Terms and Conditions
Effective Date: April 2022
PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE(S) (DEFINED BELOW), APP(S) (DEFINED BELOW) AND SERVICE(S) (DEFINED BELOW) MADE AVAILABLE BY SNAPPT.
THIS AGREEMENT REQUIRES YOU ARBITRATE ANY DISPUTES YOU HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT.
IMPORTANT — THESE TERMS AND CONDITIONS (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) (“YOU” or “YOUR”) AND SNAPPT INC. (HEREINAFTER “COMPANY”, “SNAPPT” “WE”, “US” OR “OUR”) THAT SETS FORTH THE LEGAL TERMS AND CONDITIONS FOR YOU USE OF WWW.SNAPPT.COM AND ANY OTHER WEBSITE OWNED AND OPERATED BY COMPANY (THE “WEBSITE(S)”) AND COMPANY’S SERVICES, INCLUDING ANY SOFTWARE, PRODUCTS OR OTHER SERVICES OFFERED BY COMPANY FROM TIME TO TIME AND OTHER SERVICES OFFERED THROUGH THIRD PARTIES INTEGRATING COMPANY FUNCTIONALITY THAT PROVIDE A LINK TO THIS AGREEMENT (COLLECTIVELY WITH THE WEBSITE(S) AND THE “SERVICE(S)
THE COMPANY PROVIDES AN ONLINE PLATFORM THAT ALLOWS ENTITIES AND INDIVIDUALS THAT OWN OR MANAGE RENTAL PROPERTIES (“LANDLORDS”) AND APPLICANTS SEEKING TO RENT SUCH RENTAL PROPERTIES (“APPLICANTS”) TO USE THE FUNCTIONALITY WE MAKE AVAILABLE TO FACILITATE ASPECTS OF THE RENTAL APPLICATION PROCESS AND TO HELP ENSURE DOCUMENTS PROVIDED BY APPLICANTS ARE VALID AND NOT FRAUDULENT IN NATURE.
- Agreement. THIS AGREEMENT APPLIES EQUALLY TO BOTH LANDLORDS AND APPLICANTS USE OF THE SERVICE(S) AND YOUR USE OF SERVICES(S) CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. BY USING ANY OF OUR SERVICE(S), YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ELECTRONIC DISCLOSURE AGREEMENT IN SECTION 5 BELOW AND THE ARBITRATION AGREEMENT IN SECTION 12 BELOW.TO PURCHASE OR OTHERWISE GAIN ACCESS TO CERTAIN SERVICE(S), COMPANY MAY REQUIRE YOU (IF YOU ARE A LANDLORD) TO ENTER INTO A SEPARATE MASTER SERVICES AGREEMENT (THE “MSA”). TO THE EXTENT OF A CONFLICT BETWEEN THIS AGREEMENT AND THE MSA, THE MSA SHALL GOVERN AND CONTROL IN ALL RESPECTS. TO THE EXTENT YOU HAVEN’T ENTERED INTO A MSA WITH COMPANY, INCLUDING, IF YOU ARE AN APPLICANT, THE TERMS OF THIS AGREEMENT SHALL APPLY TO YOUR ACCESS AND USE OF THE SERVICE(S). FURTHER, IN SOME INSTANCES, BOTH THIS AGREEMENT, AND SEPARATE GUIDELINES, RULES, POLICIES, OR PROCEDURES SETTING FORTH ADDITIONAL OR DIFFERENT TERMS AND/OR CONDITIONS WHICH WILL APPLY TO YOUR USE OF THE SERVICE(S) OR TO A PRODUCT OR SERVICE OFFERED VIA THE SERVICE(S) (IN EACH SUCH INSTANCE, AND COLLECTIVELY, “ADDITIONAL TERMS”). WHERE ADDITIONAL TERMS APPLY, WE WILL MAKE THEM AVAILABLE FOR YOU TO READ THROUGH IN CONNECTION WITH YOUR USE OF THAT SERVICE. BY USING THAT SERVICE, YOU AGREE TO THE ADDITIONAL TERMS. TO THE EXTENT THERE IS A CONFLICT BETWEEN THIS AGREEMENT AND ANY ADDITIONAL TERMS, THE ADDITIONAL TERMS WILL CONTROL UNLESS THE ADDITIONAL TERMS EXPRESSLY STATE OTHERWISE.This Agreement (or if applicable Additional Terms), in the form posted at the time of your use of the applicable Service(s) to which it applies shall govern such use (including transactions entered during such use). AS OUR PLATFORM AND OUR SERVICE(S) EVOLVE, WE RESERVE THE RIGHT TO CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT OR TO MODIFY OR DISCONTINUE THE SERVICE(S) OFFERED BY COMPANY AT ANY TIME. IF WE CHANGE THIS AGREEMENT, WE WILL GIVE YOU NOTICE BY POSTING THE REVISED AGREEMENT ON THE APPLICABLE SERVICE(S). THOSE CHANGES WILL GO INTO EFFECT ON THE EFFECTIVE DATE SHOWN IN THE REVISED AGREEMENT. BY CONTINUING TO USE ANY SERVICE(S) FROM COMPANY AFTER THE NEW EFFECTIVE DATE, YOU AGREE TO BE BOUND BY SUCH CHANGES. IF THE MODIFIED TERMS ARE NOT ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE USING THE SERVICE(S). Therefore, you should review the posted terms of service and any applicable Additional Terms each time you use the Service(s) (at least prior to each transaction or submission). The new terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the terms of service (and any applicable Additional Terms) that applied when you 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 you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page, and the email you associated with your purchases for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or Additional Terms by discontinuing use of the Service(s).
- Acceptable Use. You are responsible for your use of the Service(s), and for any use of the Service(s) made using your account. Our goal is to create a positive and safe experience in connection with our Service(s). To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to Company. When you use the Service(s), you may not:
- use the Service(s) to:
- harvest, collect, gather, or assemble information or data regarding any job candidate or other person without his or her consent;
- engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service(s), or which, as determined by us, may harm Snappt or users of the Service(s) or expose any party to liability;
- transmit information in a way that infringes upon the copyrights, trademarks, trade secrets, or other intellectual property rights of any person or entity; or
- reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder.
- enter materials into the Service(s) that:
- are deceptive, fraudulent, illegal, obscene, offensive, defamatory, slanderous, libelous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise inappropriate in Snappt’s discretion;
- contain viruses, bots, worms, scripting exploits or other similar materials; or
- could otherwise cause damage to Snappt or any third party;
- use the Service(s) in any way that violates any applicable laws, rules or regulations;
- access the Service(s) in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Service(s), or to copy any ideas, features, functions or graphics of the Service(s);
- share non-public features or content of the Service(s) with any third party;
- use or transmit data that you don’t have the right to use or transmit (including confidential or personal information you are not authorized to disclose);
- misrepresent yourself or disguise the origin of any data, content or other information you submit (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Snappt or any third party);
- probe, scan, or test the vulnerability of any Service(s) or network used with the Service(s);
- tamper with, reverse engineer or hack the Service(s), circumvent any privacy or security or authentication measures of the Service(s) or knowingly interfere in any manner with the operation of the Service(s), the data contained therein, or the hardware and network used to operate the Service(s);
- attempt to gain unauthorized access to the Service(s) (or any portion thereof), related services, networks or data or the source code of any software making up the Service(s);
- encumber, distribute adapt, combine, create derivative works of or otherwise modify any portion of the Service(s);
- license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Service(s) available to any third party;
- access or search the Service(s) by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the Service(s) in any medium, including, without limitation by any automated or non-automated “scraping”;
- overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on the Service(s) that consume extraordinary resources, such as by: (i) using “robots,” “spiders,” “offline readers” or other automated means to send more request messages to our servers than a human could reasonably send in the same period of time using a normal browser; or (ii) going far beyond the use parameters contemplated for the Service(s);
- access the Service(s) via another user’ account without their permission;
- remove or obscure any proprietary or other notices contained in the Service(s);
- use meta tags or any other “hidden text” including Snappt’s or our suppliers’ product names or trademarks;
- use or attempt use the Service(s) in violation of this Agreement or any MSA or other agreement to which you are a party; or
- permit or encourage anyone else to commit any of the actions above.
- use the Service(s) to:
- Ownership & Copyright Restriction
- Content. The Service(s) contain a variety of: (i) materials and other items relating to Snappt, Snappt’s Website(s) and platform, and similar items from our licensors and other third parties, including all software, layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Platform, and the compilation, assembly, and arrangement of the materials of the Platform and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of Snappt (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).
- Ownership. The Service(s) (including past, present and future versions) and the Content are owned or controlled by Snappt and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Service(s) is the property of Snappt or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, or other intellectual property and unfair competition rights and laws to the fullest extent possible. Snappt owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service(s).
- Limited License. Snappt will make the Service(s) available to you on a non-exclusive basis for your use in accordance with the terms of this Agreement. Subject to your strict compliance with this Agreement and the Additional Terms and your payment of any fees, Snappt grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download (temporary storage only), display, view, use, play, and/or print one copy of the platform (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a Device for your internal business use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any of the platform, Service(s) or Content, and (ii) may be immediately suspended or terminated for any reason, in Snappt’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of platform, Service(s) and Content, subject to certain Additional Terms.
- Availability of Service(s) and Content. Company may immediately suspend or terminate the availability of the Service(s) and Content (and any elements and features of them), in whole or in part, for any reason, in Company’s sole discretion, and without advance notice or liability.
- Reservation of All Rights Not Granted as to Service(s) and Content. This Agreement and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service(s). No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Company and its licensors and other third parties. Any unauthorized use of any Content or the Service(s) for any purpose is prohibited. Except as expressly provided in a signed written agreement between you and Snappt: (1) the Service(s) may not be used, displayed, copied, reproduced, distributed, republished, uploaded, downloaded, posted, transmitted, mirrored, modified, or otherwise, or in any way exploited for personal gain; (2) you may not redistribute, sell, translate, modify, reverse-engineer or reverse-compile or decompile, disassemble or make derivative works of the Service(s) or any Content or components that are available on the Service(s); and (3) you may not make commercial use of any webpage or Service(s) provided by Company, including redistribution or copying by means. You agree not to interfere or take action that results in interference with or disruption of the Service(s) or servers or networks connected to the Service(s). You agree not to attempt to gain unauthorized access to other computer systems or networks connected to the Service(s). Company reserves all other rights. Except as expressly provided herein, nothing on the Service(s) will be construed as conferring any license under Company’s and/or any third party’s intellectual property rights, whether by estoppel, implication or otherwise. Notwithstanding anything herein to the contrary, Company may revoke any of the foregoing rights and/or your access to the Service(s), including the Website(s), or any part thereof, at any time without prior notice. You may not delete any legal or proprietary notices in the Service(s) or elsewhere.
- Electronic Disclosure Agreement. You agree that you have read and consent to be bound by the following Electronic Disclosure terms of this Section 5.
- Feedback and Material Submissions.
- General. Snappt may now or in the future offer users of the Service(s) the opportunity to post, upload, display, publish, distribute, transmit or otherwise make available on or submit through the Service(s), messages, text, files, comments, responses, information, content, results, reviews, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “Feedback”). Snappt may allow you to do this through contact us, email, and other communications functionality. Subject to the rights and license you grant in this Agreement, you retain whatever legally cognizable right, title, and interest that you have in your Feedback and you remain ultimately responsible for it.
- Non-Confidentiality of Your Feedback. You agree that: (a) your Feedback will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned; and (b) Snappt does not assume any obligation of any kind to you or any third party with respect to your Feedback. Upon Snappt’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with this Agreement or any Additional Terms.
- License to Snappt of Your Feedback. Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your Feedback), you hereby grant to Snappt, and you agree to grant to Snappt, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your Feedback (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such Feedback and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any Feedback for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to Snappt to your Feedback, you also hereby grant to Snappt, and agree to grant to Snappt, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any Feedback, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 6(C).
- Representations and Warranties Related to Feedback. You represent and warrant that: (i) you either are the sole and exclusive owner of all of your Feedback that you make available through the Service(s) or you have all rights, licenses, consents and releases that are necessary to grant to Company the rights in your Feedback, as contemplated under this Agreement; and (ii) neither your Feedback, nor your posting, uploading, publication, submission or transmittal of your Feedback or Company’s use of your Feedback (or any portion thereof) on, through or by means of the Service(s) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- DISCLAIMER.YOUR ACCESS TO AND USE OF THE SERVICE(S) IS AT YOUR SOLE RISK. THE SERVICE(S) ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, Snappt, its parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “Snappt Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
- the Service(s) (including the Content and Feedback);
- the functions, features, or any other elements on, or made accessible through, the Service(s);
- any products, services, developer code or instructions offered or referenced at or linked through the Service;
- security associated with the transmission of your Feedback;
- whether the Service(s) or the servers that make the Service(s) available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
- whether the information (including any instructions) on the Service(s) is accurate, complete, correct, adequate, useful, timely, or reliable;
- whether any defects to, or errors on, the Service(s) will be repaired or corrected;
- whether your access to the Service(s) will be uninterrupted;
- whether the Service(s) will be available at any particular time or location; and
- whether your use of the Service(s) is lawful in any particular jurisdiction.EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A SNAPPT PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SNAPPT PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
- LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, YOU AGREE THAT THE SNAPPT PARTIES WILL NOT BE LIABLE FOR ANY PERSONAL INJURY OR FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR OTHERWISE, ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, OR YOUR USE OF THE SERVICE(S).THE CUMULATIVE LIABILITY OF THE SNAPPT PARTIES TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, YOUR USE OF THE SERVICE(S), INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING THE SIX (6)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) $100 (USD). THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF IMPLIED WARRANTIES, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES HERETO, THAT THE PARTIES HAVE RELIED UPON SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, AND THAT ABSENT SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
- INDEMNIFICATION. You agree to, and you hereby, defend, indemnify, and hold the Snappt Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Snappt Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) Feedback; (ii) your use of the platform and our Service(s) and your activities in connection with the platform and Service(s), including, without limitation, any transaction entered into by you through your use of the platform and Service(s); (iii) your breach or alleged breach of this Agreement or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the platform, Service(s) or your activities in connection therewith; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; (vii) any other party’s access and/or use of the platform/Service(s) with your account; (viii) any failure to obtain consents required by applicable law or regulations for Snappt to send communications on your behalf; and (ix) Snappt Parties’ use of the information that you submit to us (including your Feedback) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by Snappt Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, the Snappt Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. The Snappt Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Snappt Party.
- Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of California, without regard to any conflict of laws principles.
- Dispute Resolution/ Arbitration Agreement.Certain portions of this Section 12 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Snappt agree that we intend that this Section 12 satisfies the “writing” requirement of the Federal Arbitration Act.
- First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the platform, the Service(s), the Content, your Feedback, this Agreement, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Snappt’ actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 12(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such contact information exists or if such information is not current, then we have no obligation under this Section 12(A). Your notice to us must be sent to: Snappt Inc., 8735 Dorrington Ave, Los Angeles, CA 90048 (Attn: Snappt Legal). For a period of sixty (60) days from the date of receipt of notice from the other party, Snappt and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Snappt to resolve the Dispute or Excluded Dispute on terms with respect to which you and Snappt, in each of our sole discretion, are not comfortable.
- Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 12(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND SNAPPT MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT, SERVICES OR ADVERTISING CONNECTED TO THE PROVISION OR USE OF THE PLATFORM (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT – INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, FRAUD, ANY OTHER INTENTIONAL TORT OR COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY – AND WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT. The Federal Arbitration Act (“FAA”) shall govern the arbitrability of all disputes between Snappt and you regarding this Agreement (and any Additional Terms) and the Platform and Services, including the No Class Action Matters section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.A Dispute will be resolved solely by binding arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”), in accordance with the then-current streamlined Arbitration Rules and Procedures (“Rules”) of, or by any other arbitration administration service that you and an officer or legal representative of Snappt consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable Rules; but if applicable Rules or laws require Snappt to pay a greater portion or all of such fees and costs in order for this Section 12 to be enforceable, then Snappt will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitrator will apply and be bound by this Agreement and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. Issues relating to the enforceability of the arbitration and class action waiver provisions contained herein are for the court to decide.
- Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 12(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 12(A); (b) filing for arbitration with JAMS as set forth in Section 12(B); or (c) filing an action in state or Federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.
- Injunctive Relief. The foregoing provisions of this Section 12 will not apply to any legal action taken by Snappt to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the platform, the Service(s), any Content, your Feedback and/or Snappt’s intellectual property rights (including such Snappt may claim that may be in dispute), Snappt’s operations, and/or Snappt’s products or services.
- No Class Action Matters. YOU AND SNAPPT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 12(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 12(F). Notwithstanding any other provision of this Section 12, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
- Federal and State Courts in Los Angeles County, California. Except where arbitration is required above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in Los Angeles County, California. Accordingly, you and Snappt consent to the exclusive personal jurisdiction and venue of such courts for such matters.
- Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.
- Termination. We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate this Agreement or your access to the Service(s), and (b) deactivate or cancel your Company account. In the event Company terminates this Agreement or your access to the Service(s) or deactivates or cancels your Company account, you will remain liable for all amounts due hereunder. Please note that if your Company account is cancelled, we do not have any obligation to delete or return to you any of your Feedback that you have posted to the Service(s).
- Waiver. No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. The terms and conditions of this Agreement may be waived or amended only in writing and only by the party that is entitled to the benefits of the term(s) or condition(s) being waived or amended. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.
- Waiver of Injunctive or Other Equitable Relief. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE PLATFORM AND OUR PROVISION OF THE SERVICES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY SNAPPT OR A LICENSOR OF SNAPPT.
- Unenforceability. If any provision of this Agreement or any word, phrase, clause, sentence, or other portion thereof should be held to be unenforceable or invalid for any reason, then such provision or portion thereof shall be modified or deleted in such manner as to render this Agreement as modified legal and enforceable to the maximum extent permitted under applicable laws.
- Authority. The party entering into this Agreement hereby acknowledges, represents and warrants that he or she is expressly and duly authorized to enter into this Agreement and to legally bind said party to this Agreement.
- Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction.
- Notices. You may contact us by writing us at the address or email address listed below:Snappt Inc.
226 W. Ojai Ave, Ste 101-419
Ojai, CA 93023
- Investigations; Cooperation with Law Enforcement; Termination; Survival. Snappt reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Platform security or its information technology or other systems or networks, (ii) investigate any suspected breaches of this Agreement and any Additional Terms, (iii) investigate any information obtained by Snappt in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of this Agreement and any Additional Terms, and (vi) discontinue the platform and/or Service(s), in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Snappt under this Agreement or any Additional Terms. Upon suspension or termination of your access to the platform/Service(s), or upon notice from Snappt, all rights granted to you under this Agreement or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the platform and Service(s). The provisions of this Agreement and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Snappt in this Agreement, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
- Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the platform and Service(s) and you will be responsible for all charges related to them.
- Export Controls. Software related to or made available by the Service(s) may be subject to export controls of the U.S.A. No software from the Service(s) may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S.A. has embargoed goods, software, technology or services (which, as of the effective date of this Agreement, includes Cuba, North Korea, Iran, Sudan, and Syria), or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i) – (iii) above.
PLEASE PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS AND PLEASE CHECK BACK FREQUENTLY FOR ANY CHANGES TO THIS AGREEMENT.
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