Partner Terms of Service

Effective Date: March 20, 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)”).

  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”). If and to the extent Services include a license to Snappt PRO identity verification services (the “IDV Services”), the license to and use of the IDV Services by Client shall be further subject to the terms and conditions of Section 5 below.
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”), Client expressly acknowledges and agrees that, notwithstanding anything herein 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.
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 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 and standard terms promulgated by Snappt and Incode (if applicable) 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 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 acknowledges that the Services (including any Reports provided as part of the Services) provided under this Agreement may be considered to be “consumer reports” within the meaning of the FCRA and Client certifies that it will only use the reports for such “permissible purposes” (as defined in the FCRA) and will not otherwise violate the provisions of the FCRA in connection herewith. 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 reserves the right to update its privacy policy and such list of Service Providers from time-to-time by posting such updates to the foregoing 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 to the contrary, Snappt may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion, subject to compliance with applicable laws. For this purpose, “Aggregate Data” means Applicant Data with the names, addresses and other personally identifiable information of Applicants removed. 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 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 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. 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. FURTHER, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SNAPPT DOES NOT WARRANT THAT THE SERVICES WILL BE FREE OF DEFECTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR FREE FROM LOSS OR DELETION OF CLIENT DATA.
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 IDV SERVICES

5.1 License Grant. Client acknowledges that the IDV Services are promulgated by Incode Technologies, Inc. (“Incode”). Client’s license to use and access the IDV Services shall be subject to the Incode Documentation (as defined herein below). 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 Snappt:

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

5.2 License Restrictions. Without limiting any of Client’s other obligations in the Agreement to the contrary, 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 IDV Service or any software, documentation or data related to the Services (“Software”) (except to the extent applicable laws specifically prohibit such restriction); (b) modify, translate, or create derivative works based on the IDV Service; (c) transfer or encumber rights to the IDV Service; (c) use the IDV Service for the benefit of a third party; (d) remove or otherwise alter any proprietary notices from the IDV Service or any portion thereof; (e) use the IDV Service to build an application or product that is competitive with any Incode product or IDV Service; (f) interfere or attempt to interfere with the proper working of the IDV Service or any activities conducted on the IDV Service; (g) bypass any measures Incode may use to prevent or restrict access to the IDV Service (or other accounts, computer systems or networks connected to the IDV Service); (h) use the IDV 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. Client, represents and warrants 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. 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 IDV Service, including but not limited to uploading Client Data onto the IDV Service. Client: (A) shall use the IDV Service in compliance with all applicable laws, treaties and regulations in connection with Client’s use of the IDV Service, and (B) shall not use the IDV Service in a manner that violates any third-party rights. This provision shall survive any expiration or termination of the Agreement. Client acknowledges that the IDV Services are being furnished to Client as a sublicense from Incode and, accordingly, Snappt makes no representations or warranties, whether express or implied, with respect to the IDV Services. Notwithstanding anything in the Agreement or the MSA to the contrary, Snappt and Incode shall be deemed a third-party beneficiary of this Agreement with the power to enforce the same against Client.
5.3 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. Neither Snappt nor Incode is responsible to Client, for unauthorized access to Client Data, or the unauthorized use of the IDV 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 Reseller, Incode and Snappt may use the Client Data for the purpose of (i) providing the IDV Services to Client; and (ii) improving or modifying Incode´s or Snappt’s technology (including its algorithms), including for the purposes included in Incode’s privacy notice, available at https://incode.com/privacy-policy/; provided it has an appropriate legal basis, which Client undertakes to include on the Client end-user flow and provide the results of the same to Snappt and/or Reseller directly and in real time) from the Clients end-users’ before any end-user accesses the IDV 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 and Snappt’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Incode’s and Snappt’s products and services) notwithstanding anything herein to the contrary. “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Snappt or Incode in connection with Client’s, use of the IDV 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 Agreement. Client shall acknowledge and agree that Client shall be solely responsible for requesting individuals the end-users’ consent for the aforementioned purposes.
5.4 Infrastructure / Third Party services. Client, acknowledges and agrees that the IDV 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.
5.5 Suspension of Services; Effect of Termination. Incode and/or Snappt may suspend or limit Client’s, access to or use of the IDV Service if Client’s use of the IDV Service results in (or is reasonably likely to result in) damage to or material degradation of the IDV Service which interferes with Incode’s or Snappt’s ability to provide access to the IDV Service to other customers. Upon expiration or earlier termination of the MSA, 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. At Reseller’s, Incode’s or Snappt’s request, Client will ensure that Client, deletes all of Incode’s or Snappt’s Confidential Information. This provision shall survive any expiration or termination of this Agreement or the MSA.
5.6 Disclaimer of Warranties. THE IDV SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS 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. NEITHER SNAPPT NOR INCODE WARRANTS ANY THIRD-PARTY SERVICES OR THAT CLIENT’S USE OF THE IDV SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY SECURITY MECHANISMS IMPLEMENTED BY THE IDV SERVICE WILL NOT HAVE INHERENT LIMITATIONS. This provision shall survive any expiration or termination of this Agreement or the MSA.
5.7 Limitation of Liability. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SNAPPT OR INCODE, 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 IDV SERVICES (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 SNAPPT WITH RESPECT TO THE IDV SERVICES IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER. This provision shall survive any expiration or termination of this Agreement or the MSA.
5.8 Force Majeure. Neither Snappt nor Incode will be liable for any delay or failure to perform the IDV 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.
5.9 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 this Agreement or the MSA.

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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