Partner Terms of Service

Effective Date: October 8, 2024

PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE(S) (DEFINED BELOW) MADE AVAILABLE BY SNAPPT, INC. (HEREINAFTER “SNAPPT”).

THESE TERMS AND CONDITIONS  (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU (“CLIENT”, “YOU” or “YOUR”) AND SNAPPT, THAT SETS FORTH THE LEGAL TERMS AND CONDITIONS FOR YOUR USE OF WWW.SNAPPT.COM AND ANY OTHER WEBSITE OWNED AND OPERATED BY SNAPPT (THE “WEBSITE(S)”) AND SNAPPT’S SERVICES, INCLUDING ANY SOFTWARE, PRODUCTS OR OTHER SERVICES OFFERED BY SNAPPT FROM TIME TO TIME AND OTHER SERVICES OFFERED THROUGH THIRD PARTIES INTEGRATING SNAPPT FUNCTIONALITY THAT PROVIDE A LINK TO THIS AGREEMENT (COLLECTIVELY, WITH THE WEBSITE(S), THE “SERVICE(S)”). THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF CLIENT REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND CLIENT TO THIS AGREEMENT, AND IF THAT INDIVIDUAL DOES NOT HAVE THAT AUTHORITY OR DOES NOT AGREE WITH THIS AGREEMENT, THAT INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND CLIENT MAY NOT USE THE SERVICES.

1. Access to and Use of Managed Service

1.1 Scope of License. Snappt provides an online platform that allows businesses, and applicants seeking to patronize such businesses (“Applicants”), to use Snappt’s Websites and Services to facilitate aspects of the application process. Client’s use of the Service(s) is expressly subject to the terms of this Agreement and the agreement (“MSA”) between Client and the applicable reseller/distributor (“Reseller”). In the event of any conflict between the MSA and this Agreement, this Agreement shall control.
1.2 Restrictions on Use. Without limiting any restrictions set forth in the MSA, Client agrees that it and its authorized users (“Authorized Users”) shall not: (a) use the Services in any manner or for any purpose other than as permitted by this Agreement or any Documentation; (b) use the Services in violation of any applicable laws (including without limitation the FCRA); (c) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to Client hereunder or pursuant to the MSA to any third party; (d) modify, alter, tamper with, repair or otherwise create derivative works of any software included in or used to provide the Services; (e) reverse engineer, disassemble or decompile the Services or any software contained therein, or attempt to discover or recreate the source code to any Services; (f) remove, obscure or alter any proprietary rights notices related to the Services; (g) access or use the Services in a way intended to avoid incurring fees or exceed usage limits or quotas; (h) access or use the Services to develop or otherwise in furtherance of a competing service; or (i) use the Services to: (i) send unauthorized commercial communications or messages; (ii) store or transmit any file or Client Data containing: (1) unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) any material that encourages conduct that could constitute a criminal offense, (3) any code or material that violates any law or regulation, or (4) any code or material that violates the intellectual property rights or rights to the publicity or privacy of others; (iii) transmit any Client Data or materials that contain software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs or cancelbots; (iv) interfere with or disrupt servers or networks that provide or support the Services or other Snappt clients’ access to or use of the same; (v) access or attempt to access Snappt’s other accounts, computer systems or networks not covered by this Agreement, through password mining or any other means; or (vi) cause, as determined in Snappt’s sole discretion, an inordinate burden on Snappt’s system resources or capacity. Client shall be liable for the acts or omissions of its Authorized Users in connection with the Services.
1.3 Suspension. Snappt reserves the right to temporarily suspend or disable Client’s or an Authorized User’s access to or use of the Services in the following circumstances: (a) if Snappt reasonably believes that any use of the Services represents a direct or indirect threat to Snappt’s Services, network function or integrity; (b) if reasonably necessary to prevent unauthorized access to or harm to Client Data or data of other Snappt clients; (c) if Snappt reasonably believes that Client’s use of the Services is in violation of any Laws; or (d) to the extent reasonably necessary to comply with Law. Any suspension pursuant to this section will only be in effect for as long as reasonably necessary to address the issues giving rise to the suspension.
1.4 Third Party Services. If and to the extent Client uses any products and/or services that are accessed by or made available to Client pursuant to or in connection with this Agreement under the brand name of a third party (“Third Party Service”), including, without limitation, any Reseller, Client expressly acknowledges and agrees that, notwithstanding anything herein or in the MSA to the contrary, Snappt shall have no liability whatsoever arising out of or relating to the Third Party Service or the interoperability with the Service. Without limiting the foregoing, Client’s use of or access to the Services via a Third Party Service shall be deemed an express instruction by Client to Snappt to share Reports and all Applicant Data therein with such Third Party Service for all purposes under applicable laws. For the avoidance of doubt, a Licensed Service shall not be deemed a Third Party Service.
1.5 FCRA Certification and User Obligations. Client acknowledges and agrees that each report relating to an Applicant generated by the Services and returned to Client’s Authorized Users (a “Report”) is a “consumer report” and, based on the generation of Reports, Snappt is a “consumer reporting agency,” as those terms are defined in the Fair Credit Reporting Act of 1970, as amended and Regulation V issued thereunder (collectively, “FCRA”).

1.5.1 Certification. By using the Service, Client certifies that Client will obtain and use Reports only for “permissible purposes” (as defined in the FCRA) in connection with Client’s review of applications submitted by Applicants to Client and for no other purpose.
1.5.2 User Obligations. Client acknowledges that the notice has been provided to Client, and Client agrees to comply with all requirements of the FCRA as from time to time in effect in connection with Client’s obtaining and use of Reports.
1.5.3 Adverse Acton Notices. Without limiting the foregoing, Client acknowledges and agrees that, if Client takes “adverse action” as defined in the FCRA based in whole or in part on a Report with respect to a Customer, Client shall provide the Customer with an adverse action notice (an “AAN”) in compliance with FCRA. Client agrees to immediately notify Reseller and Snappt each time Client takes adverse action against an Applicant based in whole or in part on a Report, including providing Reseller and Snappt with a copy of the AAN that Client transmitted to the Applicants.

2. Additional Client Obligations

2.1 Accounts. Client will appoint one or more Authorized Users who will have sole responsibility for the assignment and management of Authorized Users’ Accounts (“Administrators”). As between Client and Snappt, Client will be solely responsible for providing the login and password information that will permit Administrators and Authorized Users to access and use the Services (“Account Credentials”). Client will take commercially reasonable efforts to protect Account Credentials from unauthorized use or disclosure. Client will ensure that Administrators and Authorized Users do not share their Account Credentials with any other person and do not permit any other person to access and use the Managed Service through their Accounts. Client acknowledges that Applicants and Authorized Users of the Service may be required to provide “click-through” consent to the Privacy Policy, Snappt’s terms of service available at https://snappt.com/terms-conditions/ (the “Terms of Service”) and other similar standard terms promulgated by Licensors (collectively, together with all other written manuals or specification concerning the Services promulgated by Snappt or any applicable Licensors, the “Documentation”) in connection with their access to and use of the Services. Client shall not interfere with or modify any such consent modules, and shall prohibit its Authorized Users from the same. Client will ensure that each Administrator and Authorized User accessing or using the Services complies with this Agreement, the Documentation and the MSA. Client is fully responsible for any authorized or unauthorized use of the Services via the Account Credentials.
2.2 Compliance with Laws. Client shall, and cause its Administrators and Authorized Users, comply with all laws applicable to Client’s and its Administrators’ and Authorized Users’ access and use of the Service, including, without limitation, utilizing the reports available through the Service in compliance with Laws. Client further acknowledges and agrees that (a) use of the Services and compliance with its obligations under this Agreement are not intended for, and do not constitute, Client’s compliance with any applicable laws and (ii) Snappt makes no representation, warranty or covenant that Client’s use of the Service will satisfy or otherwise comply with Client’s obligations as a landlord or financial institution under applicable laws (including, without limitation, pursuant to the FCRA).
2.3 Notification of Unauthorized Use. Client will immediately notify Reseller and Snappt in writing of any actual or reasonably suspected unauthorized use of any Account, Account Credentials, Client Data or the Services that comes to Client’s attention. In the event of any such unauthorized use, Client will take all steps necessary to terminate such unauthorized use. Client will provide Snappt with such cooperation and assistance related to any such unauthorized use as Snappt may reasonably request.

3. Proprietary Rights

3.1 Ownership by Client. Client, is solely responsible for the accuracy, integrity, and legality of all electronic data, text, or other data, including without limitation data submitted by Applicants, that is transmitted, stored, retrieved or processed by Client, an Applicant, Reseller or Snappt in, to or through the Services, including, without limitation, any Applicant Data (collectively, “Client Data”). Snappt’s use, collection and retention of Client Data shall be as set forth in the applicable terms of its online privacy policy (“Privacy Policy”) found at www.snappt.com/privacy-policy, which is incorporated herein by reference. Client hereby agrees to be bound by Snappt’s Privacy Policy and consents to having Client Data processed in accordance with the Privacy Policy. Client hereby consents to Snappt’s use of the persons or entities set forth at https://www.snappt.com/msa to process personal information on behalf of Snappt (“Service Providers”), and to such Service Providers’ access to and use of personal information in accordance with the terms hereof. Snappt and the Licensors reserve the right to update its Documentation (including the Privacy Policy and such list of Service Providers) from time-to-time by posting such updates to the applicable URLs, and any such updates shall be effective as of the date posted. By continuing to use any Service(s) after the new effective date, Client agrees to be bound by such changes. If any such modification is not acceptable to Client, Client’s sole recourse is to cease using the Service(s). Therefore, Client is hereby advised to review the URLs prior to each use of the Service(s). As between Client and Snappt, Client retains ownership of any and all right and interest in and to the Client’s electronic data, text, or other data, including without limitation Applicant Data, that is transmitted, stored, retrieved or processed by Client, an Applicant or Snappt in, to or through the Services.. Client hereby grants Snappt the right and non-exclusive license to use the Client Data to provide the Services to Client or any Administrator or Authorized User, to improve the Services and in connection with Snappt’s other products and services, new product development, and to assess and report the performance of the Service. In addition to the license set forth above, Snappt may use and disclose Client Data as reasonably necessary to comply with laws, cooperate with law enforcement agencies, or attempt to prevent or respond to illegal conduct, fraud, abuse, or a threat to the security or integrity of systems or data including the Services or Client Data. Client represents and warrants to Snappt that: (a) Client or its licensors own all right, title and interest in and to the Client Data; (b) Client has the necessary rights in the Client Data to provide the Client Data to Snappt and grant the rights to Snappt contemplated by this Agreement; and (c) use of the Client Data or the Services by Client will not violate any Law or otherwise violate the rights of any third party. As used herein, “Applicant Data” means information provided by Applicants that is then submitted by Client or the Applicant to the Service.
3.2 Ownership by Snappt. As between Snappt and Client, Snappt owns and reserves all right, title and interest in and to the Services, other than the rights explicitly granted to Client in this Agreement. Notwithstanding anything herein or in the MSA to the contrary, Client agrees that Snappt and any applicable Licensor may aggregate Client Data and data relating to Client and Client’s Authorized Users and Applicants usage of the Services (including, without limitation, Applicant Data) with data relating to Snappt’s and the applicable Licensors’ other customers and users in an anonymous manner that remove all personal information and information about the source of such data (“Aggregate Data”). Snappt may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion, subject to compliance with applicable laws. Subject to and in accordance with applicable Laws, Snappt may use Applicant Data in the provision of products and services to other customers; provided that Snappt has obtained all requisite consent from the applicable Applicants. In the course of this Agreement, Client may provide comments, suggestions and recommendations to Snappt with respect to modifications, enhancements, improvements and other changes to the Services (collectively, “Feedback”). Client hereby grants to Snappt a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, assignable, transferable right and license to use and incorporate any Feedback into the Services, any derivative works thereof, and all future products and services developed by Snappt.
3.3 Data Security. Snappt shall process data as a service provider on behalf of, and in accordance with, Client’s documented instructions for the provision of the Services and/or for the business purposes agreed with the Reseller in writing in the MSA (which such instructions may be effectuated by Reseller on behalf of Client), which includes the following purposes pursuant to the following Client instructions: (i) processing in accordance with the Agreement; (ii) processing initiated by Client and Applicants in their use of the Services which includes support for addressing (identifying, analyzing, etc.) any spoofing attack that requires improvement of the Service for mitigating future intents of fraud and (iii) processing to comply with other documented reasonable instructions provided by Client or Reseller (e.g., via email) where such instructions are consistent with the terms of the Agreement. In addition, Snappt and its Licensors may collect and use the personal information of Authorized Users and Applicants to administer, provide and improve the Services, to identify opportunities for Reseller and Client to optimize its use of the Services, including the provision of additional training, and to identify to Reseller and Client complementary uses of Snappt’s other products and services. Client hereby instructs Snappt to process such personal information in accordance with the foregoing and as part of any processing initiated by Client or Reseller in its use of the Services. Client is solely responsible for the accuracy, quality, and legality of (A) the personal information (including Applicant Data) collected by or provided to Snappt (or a Licensor, if applicable) by or on behalf of Client (including by Reseller on behalf of Client), (B) the means by which Client acquired any such personal information, and (C) the instructions it provides to Snappt regarding the processing of such personal information. If Snappt (or a Licensor, if applicable) incorporates any consent modules into the Service for the purpose of obtaining the consent of any Authorized User or Applicants to the use and collection of personal information (including consent to the Privacy Policy or Terms of Service, VAR shall not remove, alter or otherwise impede such consent modules, and shall be liable for any such removal, alteration or other impediment to a consent module, whether by Client or any Authorized User. Client shall not provide or make available to Snappt (or a Licensor, if applicable) any personal information in violation of the Agreement, MSA or Laws or otherwise inappropriate for the nature of the Services, and shall be solely responsible for properly directing Authorized Users, End Users and Applicants to the Services. VAR shall indemnify Snappt from all Third Party Claims and Losses arising out of or relating to a breach of the foregoing by VAR. To the extent VAR is processing any personal information on behalf of Snappt, VAR shall process such personal information as a service provider solely in order to effect delivery of Reports to End Users, and VAR shall not retain any such personal information for longer than is necessary to effect such delivery, except as required by applicable laws. In furtherance of the foregoing, Client commits to cooperate with Snappt in Snappt’s compliance with applicable data protection laws and agrees to treat personal information disclosed by Snappt with the same level of privacy protection as is required by the applicable data protection laws, including implementing and maintaining appropriate technical and organizational measures to protect client personal information from any unauthorized disclosure. The categories of personal information that will be processed pursuant to the Agreement is described at https://www.snappt.com/DPA, to the extent applicable, which is hereby incorporated herein by reference.
3.4 Investigations. Without limiting Snappt’s other rights and remedies hereunder, Snappt reserves the right, with respect to Client or any Authorized User or Applicant, to: (a) investigate any suspected breaches of its platform security or its information technology or other systems or networks, (b) investigate any suspected breaches of this Agreement and any Documentation (including the Terms of Service), (c) investigate any information obtained by Snappt in connection with reviewing law enforcement databases or complying with criminal laws or process, (d) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, and (e) pursue direct legal action against Authorized Users and/or Applicants for violations of this Agreement and any Documentation (including the Terms of Service).
3.5 Open Source Materials. The Services may contain “open-source” materials subject to the GNU General Public License (“GPL”), Apache License (“Apache”), or other open-source licenses (collectively, “Open-Source Materials”). In such event, both Client’s and Snappt’s rights and obligations with respect to such Services, or modification, distribution, or sublicensing of any such Service and/or any Open-Source Materials, shall be subject to all terms and conditions of the applicable open-source license. Snappt makes no claim of ownership of, or any warranties with respect to, any Open-Source Materials (or modification, derivative work, distribution, or sublicensing thereof), and such Open-Source Materials are supplied solely in accordance with the license agreements accompanying such materials. In the event of any inconsistency between this Agreement and the applicable open-source license, the open-source license shall prevail.

4. Limitation of Liability

4.1 Disclaimer of Consequential and Related Damages. SNAPPT WILL NOT BE LIABLE (WHETHER BASED IN CONTRACT, TORT, WARRANTY OR OTHERWISE, INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) TO CLIENT OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR THE SERVICES (INCLUDING DAMAGES FOR LOSS OF PROFIT OR GOODWILL), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.2 Limitation on Liability. THE ENTIRE LIABILITY OF SNAPPT ARISING OUT OF OR IN RELATION TO THIS AGREEMENT FOR ANY LOSS OR DAMAGE, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES THAT ARE REASONABLY INCURRED; PROVIDED THAT IN NO EVENT SHALL SNAPPT’S ENTIRE LIABILITY EXCEED $100. NOTWITHSTANDING ANYTHING HEREIN OR IN THE MSA TO THE CONTRARY, SNAPPT WILL NOT BE LIABLE FOR ANY DAMAGES INCURRED BY CLIENT TO THE EXTENT ARISING FROM ANY UNAUTHORIZED ACCESS RESULTING FROM THE ACTIONS OF CLIENT OR ANY THIRD PARTY OTHER THAN SNAPPT’S REPRESENTATIVES, UNLESS SUCH DAMAGES WERE INCURRED IN CONNECTION WITH A THIRD PARTY GAINING UNAUTHORIZED ACCESS TO THE SERVICES DUE SOLELY TO SNAPPT’S VIOLATION OF APPLICABLE LAW.
4.3 Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND SNAPPT HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS, MERCHANTABILITY OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY COURSE OF PERFORMANCE OR TRADE USAGE. SNAPPT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SERVICES, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, ERROR-FREE OR FREE FROM LOSS OR DELETION OF CLIENT DATA. WITHOUT LIMITING THE FOREGOING, SNAPPT AND ITS LICENSORS SHALL HAVE NO LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO CLIENT’S DECISION TO LEASE OR NOT LEASE AN APARTMENT TO AN APPLICANT, AND CLIENT HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD SNAPPT AND ITS LICENSORS HARMLESS FROM AND AGAINST ANY SUCH CLAIM.
4.4 Force Majeure. Snappt will not be liable for any failure or delay in performing its obligations under this Agreement, or for any loss or damage resulting therefrom, due to acts of God, pandemics, public emergencies, supply chain disruptions, civil insurrection, terrorist activities, riots, fires, major power outages, Internet outages, telecommunications outages and similar causes beyond Snappt’s control. In the event of such failure or delay, the date of delivery or performance will be extended for a period not to exceed the time lost by reason of the failure or delay.

5. SERVICES

The following additional terms apply with respect to the applicable Services licensed by Client pursuant to its MSA, as applicable (for the avoidance of doubt, solely if and to the extent Client has licensed such Services from Reseller):
5.1 Snappt Fraud Detection Service: Snappt shall provide Client with access to Snappt’s fraud detection and identity verification software as a service (“FD Service”) which reports on whether Submissions and other data collected with respect to Applicants implicate any of the categories of fraudulent activity monitored by Snappt. The FD Service is intended to be used by Client during the Applicant application, onboarding and leasing process (including Applicant tours, evaluation and move-in). Snappt shall provide Client with Snappt’s portal that collects the applicable data from Applicants (including, without limitation, identification cards, payroll and bank account statements, and other related information and documentation) and returns Reports to Client’s Authorized Users. The FD Service is intended to detect whether the income and identity verification materials collected by Snappt with respect to Applicants indicate the specific categories of fraudulent activity that are monitored by Snappt. The resulting Report may, among other things, indicate whether the Submission was “Clean” (i.e., Snappt did not detect any fraudulent activity), whether the Submission was “Edited” (i.e., Snappt detected edits to the documents submitted by an Applicant or Snappt otherwise detected other fraudulent activity (e.g., a fraudulent payroll service or employer was used to produce submitted documentation). On occasion, Snappt will be unable to render an analysis of the Submission (e.g., if a document was scanned or downloaded using the “print pdf” function, or if additional documentation is needed to verify the Submission), in which case Snappt will notify Client that the Submission was “Insufficient”. To the extent an Applicant is manually uploading income documentation to the Snappt portal (as opposed to using a direct payroll connection or bank account connectivity service), only pdf bank statements and pay stubs generated directly from an Applicant’s financial institution or payroll provider’s website are currently covered by Snappt. All other documents cannot be scored by Snappt and will be returned to Client’s Authorized Users via the Snappt portal as “Insufficient”. Client shall be responsible for directing Applicants to upload appropriate documentation. Client certifies that the reports and information generated by Snappt and provided to Client via the FD Service will only be used for “permissible purposes” as defined in the FCRA.
5.2 Snappt Financial Verification Service: Snappt shall provide Client with access to Snappt’s financial verification software as a service (the “FV Service”) which reports certain calculations of an Applicant’s finances that are supported by Snappt that are generated from the Applicant’s Submission and other related financial information. In providing the FV Service, Snappt will analyze data collected from Submissions to generate certain calculations of an Applicant’s finances that are supported by Snappt (“Financial Summaries”), which shall be reflected in the Applicant’s Report. Because Financial Summaries are a snapshot based on the limited information reported by the Applicant in the Submission (e.g. gross income with respect to the applicable pay periods, extrapolated to a monthly figure), Client expressly acknowledges that Financial Summaries are not a guarantee of an Applicant’s total financials. Accordingly, Client agrees to review all financial verification materials submitted by Applicants to ensure that they adequately reflect the Applicant’s relevant financial status and meet Client’s leasing standards. The FV Service currently will only calculate Financial Summaries from Submissions that reflect a pay period of no less than 28 consecutive days and which occurred within the last 90 days. Unless Client is utilizing Snappt’s payroll connection or bank account connectivity services, currently only pay stubs, earning statements, so-called “Cash App” statements (e.g., earnings from Uber, Lyft, etc.), U.S. Department of Veterans Affairs benefits letters, Social Security statements and Social Security benefits letters can be analyzed by the FV Service. Client certifies that the reports and information generated by Snappt and provided to Client via the FV Service will only be used for “permissible purposes” as defined in the FCRA.
5.3 IDV Service: Snappt shall provide Client with access to Snappt’s identity verification software as a service (the “IDV Service”), utilizing a Licensed Service which employs mobile phone camera technology to capture a “selfie” image of an Applicant to verify that it matches an image of the Applicant’s photo identification captured via the mobile phone. Applicants must have mobile phone and internet access in order to utilize the IDV Service. The IDV Service is a Licensed Service subject to Licensed Service Terms (each as hereinafter defined). Snappt reserves the right to substitute the Licensor of the IDV Service at any time in its sole discretion.
5.4 Licensed Services. Certain of the Services and/or features, functionalities or other components of the Services utilizes the products or services (a “Licensed Service”) of a third-party (a “Licensor”). Certain of these Licensors require users who utilize such Licensed Services to agree to additional terms and conditions (the “Licensed Service Terms”). The Licensed Service Terms may be found at https://www.snappt.com/licensed-services, which are hereby incorporated herein by reference. 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 Client of any resulting changes to the Licensed Service Terms by posting the same at the link above, which such changes will automatically go into effect on the date posted. Client’s continued use of such Services following such date constitutes its agreement to be bound by such revisions to the Licensed Service Terms. If Client objects to any of the Licensed Service Terms, Client’s sole recourse is to cease using the applicable Licensed Service. Notwithstanding anything herein to the contrary, Snappt offers no warranties with respect to any of the Licensed Services, and any such warranties (if any) shall appear exclusively in the Licensed Service Terms.

6. General

6.1 Governing Law. This Agreement, and any disputes arising out of or relating to this Agreement, shall be governed by, construed and enforced in all respects in accordance with the laws of the State of Delaware, without regard to the conflict of laws or choice of law provisions thereof. The Parties agree that all actions and proceedings arising out of or relating to this Agreement shall be brought only in a state or federal court located in Los Angeles County, California. The Parties hereby consent to such venue and to the jurisdiction of such courts over the subject matter of such proceeding and themselves.
6.2 Notices. Client hereby consents to receive notice hereunder care of Reseller in accordance with Snappt’s agreement with Reseller, and that any notice to Reseller with respect to this Agreement shall be deemed notice hereunder. If Client has any disputes with respect to this Agreement or the Services, such disputes shall be directed to Reseller for resolution in accordance with Snappt’s agreement with Reseller. Without limiting the foregoing, any notice to Snappt shall be sent to the attention of the General Counsel at [email protected]. Notwithstanding anything herein to the contrary, any support requests from Client shall be directed exclusively to Reseller.
6.3 Severability. All provisions of this Agreement are deemed to be separate and distinct covenants. In case any provision of this Agreement will be held invalid, illegal or unenforceable, the remaining provisions of this Agreement will not in any way be affected or impaired. The parties agree that if any provision is determined by any court to be invalid or unenforceable by reason of such provision extending for too great a period of time or over too broad a scope, then such provision will be interpreted to extend over the maximum period of time and the maximum scope that such court determines to be valid and enforceable.
6.4 Relationship. The parties acknowledge and agree that their relationship is and shall remain solely and exclusively that of independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties, and in no event will either party be, claim to be or be deemed to be an employee, agent or partner of the other party by reason of or with respect to this Agreement or any Services. Notwithstanding anything in this Agreement or the MSA to the contrary, Snappt shall be deemed a third-party beneficiary of this Agreement with the power to enforce the same against Client.
6.5 Updates. This Agreement, in the form posted at the time of Client’s use of the applicable Service(s) to which it applies shall govern such use (including transactions entered during such use). Snappt reserves the right to change the terms and conditions of this Agreement or to modify or discontinue the Service(s) offered by Snappt at any time (including modifying the functionality or features or releasing a new version). In the event of any changes to this Agreement, Snappt will provide notice by posting the revised Agreement at this URL. Any such changes will go into effect on the effective date shown in the revised Agreement. By continuing to use any Service(s) after the new effective date, Client agrees to be bound by such changes. If the modified terms are not acceptable to Client, Client’s sole recourse is to cease using the Service(s). Therefore, Client is hereby advised to review the posted terms of this Agreement prior to each use of the Service(s) (e.g., prior to each transaction or submission). The terms of this Agreement that applied when Client previously used the Service(s) will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to Client of new, revised or additional terms is determined by a tribunal to be insufficient, the prior terms of the Agreement shall continue until sufficient notice to establish a new agreement occurs.

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