Snappic End User License Agreement (“EULA”)

 

 

Thank you for becoming a Three Commas (Pty) Ltd customer!  Protection of our intellectual property is critical to our future business success.  Therefore, before you can download, install or use any of our software or any accompanying documentation (together, the SNAPPIC Software), please carefully read the following terms and conditions.

This End User License Agreement (EULA) is an agreement between you (hereinafter referred to as the Customer and/or you) and Three Commas (Pty) Ltd (hereinafter referred to as “Three Commasuswe and/or our).  It, together with any other terms and conditions which Three Commas notifies you of from time to time (including but not limited to the terms and conditions available at the following link: https://www.getsnappic.com/terms-conditions/), governs your use of the SNAPPIC Software.  This EULA (together with any such other terms and conditions) is the entire agreement between you and Three Commas in respect of the SNAPPIC Software, unless you and Three Commas have agreed and signed a separate written agreement governing your use of the SNAPPIC Software.  The SNAPPIC Software may send Three Commas certain information as described in clause 3 of this EULA.  This information is governed by Three Commas’ privacy policy, a copy of which is available at https://www.getsnappic.com/privacypolicy/.  Permission to use the SNAPPIC Software is conditional upon your accepting of this EULA and, thereafter, your strict compliance with the terms of this EULA and with any such other terms and conditions which Three Commas notifies you of from time to time.  By clicking on the “I accept” button below or by downloading, installing or using the SNAPPIC Software, you have indicated that you understand AND AGREE TO (1) this EULA AND (2) THREE COMMAS’ PRIVACY POLICY.

Acceptance (by clicking on the “I accept” button) will bind you to the terms of this EULA in a legally enforceable contract with Three Commas.  If you are accepting the terms of this EULA on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity in terms of this EULA, and, in such event, all references to the “Customer” and/or “you” will refer to that company or other legal entity.  If you do not accept all the terms of this EULA, then Three Commas is unwilling to license the SNAPPIC Software to you and you must immediately cease your use of the SNAPPIC Software and destroy all copies of the SNAPPIC Software in your possession.  Please note that should you fail in any way to adhere to the terms and conditions of this EULA and/or any other terms and conditions which Three Commas may notify you of from time to time, and should Three Commas suffer any loss and/or damage of any nature whatsoever and howsoever arising as a result of such failure, you hereby undertake to indemnify Three Commas in full against any and all such loss forthwith upon receipt of a demand from Three Commas.

1. Grant of license

Subject to your strict compliance with the terms and conditions of this EULA and any other terms and conditions which Three Commas may notify you of from time to time, Three Commas grants to you a non-exclusive, revocable and non-transferable license for a single user to load, install and run one machine readable copy of the SNAPPIC Software on a single computer and/or other appropriate device, solely for your personal or internal business use.  You may make a single copy of the SNAPPIC Software for backup purposes, provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the SNAPPIC Software.  Three Commas reserves all rights in the SNAPPIC Software not expressly granted to you in this EULA.

If you have purchased a licence to use the SNAPPIC Virtual Booth, notwithstanding the above it is expressly agreed that you shall be permitted to share the link to such SNAPPIC Virtual Booth with such number of persons as you may in your sole discretion determine.  Any such sharing of the link to the SNAPPIC Virtual Booth shall not be deemed to be a breach of this EULA and/or this clause 1.  Save as otherwise provided above, the remaining provisions of this clause 1 apply mutatis mutandis to the use of the SNAPPIC Virtual Booth.

2. License restrictions

Except as expressly and unambiguously permitted by this EULA, you shall not:

2.1 copy (except in the course of loading or installing) or modify the SNAPPIC Software in any manner whatsoever, including, but not limited to, adding new features or otherwise making adaptations that alter the functioning of the SNAPPIC Software;

2.2 transfer, sublicense, rent, lease, lend or otherwise distribute the SNAPPIC Software to any third party; and/or

2.3 make the functionality of the SNAPPIC Software available to multiple users through any means, including, but not limited to, by uploading the SNAPPIC Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service or any other type of services.   If you have purchased a licence to use the SNAPPIC Virtual Booth, notwithstanding the above it is expressly agreed that you shall be permitted to share the link to such SNAPPIC Virtual Booth with such number of persons as you may in your sole discretion determine.  Any such sharing of the link to the SNAPPIC Virtual Booth shall not be deemed to be a breach of this EULA and/or this clause 2.3.  Save as otherwise provided above, the remaining provisions of this clause 2.3 apply mutatis mutandis to the use of the SNAPPIC Virtual Booth.

You specifically acknowledge and agree that portions of the SNAPPIC Software, including, but not limited to, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets or protected intellectual property of Three Commas and/or its licensors.  Accordingly, you agree not to reverse engineer, disassemble, decompile and/or create any derivative work of the Software, in whole or part, or permit or authorise a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

3. Data Protection

3.1       Both parties will comply with all applicable requirements of the European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party (Data Protection Legislation).

3.2       The parties acknowledge that:

(a) if Three Commas processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the controller and Three Commas is the processor for the purposes of the Data Protection Legislation;

(b) this clause sets out the scope, nature and purpose of processing by Three Commas, the duration of the processing and the types of personal data and categories of data subject as follows:

(i) scope, nature and purpose of processing –Three Commas processes and retains data (such as identity, contact, technical, transactional and profile data) from the Customer so that the Customer may create an account and process orders with Three Commas. The personal and technical data is used to facilitate performance of the Company’s services as well as used to better assist the Customer in the future.

Three Commas processes and retains the End Users’ personal data for operational purposes including ensuring deliverability of photos, Gifs and videos captured with our app. Three Commas does not store any End User contact information for marketing purposes.

(ii) duration of processing – Three Commas processes and retains all data on our Customer’s behalf for a period of 2 years for contractual reasons and/or to assist Customers in the future. The Customer, however, does have the right to request sight of any data held relating to them, or that such data is deleted from the system prior to the expiry of the 2 year period. Should the Customer choose to have their data deleted from the system, they can also request copies of the data that is held by Three Commas relating to the Customer.

(iii) types of personal data – Types of personal data that may be collected and retained are as follows (the categories can vary between customers depending on what questions are answered within the survey option provided):

  1. Identity Data – includes first name, maiden name, last name, username or similar identifier, marital status, title, date of birth and gender
  2. Contact Data – includes billing address, delivery address, email address and telephone numbers
  3. Financial Data – includes bank account and payment card details
  4. Transaction Data – includes details about payments to and from you and other details of products and services you have purchased from us
  5. Technical Data – includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, and other technology on the devices you use to access this website
  6. Profile Data – includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses
  7. Usage Data – includes information about how you use our website, products and services
  8. Marketing and Communications Data – includes your preferences in receiving marketing from us and our third parties and your communication preferences
  9. Aggregated Data – such as statistical or demographic data for any purpose
  10. Special Categories of Personal Data – includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data

(iv) categories of data subjects – Categories of data subjects may include employees of the company, customers of the company, consultants of the company, shareholders of the company etc.

(c) the personal data may be transferred or stored outside of the European Union or the country where the Customer or the event attendees are located in order to carry out the services and Three Commas’ other obligations under this agreement.

3.3       Without prejudice to the generality of Clause 3.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Three Commas for the duration and purposes of this agreement so that Three Commas may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf and, without limitation, the Customer shall ensure that all event attendees have been informed of, and have given and maintained their consent to permit access, monitoring, use and disclosure of all end-user content including by the Customer or Three Commas in accordance with this agreement.

3.3       Without prejudice to the generality of Clause 3.1, Three Commas shall, in relation to any personal data processed in connection with the performance by Three Commas of its obligations under this agreement:

(a)        process that personal data only on the documented written instructions of the Customer unless Three Commas is required by the laws of any member of the European Union or by the laws of the European Union applicable to Three Commas to process personal data (Applicable Laws). Where Three Commas is relying on Applicable Laws as the basis for processing personal data, it shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Three Commas from so notifying the Customer;

(b)        ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c)        not transfer any personal data outside of the European Union unless the following conditions are fulfilled:

(i) the Customer or Three Commas has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) Three Commas complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) Three Commas complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

(d)        assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Customer without undue delay on becoming aware of a personal data breach;

(f) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and

(g) maintain complete and accurate records and information to demonstrate its compliance with this clauseand immediately inform the Customer if, in the opinion of Three Commas, an instruction infringes the Data Protection Legislation.

4. Ownership of the SNAPPIC Software

Your copy of the SNAPPIC Software is licensed, not sold.  Three Commas retains ownership of the copyright, title and ownership of the SNAPPIC Software and/or any accompanying written materials (Documentation), including any and all intellectual property rights therein, of whatsoever nature and howsoever arising, irrespective of whether such intellectual property is registered or unregistered and regardless of the form or media in or on which the original SNAPPIC Software and other copies may exist.  The SNAPPIC Software is protected by South African copyright law and international treaties.  By accepting this EULA you specifically acknowledge and agree that you will not:

4.1 acquire any rights of ownership of any nature whatsoever and howsoever arising in respect of the SNAPPIC Software and/or Documentation; and/or

4.2 delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings appearing on the SNAPPIC Software as delivered to you.

You acknowledge and agree that all intellectual property contained in the SNAPPIC Software and/or Documentation belongs to Three Commas and you undertake not to copy or duplicate any of the intellectual property whether directly or indirectly in any way and you understand the legal implications thereof.  Should you be found to be in violation of this clause of the EULA, you acknowledge and agree that you will be held liable for all legal costs incurred by Three Commas for any legal action deemed necessary taken against you as well as for all losses and/or damages suffered by Three Commas.

5. Feedback

Three Commas welcomes and appreciates your comments, feedback and suggestions about the SNAPPIC Software.  Notwithstanding the above, you specifically acknowledge that if you provide any comments, suggestions and/or other feedback to Three Commas with respect to the SNAPPIC Software, you hereby waive any rights of ownership in respect of such comments, suggestions or other feedback and irrevocably consent to Three Commas  using any such comments, suggestions and/or feedback for any business purpose of Three Commas.

6. Upgrades

If this copy of the SNAPPIC Software is an upgrade from any earlier version of the SNAPPIC Software licensed to you, this copy is provided to you on a license exchange basis.  Upon your download, installation and use of this copy of the SNAPPIC Software, the license granted to you in respect of the earlier version of the SNAPPIC Software will automatically terminate, with or without notice from Three Commas, and you will promptly destroy or return to Three Commas all copies of the earlier version of the SNAPPIC Software in your possession or control.

In the event that:

6.1 you fail to adhere to the provisions of this clause 6 and continue to use the earlier version of the SNAPPIC Software; and

6.2 Three Commas suffers loss and/or damage of any nature whatsoever and howsoever arising as a result of your failure to adhere to the provisions of this clause 6,

you hereby undertake to indemnify Three Commas in full against all such loss and/or damage, forthwith upon receipt of a demand for same from Three Commas.

7. Use of SNAPPIC Software in BETA

To the extent applicable, the SNAPPIC Software release via a BETA version on test flight is being released to you for testing purposes only and must therefore be used by you solely for the purposes of testing.  Three Commas will not be held responsible for any loss of income or damage suffered by you as a result of your use of the BETA version of the SNAPPIC Software for any professional or private event of any kind.

8. NO WARRANTY

THIS SNAPPIC SOFTWARE, SNAPPIC CLOUD BASED ONLINE PORTAL AND THE DOCUMENTATION ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND.  THREE COMMAS HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, RELATING TO THE SNAPPIC SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, USABILITY FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE.  THREE COMMAS DOES NOT WARRANT THAT YOUR USE OF THE SNAPPIC SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE OBTAINED FROM THREE COMMAS OR ELSEWHERE SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS EULA.

9. LIMITATION OF LIABILITY

IN NO EVENT WILL THREE COMMAS BE LIABLE TO YOU FOR:

9.1 ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING DAMAGE FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) OF ANY NATURE WHATSOEVER OR HOWSOEVER ARISING;

9.2 THE COST OF PROCURING SUBSTITUTE PRODUCTS; AND/OR

9.3  ANY LOSS AND/OR DAMAGE ARISING AS A RESULT OF YOUR INABILITY TO ACCESS AND/OR USE THE SNAPPIC SOFTWARE FOR ANY REASON WHATSOEVER AND HOWSOEVER ARISING,

ARISING OUT OF OR IN CONNECTION WITH THIS EULA, THE USE OR PERFORMANCE OF THE SNAPPIC SOFTWARE, THE USE OR PERFORMANCE OF THE SNAPPIC IOS APPLICATION AND/OR THE USE OR PERFORMANCE OF THE ONLINE CLOUD PORTAL, IRRESPECTIVE OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THREE COMMAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.  IN NO EVENT WILL THREE COMMAS’ TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE AMOUNT PAID BY YOU FOR THE SNAPPIC SOFTWARE, INCLUDING ANY PACKAGE THAT INCLUDES THE SNAPPIC SOFTWARE.  THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS EULA IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENITAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

10. Indemnity

You shall indemnify and hold Three Commas harmless from any claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from:

10.1 your use of the SNAPPIC Software (including the SNAPPIC cloud based online portal) and/or your inability to use the SNAPPIC Software for any reason whatsoever;

10.2 your failure to strictly comply with the provisions of any laws which apply in your jurisdiction  relating to the processing of personal information.  In this regard the Customer specifically acknowledges that it/they shall be solely liable for processing any personal information collected by them pursuant to their use of the SNAPPIC Software in accordance with any such laws;

10.3 your failure to strictly comply with any terms of this EULA and/or any other terms and conditions which Three Commas may notify you of from time to time (including but not limited to the terms and conditions available at the following link: https://www.getsnappic.com/terms-conditions/; and/or

10.4 any claim that your content infringes the intellectual property rights or other proprietary rights of a third party.

11. Term and termination

The licence granted under this EULA shall continue in effect until terminated.  You may terminate this EULA at any time by destroying all copies of the SNAPPIC Software in your possession and control.  The license and this EULA will automatically terminate, with or without notice from Three Commas, if you violate any provision of this EULA and/or any provision of any other terms and conditions which Three Commas may notify you of from time to time.  Any termination of this EULA shall also terminate the licenses granted hereunder.  Upon termination of this EULA for any reason, you shall promptly:

11.1 destroy and remove from all computers, other applicable devices, hard drives, networks and/or other storage media all copies of the SNAPPIC Software in your possession or control; and

11.2 cease all use of the SNAPPIC Software.

You shall not be entitled to any refund as a result of any termination of this EULA for any reason whatsoever.  Clauses 2, 4, 5 and 8 through 14 of this EULA, shall survive the termination or expiration of this EULA for any reason whatsoever.

12. Warranties by Customer

By agreeing to the terms of this EULA, the Customer specifically warrants that:

12.1 it/they shall strictly comply with all United States of America and South African export laws and regulations to ensure that neither the SNAPPIC Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations;

12.2 they are older than the age of 13;

12.3 it/they shall not, during their use of the SNAPPIC Software, gather the personal information of any person under the age of 13 unless such person’s parents specifically consent to the gathering of such personal information;

12.4 it/they shall not, during their use of the SNAPPIC Software, gather the medical information of any person for any reason whatsoever;

12.5 it/they shall, for so long as this EULA remains in effect, remain solely liable for the processing of personal information collected by the Customer in accordance with the provisions of any laws relating to the processing of personal information which apply in the Customer’s jurisdiction;

12.6 it/they shall, for so long as this EULA remains in effect, act in strict compliance with all laws applicable to the Customer in their jurisdiction or otherwise and shall not use the SNAPPIC Software for any illegal, banned or otherwise restricted purposes.

Should the Customer breach any of the warranties contemplated above in any manner whatsoever, Three Commas shall be permitted to terminate this EULA with immediate effect, with or without notice to the Customer and the Customer hereby undertakes to indemnify Three Commas in full against any and all loss of any nature whatsoever and howsoever arising which Three Commas may suffer as a result of such breach of warranty.

13. Acknowledgement

Notwithstanding any other provision of this EULA to the contrary, the Customer specifically acknowledges and agrees that for the duration of this EULA Three Commas shall fulfil the role of “operator” or “processor” (or any analogous position contemplated in the privacy laws of the country in which the Customer resides) of the data collected by Three Commas during the Customer’s use of the SNAPPIC Software and not the role of “controller” (or any analogous position contemplated in the privacy laws of the country in which the Customer resides).

14. Miscellaneous

This EULA together with any other terms and conditions which Three Commas may notify you of from time to time (including but not limited to the terms and conditions available at the following link: https://www.getsnappic.com/terms-conditions/) represents the complete understanding and agreement concerning the subject matter between the parties and supersedes all prior agreements, understandings and communications, oral or written, between the parties, unless you and Three Commas have agreed and signed a separate written agreement.  Three Commas reserves the right to modify this EULA and/or such other terms and conditions at any time and will give you reasonable notice of any such changes.  Your continued use of the SNAPPIC Software after receipt of such notice will indicate your irrevocable consent to any such changes.  If any provision of this EULA is held to be unenforceable for any reason, such provision shall be enforced to the maximum extent possible and the other provisions will remain in full force and effect.  The failure by either party to enforce any provision of this EULA will not constitute a waiver of future enforcement of that or any other provision.  You may not assign or transfer this EULA or any rights granted hereunder, by operation of law or otherwise, without Three Commas’ prior written consent, and any attempt by you to do so, without such consent, will be void.  Three Commas expressly reserves the right to freely assign this EULA and to delegate any of its obligations hereunder.  This EULA shall be governed by and construed under the laws of the Republic of South Africa, without regard to conflict of laws principles.  The United States Convention on Contracts for the International Sale of Goods will not apply.  The sole and exclusive jurisdiction and venue for any legal action or proceeding arising under this EULA shall be the High Court of South Africa, Gauteng Local Division, Johannesburg and the parties hereby consent to the personal jurisdiction and venue therein.

15. Contacting us

If you have any questions regarding this EULA, you may contact us using the information below.

 

www.getsnappic.com

11B Riley Road

Eastwood Office Park

Unit 7 Eastwood Office Suites, Bedfordview

Johannesburg, Gauteng 2008

South Africa

info@getsnappic.com