications. SnapRetail shall have the right, at its sole discretion (including but not limited to an event of violation of any legal agreement, law, regulation or policy) and with no need to provide a notice, to permanently or temporarily discontinue the availability of any Application (or of any features or components thereof). You agree that in such event SnapRetail shall have the right, in addition to the discontinuation of the offering of such Application to remotely remove such Application from Your SnapRetail Content at its sole discretion. In such event, You shall have no claims towards SnapRetail as result of any loss of data or other content.
8. Terms of Application Purchase. The terms for the purchase of an Application shall be as determined by the provider of such Application (SnapRetail or a third party) as provided on the SnapRetail Website including in the App Market (the “App Terms”). By purchasing and/or downloading an Application, You agree to be bound by and to abide by the App Terms of such Application. You agree that You are solely responsible for all fees associated with purchases of any Applications according to the respective App Terms. You agree to use the Applications only for purposes that are permitted by (a) the App Terms and (b) any applicable laws and regulations.
9. Responsibility and Liability. You acknowledge that other than Applications offered and provided by SnapRetail, all Applications are offered on an AS-IS basis and SnapRetail shall have no responsibility in relation to the proper functionality and/or availability of any Application. The entity or person providing an Application shall have the sole and exclusive responsibility for availability, maintenance, bug fixing, support (including by linking from the Application) and proper functioning of the respective Application. You agree that You are solely responsible for and that SnapRetail has no responsibility to you or to any third party for your use of the App Market and/or any Application, any breach of your obligations under the App Terms, and for the consequences (including loss or damage of any kind which SnapRetail may suffer) of any such breach. It shall be noted that unless clearly provided otherwise on the Website, upgrade of your SnapRetail content by purchasing Charged Services (as defined below) shall not include purchasing of any other services or upgrades of any Application.
10. Ownership of Rights. SnapRetail or third parties providing Applications shall own all right, title and interest in and to the App Market and the Applications offered to Users, including without limitation all applicable Intellectual Property Rights in the Applications.
11. Ownership of Content. SnapRetail does not have the ability to determine the actual owner of content created and/or uploaded to the Website. Accordingly:(i) in respect to content (such as websites, web pages and widgets) created and/or uploaded to the Website by a free User (and which SnapRetail has not been paid for), the owner of such content shall be considered as the Subscriber listed as the owner of the SnapRetail account under which the content has been createdor uploaded to the Website;(ii) in respect to websites created on SnapRetail’s Website and which have an external URL, SnapRetail shall consider the owner of such website as the person or entity registered as the owner of the domain according to the WHOIS database as provided on the www.whois.net website.SnapRetail shall not provide any information and/or details regarding any content created or uploaded to the Website other than to the owners of such content as determined above.YOU ACKNOWLEDGE THAT CERTAIN SERVICES PURCHASED ON OR THROUGH THE WEBSITE (INCLUDING PURCHASE OF APPLICATIONS) MAY BE NON-REFUNDABLE. THE TERMS OF EACH PURCHASED SERVICE OR APPLICATION ARE INDICATED IN THE WEBSITE AND/OR AS PART OF OR DURING THE PROCESS OF PURCHASING SUCH SERVICES OR APPLICATION. IT IS YOUR OBLIGATION TO VERIFY YOUR ABILITY TO CANCEL A SERVICE PRIOR TO PURCHASING ANY CHARGED SERVICE. SNAPRETAIL WILL NOT REFUND ANY AMOUNTS PAID FOR NON-REFUNDABLE CHARGED SERVICES.If you become aware of misuse of the SnapRetail Services by any person, please contact SnapRetail (according to the contact information in Section 24 below) or by email to: abuse@SnapRetail.com.SnapRetail does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and SnapRetail expressly disclaims any and all liability in connection with User Content.SnapRetail respects the intellectual property rights of others, and it is our policy to respond to claims of alleged infringement that complies with the Digital Millennium Copyright Act (the “DMCA”). If you believe that your work has been copied in a way that infringes your copyrights, please email us at service@SnapRetail.com and provide all relevant details, including the exact location of the material claimed to be infringing your rights, reasonable evidence of such pleaded rights, and any other information as may be required.
13. Events Beyond Control. Under no circumstances shall SnapRetail be held liable for any delay or failure in this Website and/or any of the Services and/or information on the Website directly or indirectly resulting from, arising out of, relating to or in connection with events beyond the reasonable control of SnapRetail, including, without limitation, internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties. The provisions of this paragraph are in addition to, and not intended to limit or modify, the limitation of Limitation of Liability section as stipulated above.
E. SPONSORED MARKETING – SERVICE TERMS AND CONDITIONS.
SnapRetail’s Sponsored Marketing (“Sponsored Marketing”) is a Service that provides you with access to one or more of SnapRetail’s Services, in whole or in part, through an Affiliate sponsorship. For purposes of Sponsored Marketing, “Affiliate Sponsor” shall mean that certain Affiliate is paying for a Service or a portion of a Service on your behalf. Upon receipt of a sponsorship request from an Affiliate Sponsor, SnapRetail shall email you an offer, setting forth certain information including, without limitation, the name of the Affiliate Sponsor, and the Service for which you have received a sponsorship offer, any limitations to the scope of the Service being offered, including any exclusivity provisions with respect to the Affiliate Sponsor (the “Offer”). In the event you accept an Offer, such acceptance will not prevent you from becoming associated through the use of Snap Services with other Affiliate who may be participating in the Service during your sponsorship period.By accessing or using the Service, you acknowledge and agree that you have accepted the Offer including, without limitation, any and all restrictions and limitations to the scope of the Services offered, and this Agreement.
CUSTOMER SERVICE CONTACT
To get in touch with our Customer Service – please use any of the options listed below:
- Send an email message to firstname.lastname@example.org
- By phone at 1-877-459-7627 during normal business hours (Monday – Friday, 8 a.m. – 8 p.m. EST)
- Via live chat at www.snapretail.com
- Send a letter to SnapRetail LLC, 2840 Liberty Avenue, Suite 100, Pittsburgh, PA 15222