Terms and Conditions

The website located at www.snappt.com, together with any related websites, applications, software, products and services (individually and collectively, the “Site”) constitute a copyrighted work belonging to Snappt, Inc. and its affiliates (collectively, “Snappt”, “Company”, “us”, “our”, and “we”).  Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features (as applicable, “Additional Terms”).  All such Additional Terms, guidelines, and rules are incorporated by reference into these Terms.

These Terms of Use (these “Terms”) set forth the legally binding terms and conditions that govern your use of the Site.  By accessing or using the Site, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent).  you may not access or use the Site or accept the Terms if you are not at least 18 years old.  If you do not agree with all of the provisions of these Terms, do not access and/or use the Site.

THE COMPANY PROVIDES AN ONLINE PLATFORM THAT ALLOWS ITS CUSTOMERS (“CLIENTS”) AND APPLICANTS SEEKING TO ENTER INTO A POTENTIAL BUSINESS TRANSACTION (E.G., TO RENT OR PURCHASE A PROPERTY) WITH THESE CLIENTS (“APPLICANTS”) TO USE THE FUNCTIONALITY WE MAKE AVAILABLE TO FACILITATE ASPECTS OF THE APPLICATION PROCESS.  THESE TERMS APPLY TO CLIENTS, APPLICANTS AND ANY OTHER PERSON OR ENTITY ACCESSING THE SITE.

PLEASE BE AWARE THAT SECTION 10.2 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 10.2 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 10.2 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION 10.2 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

1.   Accounts

1.1.   Account Creation.  In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form.  You represent, warrant and covenant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you will not use a username (or e-mail address) that is: (i) already being used by someone else, (ii) may impersonate another person, (iii) belongs to another person, (iv) violates any intellectual property or other right of any person or entity, or (v) is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion.  You may delete your Account at any time, for any reason, by following the instructions on the Site.  Company may suspend or terminate your Account in accordance with Section 8.  You hereby consent to all communications from Snappt with respect to your Account, including the collection, retention, use and disclosure of your personal information in accordance with Snappt’s Privacy Policy.  The foregoing consent expressly includes contacting you via the cellphone number and/or email address that you supplied and the use of automated, artificial and/or pre-recorded voices in communicating with you, including, without limitation, via text messaging and/or telephone calls to your cellular, mobile and/or landline telephone. Without limiting the foregoing, you agree that such communications shall not be subject to any limits based on time or volume.

1.2.   Account Responsibilities.  You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account.  Without limiting the foregoing, you agree to take commercially reasonable efforts to protect and maintain the security of any device you use to access your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security.  Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

1.3.   Applicants.  If you are an Applicant, the following terms apply with respect to your use of the Site:

(a)   If our Client to whom you are applying is utilizing Snappt’s fraud detection and identity verification software as a service (“FD Service”), you will be provided with a URL to provide your Applicant Data to the Site, which Snappt will analyze and generate a report that will be submitted to the applicable Client (each, a “Submission”).  The FD Service is intended to detect whether your income and identity verification materials collected by Snappt 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”/”Pass” (i.e., Snappt did not detect any fraudulent activity), whether the Submission was “Edited”/”Fail” (i.e., Snappt detected edits to the documents submitted by you, or Snappt otherwise detected other fraudulent activity (e.g., a fraudulent payroll service or employer was used to produce submitted documentation)). You expressly acknowledge and agree that not all types and categories of earnings and account statements can be analyzed by Snappt. 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 the Client that the Submission was “Insufficient”, and the Client will determine whether to request that you resubmit additional documentation.  To the extent you are manually uploading your Applicant Data to the Snappt portal (as opposed to using a direct financial institution or payroll provider account connection service), only pdf bank statements and pay stubs generated directly from your financial institution or payroll provider’s website are covered by Snappt.  All other documents cannot be scored by Snappt and will be returned to the Client as “Insufficient”.

(b)   If our Client to whom you are applying is utilizing tax account, financial institution or payroll provider account connectivity software as a service, you will be given the option of connecting Snappt directly to your tax account, financial institution or payroll provider account to access the requisite verification information.  In so doing, Snappt may also collect details regarding your employment status from your financial institution or payroll provider, if such information is made available thereby.  If you choose to elect this option, you may be directed to a third-party data transfer agent to provide all such data to Snappt pursuant to such third-party’s terms.  You may be asked to agree to such third-party’s privacy policy and terms and conditions, and your use of the Site will be expressly conditioned upon your agreement to and compliance with such terms.  By electing to engage the third-party, you hereby authorize Snappt to collect and process the available data from your financial institution or payroll provider (which, for the avoidance of doubt, shall be deemed Applicant Data hereunder), and provide the same to the Client.  Snappt offers no guarantee that your tax account, financial institution or payroll provider account will be interoperable with Snappt’s service. Snappt’s connected-source verification may include direct connections to payroll providers, financial institutions, tax-data providers, employment-verification services, and asset-verification services. The specific connections available to you will depend on your income source and your authorization. Each connection requires your separate authorization through the applicable third-party provider. You may decline any connection and proceed via document upload at any point in the verification process.

(c)   If our Client to whom you are applying is utilizing Snappt’s financial verification software as a service (the “FV Service”) or verification of assets software as a service (the “VOA Service”), Snappt will analyze your data collected from Submissions to generate certain calculations of your finances that are supported by Snappt (“Financial Summaries”), which shall be reflected in the Report. The Financial Summary is a deterministic computation on the verifiable income components Snappt is able to identify; it is not a prediction, score, or estimate of your creditworthiness, payment likelihood, or any other applicant characteristic. Because the Financial Summary reflects only the income components Snappt is able to verify from the sources you provide, income from sources you do not disclose or verify will not be reflected.  Because Financial Summaries are a snapshot based on the limited information reported by you in the Submission (e.g. gross income with respect to the applicable pay periods, extrapolated to a monthly figure), you expressly acknowledge that Financial Summaries are not a guarantee of your total financials.  Accordingly, you agree to discuss any issues and concerns regarding your financial information with the Client to ensure that they adequately reflect your relevant financial status and meet the Client’s eligibility criteria. You expressly acknowledge and agree that not all types and categories of earnings and account statements can be analyzed by Snappt, and that certain minimum information must be included in the applicable Submission in order to generate a Financial Summary.  You expressly acknowledge and agree that not all types and categories of earnings and account statements can be analyzed by Snappt.

(d)   If our Client to whom you are applying is utilizing facial identification and ID matching services from Snappt, you may be directed to a third-party provider to upload a picture of a government issued identification card and to take a “selfie” image of your face.  You may be asked to validate that you are an existing accountholder of such third-party and/or otherwise create an account by registering for credentials with such third-party and agreeing to such third-party’s privacy policy and terms and conditions. Your use of the Site will be expressly conditioned upon your agreement to and compliance with such terms. By electing to proceed, you hereby authorize Snappt to collect and process the facial identification information or verification results received from the third-party provider and to report the same to the Client (including the selfie image and the image of your government-issued identification). Where the third-party provider acts as Snappt’s service provider, Snappt’s collection and processing of the facial identification information is governed by Snappt’s Privacy Policy. Where the third-party provider has a direct account relationship with you, you expressly acknowledge and agree that the third-party provider’s separate collection and processing of your information is governed by that provider’s own privacy policy and terms and conditions. You acknowledge that you may be required to use and have access to your own personal cellphone or mobile device in order to verify your identity using this feature, and your failure to use your own personal cellphone or mobile device may result in the failure to verify your identity.

(e)   If our Client to whom you are applying is utilizing Snappt’s synthetic identity detection software as a service (the “SI Service”), Snappt may collect and/or you may be asked to provide certain identifying information (which may include, without limitation, your full legal name, date of birth, current address, and Social Security number or other taxpayer identification number), either directly via the Site or to the Client as part of your application. By providing this information — whether directly via the Site or to the Client as part of your application — you authorize Snappt to share it with a third-party Licensor for the purpose of evaluating it for indicators of synthetic identity fraud, including the use of a credit privacy number in lieu of a legitimate Social Security number. The results returned by the Licensor will be reflected in the Report provided to the Client. You may be asked to agree to such Licensor’s privacy policy and terms and conditions, and your use of the Site will be expressly conditioned upon your agreement to and compliance with such terms.

(f)   If our Client to whom you are applying is utilizing Snappt’s verification of rent software as a service (the “VOR Service”), Snappt will report on your rental history based on information that may derive from your Financial Summaries and/or prior landlord reference information provided by you (either via your application or directly via the Site, to the extent necessary). To the extent Snappt is utilizing your landlord reference information, Snappt will use the reference information to contact your landlord references for a predetermined period. Snappt will report back whether each landlord reference responded.  If the landlord reference responds, Snappt’s Report may include such information as the lease term reported by the reference, the monthly rent reported by the reference and whether there is any past due rent balance reported by the reference.  While Snappt will seek to independently validate this information, you expressly acknowledge that ultimately the accuracy and reliability of the rental history information is dependent on the accuracy and reliability of the information supplied by you and the responses supplied by the landlord reference. Snappt will only seek to contact a landlord reference for a period of 72 hours, and if no response is received, the Report will reflect that the reference was not validated. If the landlord reference is unable to respond in English, the Report may reflect that the reference was not validated.  Snappt may compile and report the responses from landlord references with information collected via Snappt’s other Services, and provide a cumulative report with respect thereto.  Where Snappt is able to validate your rental history using other data (such as Financial Summaries), Snappt may elect not to separately validate via landlord references.

(g)   If our Client to whom you are applying is utilizing Snappt’s verification of employment software as a service, Snappt will report on your current employment status based on information that may derive from your Financial Summaries (e.g., an offer letter or paystub) and/or employer reference information provided by you (either via your application or directly via the Site, to the extent necessary). Snappt’s Report may include such information as your employment status, your compensation and your start date. You acknowledge and agree that Snappt may attempt to validate this information directly from your employer, and Snappt may contact your employer either via the supplied contact information or via publicly available contact information. Snappt will report back whether the employer responded and/or whether Snappt was able to independently validate your employment. You expressly acknowledge that ultimately the accuracy and reliability of the employment information is dependent on the accuracy and reliability of the information supplied by you and the responses supplied by your employer, if any. Snappt will only seek to contact an employer reference for a limited period of time, and if no response is received, the Report will reflect that the reference was not validated. If the employer is unable to respond in English, the Report may reflect that the reference was not validated. Snappt may compile and report the responses from the employer with information collected via Snappt’s other Services, and provide a cumulative report with respect thereto. Where Snappt is able to validate your employment using other data (such as Financial Summaries or other publicly available information), Snappt may elect not to separately validate via employer references.

(h)  You expressly represent and warrant to Snappt that you have provided all requisite consent to the Client to authorize Snappt to conduct its reporting on you and provide the Services to the Client.  Without limiting the foregoing or anything herein, you expressly authorize Snappt its affiliates and/or any third party contacted by Snappt or its affiliates (for and on behalf of the Client) to (i) provide a consumer report and/or investigative consumer report bearing on your credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living which is used or expected to be used for purposes of serving as a factor in the Client’s evaluation of the business transaction that you have initiated with the Client, including, without limitation establishing your current and/or continuing eligibility for residential tenancy purposes or purchase of real estate; (ii) request and obtain from third parties information and documentation related to you, including, but not limited to, personal information and documentation, such as consumer reports and investigative consumer report, as defined by Section 603 of the Fair Credit Reporting Act (the “FCRA”), and any other credit records, public records, court records, housing/rental records, tenant screening reports, employment and salary information records, immigration and other law enforcement records (as applicable), and related information and documentation, and any additional information and documentation as may be reasonably necessary; and (iii) use and share such information and documentation (including records relating to your usage of the Services), as well as any personal information and documentation provided by you (whether currently in the possession of Snappt or any Clients, Licensors, Third Party Services, prior landlords, your employers, and other third parties, or hereafter obtained), with third parties, including, but not limited to, employers, Clients, Licensors, Third Party Services, prior landlords, and other third parties, in connection with your use of the Services and any permissible purpose as provided by Section 604 of the Fair Credit Reporting Act. For more information on your rights, please visit https://www.snappt.com/notice-of-consumer-rights/

(i)   Snappt’s verification tools use computational methods (including pattern-matching, document classification, and arithmetic computation on extracted data) to perform fraud detection and income verification. Snappt does not use these methods to make decisions regarding your application; the Client makes all decisions regarding your application. To the extent any state or federal law requires applicant-facing notice of the use of automated tools in connection with such decision, this disclosure is provided to support that requirement. You may request human review of the results of our Services by contacting us, including via email at [email protected] or by visiting https://snappt.com/disputes-form/. For the avoidance of doubt, all decisions with respect to your application are made entirely by the Client, and you acknowledge that Snappt and its Licensors have no responsibility with respect thereto.  You agree to direct all issues, concerns and disputes regarding the decision to enter into a business transaction with you (e.g., whether lease or not lease an apartment) to the Client.  You agree that your sole and exclusive remedy for any claim arising out of or relating to such decision shall be brought exclusively against the Client, and not against Snappt or its Licensors.  In furtherance of the foregoing, to the maximum extent permitted by applicable law, you hereby waive, release and forever discharge Company, its Licensors and its and their affiliates (and each of its and their respective officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including the approval of your application to the Client).  This waiver and release does not waive or release claims arising out of a breach of these Terms by Snappt or that cannot be waived or released as a matter of law.  YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY EQUIVALENT LAWS OF ANY OTHER APPLICABLE JURISDICTION) IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

1.4.   Applicant References.  If you are a reference for an Applicant being contacted by or on behalf of Snappt in the provision of the Services, you hereby consent to all communications from Snappt with respect thereto, including the collection, retention, use and disclosure of your personal information in accordance with Snappt’s Privacy Policy.  The foregoing consent expressly includes the use of automated, artificial and/or pre-recorded voices in communicating with you, including via text messaging and/or telephone calls to your cellular, mobile and/or landline telephone. You hereby authorize Snappt to use and share such information and documentation (including records relating to your usage of the Services), as well as any personal information and documentation provided by you (whether currently in the possession of Snappt or any employers, Clients, Licensors, Third Party Services, prior landlords, and other third parties, or hereafter obtained), with third parties, including, but not limited to, employers, Clients, Licensors, Third Party Services, prior landlords, and other third parties, in connection with your and the Applicants’ use of the Services and any permissible purpose as provided by Section 604 of the Fair Credit Reporting Act.  Without limiting the foregoing, you agree to allow future communications by Snappt to you on behalf of future Applicants, and such communications shall not be subject to any limits based on time or volume.

1.5.   Clients.  If you are a Client or accessing the Services on behalf of a Client, you further agree that you will only access and use the Services, and the information purveyed thereby, for “permissible purposes” (as defined in the FCRA) in connection with your review of applications submitted by Applicants and for no other purpose.  In addition, you acknowledge receipt of the Notice of User Responsibilities under the FCRA, available at https://www.consumerfinance.gov/rules-policy/regulations/1022/n/ (the “Notice of User Responsibilities”).  You agree to comply with all requirements of the FCRA as from time to time in effect in connection herewith, including without limitation, those obligations outlined in the Notice of User Responsibilities, as applicable.

2.   Access to the Site

2.1.   License. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal use in accordance with these Terms.  To purchase or otherwise gain access to certain service(s) made available through the Site (the Site, together with the services offered thereby, the “Services”), Company may require you (if you are a Client) to enter into a separate master services agreement (an “MSA”). To the extent of a conflict between these Terms and the MSA, the MSA shall govern and control in all respects. To the extent you have not entered into an MSA with Company, these Terms shall apply to your access and use of the Site. If you are a Client and have subscribed to the Services via a third-party reseller, your agreement with such reseller shall constitute the MSA hereunder, and your subscription to and use of the services are subject to Additional Terms available at https://snappt.com/partner-terms/.

2.2.   Certain Restrictions.  The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (e) you will comply with the Acceptable Use Policy (defined below).

2.3.   Modification.  Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you.  You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms.

2.4.   No Support or Maintenance.  You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Services.

2.5.   Ownership.  Excluding any User Content (defined below) that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by Company or Company’s suppliers.  Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms.  There are no implied licenses granted under these Terms.  All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

2.6.   Feedback.  If you provide Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.  Company will treat any Feedback you provide to Company as non-confidential and non-proprietary.  You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

2.7.   Geographic Restrictions. The Services are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are solely responsible for compliance with local laws.

2.8.   Licensed Services. You acknowledge and agree that certain components of the Site may be facilitated by Snappt via license from third parties (“Licensors”). Such licensed components are hereinafter referred to as “Licensed Services”. You may be asked to agree to such Licensor’s privacy policy and terms and conditions, and your use of the Site will be expressly conditioned upon your agreement to and compliance with such terms. 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://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 and/or Licensed Service Terms in its sole and absolute discretion by posting the same at the link above, which such changes will automatically go into effect on the date posted. Your continued use of such Services following such date constitutes your agreement to be bound by such revisions to the Licensed Service Terms. If you object to any of the Licensed Service Terms, your sole recourse is to cease using the applicable Licensed Service. 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.

3.   User Content

3.1.   User Content.  As used herein, “User Content” means any and all information and content that a user submits to, or uses with, the Services (e.g., content in the user’s profile or postings), excluding Applicant Data.  You are solely responsible for your User Content.  You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party.  You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3).  You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company.  Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy.  Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice.  You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

3.2.   License.  You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, for the purpose for which it was provided and as otherwise disclosed in our Privacy Policy.  You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.  If you are an Applicant, you hereby further expressly authorize Company to collect and analyze your application, identification and financial information and materials (“Applicant Data”) on behalf of Clients for purposes of delivering the Services, and to derive Aggregate Data (as defined below) therefrom.  You further acknowledge and agree that, to the maximum extent permitted by applicable law, Snappt may use your Applicant Data for the benefit of, and in providing the Services to, multiple customers.

3.3.   Acceptable Use Policy.  The following terms constitute our “Acceptable Use Policy” or “AUP”:  You agree not to:

(a)   Use the Site to (i) harvest, collect, gather, or assemble information or data regarding any Applicant or other person without their consent; (ii) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Snappt or users of the Services or expose any party to liability; (iii) transmit information in a way that infringes upon the copyrights, trademarks, trade secrets, or other intellectual property rights of any person or entity; or (iv) reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder.

(b)   Enter materials (including Applicant Data) into the Site that (i) 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; (ii) contain viruses, bots, worms, scripting exploits or other similar materials; (iii) you do not have the right to enter into the Site; or (iv) could otherwise cause damage to Snappt or any third party.

(c)   Use the Site in any way that violates any applicable laws or regulations.

(d)   Access the Site in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Services, or to copy any ideas, features, functions or graphics of the Services.

(e)   Share nonpublic features or content of the Site with any third party.

(f)   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).

(g)   Probe, scan, or test the vulnerability of any of the Site or Services or network used therewith.

(h)   Tamper with, reverse engineer or hack the Site, circumvent any privacy or security or authentication measures of the Services or knowingly interfere in any manner with the operation of the Site, the data contained therein, or the hardware and network used to operate the Site.

(i)   Attempt to gain unauthorized access to the Site (or any portion thereof), related Services, networks or data or the source code of any software making up the Site.

(j)   Encumber, distribute adapt, combine, create derivative works of or otherwise modify any portion of the Site.

(k)   License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Site available to any third party.

(l)   Access or search the Site by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the Site in any medium, including, without limitation by any automated or non-automated “scraping”.

(m)   Overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on the Site 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 Services.

(n)   Access the Site via another user’s Account, whether with or without their permission.

(o)   Use meta tags or any other “hidden text” including Snappt’s or our suppliers’ product names or trademarks.

(p)   Use or attempt use the Site in violation of these Terms or any applicable MSA, Additional Terms or any other agreement to which you are a party or are otherwise bound.

(q)   Permit or encourage anyone else to commit any of the actions above.

3.4.   Enforcement.  Notwithstanding anything in an MSA to the contrary, we reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, banning you from the Site, and/or reporting you to law enforcement authorities.

3.5.   Privacy Policy.  Company has personal information and privacy policies as set forth in its online Privacy Policy found at www.snappt.com/privacy-policy, which is fully incorporated herein by reference (the “Privacy Policy”). The practices governing any resulting collection and use of your personal information are disclosed in the Privacy Policy.  By agreeing to these Terms, you hereby consent to the use of your personal information as set forth in the Privacy Policy.

3.6.   Aggregate Data.  You acknowledge and agree that we and the Licensors may create anonymous or de-identified data from personal information you provide via the Site (including, if you are an Applicant, Applicant Data) by removing data components that make the data personally identifiable to you or through obfuscation or other means (“Aggregate Data”). Snappt and the Licensors may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion, subject to compliance with law, including, without limitation, in connection with Snappt’s other products and services, new product development, and to assess and report the performance of the Service(s).  Without limiting the foregoing, Snappt and the Licensors may combine Aggregate Data with information and data obtained from other Applicants and Users and use Aggregate Data to train, retrain, tune, validate, modify, update, or otherwise improve its technology or services, or any other product or service, including, without limitation, as part of any machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.  You hereby expressly consent to the foregoing.

3.7.   Applicant Representations and Warranties.  You hereby represent and warrant to Snappt that all Applicant Data you submit is complete and accurate.  If you are a Client, you further represent, warrant and covenant to Snappt that you have all rights and authorizations necessary to submit the Applicant Data to Snappt, and the Applicant has authorized any and all instruction you give us with respect to Applicant Data, including authorizing you to initiate our communications to you and your access to the Services.

4.   Indemnification.   You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content.  Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.  You agree not to settle any matter without the prior written consent of Company.  Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

5.   Third-Party Links & Ads; Other Users

5.1.   Third-Party Links & Ads.  The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”).  Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads.  Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads.  You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

5.2.   Other Users.  Each Site user is solely responsible for any and all of its own User Content.  Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others.  We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content.  Your interactions with other Site users are solely between you and such users.  You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions.  If there is a dispute between you and any Site user, we are under no obligation to become involved.

5.3.   Third Party Services.  If and to the extent your access to or use of the Service is through, facilitated by, integrated with, associated with or otherwise combined with the products or services of any other person or entity (a “Third Party Service”), you expressly acknowledge and agree that, notwithstanding anything herein to the contrary, Snappt shall have no liability whatsoever arising out of or relating to the Third Party Service, its interoperability with the Service or the accessibility of the Service via the Third Party Service.  Any breach by you of any agreement with a third party with respect to a Third Party Service shall be deemed a breach of these Terms.  For the avoidance of doubt, Licensed Services are not deemed to be Third Party Services.

5.4.   Release.  If you are an authorized user on behalf of a Client, any claims you may have against Snappt shall be brought exclusively by and at the discretion of Client on your behalf in accordance with the terms of the applicable MSA.  Accordingly, you hereby release and forever discharge Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Site users, any Third-Party Links & Ads or any Third Party Services).  This release does not release claims that cannot be released as a matter of law.  YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY EQUIVALENT LAWS OF ANY OTHER APPLICABLE JURISDICTION) IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

6.   Disclaimers

IN PROVIDING THE SERVICE(S), YOU UNDERSTAND AND AGREE THAT COMPANY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN CLIENTS AND APPLICANTS. FURTHER, YOU ACKNOWLEDGE THAT COMPANY IS NOT A REAL ESTATE BROKER, AGENT, INSURER, PROPERTY OWNER OR OPERATOR, MORTGAGE LENDER, MORTGAGE BROKER, MORTGAGE SERVICER, OR CREDITOR. COMPANY DOES NOT MAKE ANY LEASING, SALE, MORTGAGE, CREDIT, OR FINANCING DECISION. COMPANY PROVIDES A PLATFORM TO CONNECT APPLICANTS AND CLIENTS AND OTHER THIRD PARTIES AND HAS NO CONTROL OVER THE INFORMATION PROVIDED BY OR THE CONDUCT OF CLIENTS, APPLICANTS AND THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY DECISION TO APPROVE OR DENY AN APPLICATION. YOU AGREE TO FULLY RELEASE AND HOLD COMPANY HARMLESS FROM ALL LIABILITY IN THIS REGARD.

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  WE (AND OUR LICENSORS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7.   Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8.   Term and Termination.   Subject to this Section, these Terms will remain in full force and effect while you use the Site.  We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms.  Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately.  You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases.  Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.  Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.6, Section 3 and Sections 4 through 10.

9.   Copyright Policy.  Company respects the intellectual property of others and asks that users of our Site do the same.  In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights.  If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent in accordance with Section 10.10:

• 1. your physical or electronic signature;
• 2. identification of the copyrighted work(s) that you claim to have been infringed;
• 3. identification of the material on our services that you claim is infringing and that you request us to remove;
• 4. sufficient information to permit us to locate such material;
• 5. your address, telephone number, and e-mail address;
• 6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• 7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

10.   General

10.1.   Changes.  AS OUR SERVICE(S) EVOLVE, WE RESERVE THE RIGHT TO CHANGE THESE TERMS OR ANY ADDITIONAL TERMS OR TO MODIFY OR DISCONTINUE THE SERVICE(S) OFFERED BY COMPANY AT ANY TIME. IF WE CHANGE THESE TERMS, WE WILL GIVE YOU NOTICE BY POSTING THE REVISED AGREEMENT TO THIS URL AND/OR THE URL OF THE ADDITIONAL TERMS (IF APPLICABLE). THOSE CHANGES WILL GO INTO EFFECT ON THE EFFECTIVE DATE SHOWN IN THE REVISED TERMS. 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 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, THESE TERMS (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 OF COMPETENT JURISDICTION TO BE INSUFFICIENT, THE PRIOR TERMS SHALL CONTINUE UNTIL SUFFICIENT NOTICE TO ESTABLISH A NEW AGREEMENT OCCURS. YOU SHOULD FREQUENTLY CHECK THIS URL, THE APP PORTAL AND THE EMAIL YOU ASSOCIATED WITH YOUR ACCOUNT 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). YOU ARE HEREBY ADVISED TO PRINT A COPY OF THESE TERMS AND ANY ADDITIONAL TERMS TO RETAIN FOR YOUR RECORDS.

10.2.   Dispute Resolution. Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Company, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Company Parties”) and limits the manner in which you can seek relief from the Company Parties.

(a)   Applicability of Arbitration Agreement.  You agree that any dispute between you and any of the Company Parties relating in any way to the Site, the Services or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the Company Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) the Company Parties may seek equitable relief in court for violations of the Acceptable Use Policy and/or infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies.  Such agencies can, if the law allows, seek relief against the Company Parties on your behalf.  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of these Terms.

(b)   Document Submission and Similar Disputes.  If any Dispute arises out of or relates to Applicant Data submitted to or though the Service(s) (e.g., as an Applicant, you believe we mistakenly marked your application materials as having been edited or that we calculated your income incorrectly), (collectively, “Application Dispute”), then you and Company agree to engage in good-faith informal efforts to resolve the Application Dispute by you sending a written notice to us providing a reasonable description of the Application Dispute. Applicants shall submit information about their Application Dispute via email (to [email protected]), via mail (to Snappt, Inc., 226 W Ojai Avenue, Suite 101-419, Ojai, California 93023), or via web form (https://snappt.com/disputes-form/), and Clients shall submit information about their Application Dispute to [email protected]. The written description included in your email notice must provide at least the following information: your name; the email address associated with your Submission; the nature or basis of the Dispute; the date of Submission of your Applicant Data in dispute; and any proposed resolution to your issue.  For a period of sixty (60) days from the date of our receipt of your email notice, you agree to discuss the dispute in good faith with Company through Informal Dispute Resolution. To the extent that you commence a Application Dispute and it goes unresolved within such sixty (60) day period referenced above, your exclusive recourse must be commenced via an arbitration proceeding pursuant to the terms set forth in Section 10.2(d) below.  For avoidance of doubt, to the maximum extent permitted by applicable law, the exhaustion of the above Informal Dispute Resolution process is a prerequisite to commencing an arbitration proceeding regarding any Application Dispute.

(c)   Informal Dispute Resolution. For any other Dispute, then you and Company agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution in a good faith attempt to resolve the Dispute. For a period of sixty (60) days from the date of receipt of notice from the other party, Snappt and you will attempt to informally resolve the Dispute via email (“Informal Dispute Resolution”), though nothing will require either you or Company to resolve the Dispute on terms with respect to which you or us, in each of our sole discretion, are not comfortable.  To the extent that you commence an Informal Dispute Resolution and it goes unresolved within such sixty (60) day period referenced above, your exclusive recourse must be commenced via an arbitration proceeding pursuant to the terms set forth in Section 10.2(d) below.

(d)   Arbitration Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within 60 days after receipt of your notice pursuant to Section 10.2(b) or (c) above, as applicable,, you and Company agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider, in Los Angeles County, California. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.  If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.  Unless you and Company otherwise agree, or the Batch Arbitration process discussed in Subsection 10.2(i) is triggered, the arbitration will be conducted in Los Angeles County, California. You agree to the foregoing as the exclusive venue for any arbitration.  Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.  You and Company agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

(e)   Authority of Arbitrator. To the maximum extent permitted by applicable law, the arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement.  The arbitrator shall have exclusive authority to resolve any controversy as to whether a dispute is arbitrable, construing the scope of this Agreement broadly in favor of final and binding arbitration, to the maximum extent permitted by applicable law.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement); provided, that the arbitrator will have no authority to award any punitive or exemplary damages. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

(f)   Waiver of Jury Trial. EXCEPT AS SPECIFIED in section 10.2(a) YOU AND THE COMPANY PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 10.2(a) above. Except as expressly set forth above, an arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(g)   Waiver of Class or Other Non-Individualized Relief.  YOU AND COMPANY AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 10.2(I) EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Subsection 10.2(i) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class or Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Company from participating in a class-wide settlement of claims.

(h)   Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any proceeding or action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

(i)   Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Company agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).  All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the applicability of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Company.  You and Company agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.  This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

(j)   30-Day Right to Opt Out.  You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the address set forth in Section 10.10 below within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.

(k)   Invalidity. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

(l)   Expiration. YOU AGREE THAT ANY DISPUTE THAT YOU HAVE WITH COMPANY AS DETAILED IN THIS ARBITRATION AGREEMENT MUST BE INITIATED VIA ARBITRATION WITHIN THE EARLIER OF ONE (1) YEAR AFTER THE SUBJECT OF THE DISPUTE AROSE OR THE APPLICABLE STATUTE OF LIMITATION FOR THAT CLAIM OR CONTROVERSY, OR IT WILL BE FOREVER TIME BARRED. LIKEWISE, YOU AGREE THAT ALL APPLICABLE STATUTES OF LIMITATION WILL APPLY TO SUCH ARBITRATION IN THE SAME MANNER AS THOSE STATUTES OF LIMITATION WOULD APPLY IN THE APPLICABLE COURT OF COMPETENT JURISDICTION.

(m)   Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Company at the address set forth in Section 10.10 below.  Unless you reject the change within 30 days of such change becoming effective by writing to Company in accordance with the foregoing, your continued use of the Site and/or Services, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Site, any communications you receive, any products sold or distributed through the Site, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Company will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

(n)   Venue. Except where arbitration is required above, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute arising hereunder may only be instituted in federal or state court in Los Angeles County, California. Accordingly, you and Snappt consent to the exclusive personal jurisdiction and venue of such courts for such matters.

(o)   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.

(p)  Public Statements.  Nothing in these Terms shall be deemed as a waiver of any consumer rights under California Civil Code 1670.8.

10.3.   Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations. 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.

10.4.   Disclosures.  If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

10.5.   Electronic Communications.  The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

10.6.   Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.  If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  Neither party is an employee, agent or partner of the other.  These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  Company may freely assign these Terms.  The terms and conditions set forth in these Terms shall be binding upon assignees.

10.7.   Copyright/Trademark Information.  Copyright © 2024 Snappt Inc. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

10.8.   Investigations; Cooperation with Law Enforcement. Snappt reserves the right, without any limitation, 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 these Terms and any Additional Terms, (c) investigate any information obtained by Snappt in connection with reviewing law enforcement databases or complying with criminal laws, and (d) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters or potential violations of law.

10.9.   Connectivity. You are solely 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 Service(s) and you will be responsible for any and all related charges. For the avoidance of doubt, you acknowledge that you must have a stable internet connection in order to utilize the Services.

10.10.   Contact Information.  Notices to be sent via Certified U.S. Mail to the address below:

Snappt, Inc.
226 W Ojai Ave, 101-419
Ojai, California 93023
Attention: Legal Department

10.11.   Governing Law.  These Terms will be governed by and interpreted in accordance with the laws of the State of California, without regard to any conflict of laws principles.