Licensed Service Terms

Effective Date: September 25, 2024

Certain of the Services and/or features and functionality of the Services provided by Snappt utilize the “Licensed Services” of third-party “Licensors”, which Licensed Services may include software, information, data or other services. Certain of these Licensors require users who utilize such Licensed Services to agree to additional terms and conditions set forth below (the “Licensed Service Terms”). These Licensed Service Terms are hereby incorporated by reference into the Master Service Agreement (“MSA”) by and between Snappt, Inc. (“Snappt”) and the applicable Client (as defined therein) (“Client” or “you”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the MSA. If you have subscribed to the Services via a third-party reseller, your agreement with such reseller shall constitute the MSA hereunder. The Licensed Service Terms are subject to change at such Licensor’s discretion in accordance with the terms thereof. Further, Snappt may, from time-to-time, remove, replace, amend or otherwise modify the Licensed Services in its sole and absolute discretion. Snappt will notify you of any resulting changes to the Licensed Service Terms by posting the same herein, which such changes will automatically go into effect on the date posted. Your continued use of such Services following such date constitutes your agreement to be bound by such revisions to the Licensed Service Terms. If you object to any of the Licensed Service Terms, your sole recourse is to cease using the applicable Licensed Service.

Licensor

Incode Technologies Inc.

1. License Grant. The MSA, together with these Licensed Service Terms, constitutes the “Client Agreement” for purposes hereof. In the event of any conflicts between the MSA and these Licensed Service Terms, the Licensed Service Terms shall control. During the Term, Incode hereby grants Client, a nonexclusive, limited, personal, non-sublicensable, nontransferable right and license to use and access the Services, only for the internal business purposes of Client and only in accordance with Incode Documentation (as defined herein below). The Services to be used by Client shall be set up exclusively by Incode and must not be modified by Client unless previously agreed in writing by Incode. No other rights or licenses are granted except as expressly and unambiguously set forth herein. Incode Documentation means Incode’s usage guidelines and standard technical documentation for the Software, the current version of which is available at the following links or upon request to Incode:

SDK Web: https://docs.incodesmile.com/
Native SDK Android: https://github.com/IncodeTechnologies/Incode-Welcome-Android-example
Native SDK iOS: https://github.com/IncodeTechnologies/Incode-Welcome-Example-iOS

2. License Restrictions. Client, shall not (and shall not permit any third party to), directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure of the Service (except to the extent applicable laws specifically prohibit such restriction); (b) modify, translate, or create derivative works based on the Service; (c) transfer or encumber rights to the Service; (c) use the Service for the benefit of a third party; (d) remove or otherwise alter any proprietary notices from the Service or any portion thereof; (e) use the Service to build an application or product that is competitive with any Incode product or service; (f) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (g) bypass any measures Incode may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (h) use the Service for the design or development of nuclear, chemical or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government; or (i) allow any third party to remove or export from the United States or Mexico or allow the export or re-export of any part of the Software or any direct product thereof (i) into (or to a national or resident of) any embargoed or terrorist-supporting country, (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. The Software may incorporate third-party open source software (“OSS”). To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis. Client, is responsible for all of Client’s activity in connection with the Service, including but not limited to uploading Data onto the Service. Client, shall warrant that it is not located in, under the control of or a national or resident of any such prohibited country or on any such prohibited party list. Client: (A) shall use the Service in compliance with all applicable laws (including but not limited to privacy and consumer protection laws), treaties and regulations in connection with Client’s use of the Service, and (B) shall not use the Service in a manner that violates any third-party rights. This provision shall survive any expiration or termination of the Client Agreement.

3. Client Data. Client, is solely responsible for the accuracy, integrity, and legality of Client Data. Client, represents and warrants that it owns all right, title and interest in and to the Client Data or otherwise has sufficient rights to such data to permit its use as contemplated hereunder. Incode is not responsible to Client, for unauthorized access to Client Data, or the unauthorized use of the Service. The parties acknowledge and agree that any data personal and specific to an individual is owned by such individual. Client acknowledges and agrees that Incode may use the Client Data to (i) provide the Services to Client; and (ii) improving or modifying Incode´s technology (including its algorithms) for the purposes included in Incode’s privacy notice, available at https://incode.com/privacy-policy/, provided it has an appropriate legal basis from the Clients end-users’ before any end-user accesses the Services and prior to the collection of the end-users selfie and government issued identification document, (this shall be considered “Incode Data”) and (iii) freely use and make available Aggregated Anonymous Data for Incode’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Incode’s products and services) notwithstanding anything herein to the contrary. “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Incode in connection with Client’s (as the case may be), use of the Service in aggregated, anonymized form which cannot be linked to Client, or identifies any individual person. This provision shall survive any expiration or termination of the Client Agreement. Client shall acknowledge and agree that Client shall be solely responsible for requesting individuals the end-users’ consent for the afore purposes. Client acknowledges and agrees that the Services require the collection of End-user consent pursuant to applicable laws, which shall be enabled and collected by Snappt (or its sub-processors) directly via consent module; if an End-user does not provide consent, such End-user shall not be permitted to upload any Data onto the Services.

4. Infrastructure / Third Party services. Client, acknowledges and agrees that the Service may use services provided by third parties. Any exchange of data or other interaction between Client and a third-party provider is solely between Client, and such third party provider and is governed by such third party’s terms and conditions.

5. Suspension of Services; Effect of Termination. Incode may suspend or limit Client’s, access to or use of the Service if Client’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Incode’s ability to provide access to the Service to other Incode customers. Upon expiration or earlier termination of the Client Agreement, all license granted to Client, will cease, and Client must immediately cease using the Software and delete (or, upon request, return) all copies of the Software. Client shall delete all of Incode’s Confidential Information upon request unless required to be maintained pursuant to applicable laws, in which case it shall remain subject to this Agreement for so long as it is retained. Confidential Information may be retained in the Incode’s standard backups after deletion but will remain subject to the Agreement This provision shall survive any expiration or termination of the Client Agreement.

6. Disclaimer of Warranties. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. INCODE DOES NOT WARRANT ANY THIRD-PARTY SERVICES OR THAT CLIENT’S OR CLIENT’S PARTNER (AS THE CASE MAY BE), USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY SECURITY MECHANISMS IMPLEMENTED BY THE SERVICE WILL NOT HAVE INHERENT LIMITATIONS. WITHOUT LIMITING THE FOREGOING, INCODE WILL HAVE NO LIABILITY FOR THE CLIENT-‘ DECISIONS BASED ON ANY RESPONSE DATA DERIVED FROM THE SERVICE, OR ANY OTHER INFORMATION PROVIDED TO CLIENT VIA THE SERVICE OR BY INCODE This provision shall survive any expiration or termination of the Client Agreement.

7. Limitation of Liability. EXCEPT FOR CLIENT’S BREACH OF THE LICENSE RESTRICTIONS OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (C) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) TO INCODE WITH RESPECT TO THE LICENSE GRANTED HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER. This provision shall survive any expiration or termination of the Client Agreement.

8. Force Majeure. Incode will not be liable for any delay or failure to perform the Service due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, infrastructure services provided by third party providers, Internet or utility failures, refusal of government license or natural disaster.

9. Government End Users. Elements of the Software are commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software or any related documentation of any kind, including technical data and manuals, is restricted by the terms of the Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited. This provision shall survive any expiration or termination of the Client Agreement.

Argyle Systems Inc.

Client’s right to access and use Argyle provided products and services are subject to Argyle’s Customer Terms available at:
https://www.argyle.com/legal/customers-and-developers/customer-terms