Updated: May 24, 2015
These Terms of Service (“Terms”) govern your (“Client”, “you”, or “your”) access to and use of the services, including our various websites, APIs, email notifications, applications, buttons, widgets, (the “Services”), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”). Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.
You may use the Services only if you can form a binding contract with Snappic Incorporated (“Snappic”) and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
The Services that Snappic provides are always evolving and the form and nature of the Services that Snappic provides may change from time to time without prior notice to you. In addition, Snappic may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
Snappic is a platform that allows individuals or businesses (“Seller(s)”) to advertise, market and sell goods and services to interested buyers (“Customer(s)”) through social media services, such as Facebook and Instagram.
Snappic may make changes to the Service (including discontinuation of all or part of the Service) at any time. In the event of a material change, Snappic will provide notice to Client of such changes in accordance with this Agreement. If Client does not wish to continue to use the modified Service, Client’s sole remedy is to terminate the Agreement by providing written notice to Snappic, and Snappic will refund to Client any prepaid amounts for Services not performed as of the termination date.
Snappic has absolute discretion as to where and how often Ads will be displayed within the Network. For instance, ads may be displayed next to ads of Client’s competitors, or on websites, and mobile and tablet applications that are undesirable to Client. Snappic will use commercially reasonable efforts not to display Ads on websites, or mobile or tablet applications that it determines to be pornographic, defamatory, obscene or illegal in nature. If Client notifies Snappic in writing that Ads are being displayed in this manner, Snappic will use commercially reasonable efforts to remove such Ads.
Certain parts of the Service require the creation of a user account with third parties in order to provide their products or services on the Snappic Platform. Client will review any applicable terms before participating in any part of the Service to which such terms apply. Client agrees that Snappic may accept certain third party terms and conditions as agent on Client's behalf where necessary for Snappic to perform Services requested by Client, for example, terms related to running campaigns on Facebook Website Custom Audiences. Links to or copies of any such terms will be provided upon request.
Snappic may offer a free trial for first-time clients from time to time. At the conclusion of the free trial, the account will automatically continue as a paid account, unless Client stops the account at least 24 hours in advance of the free trial’s conclusion. Client is responsible for all costs that occur beyond the policies for free trial.
Snappic has no obligation to provide updates or other support for the Service. In the event that Snappic provides Service updates to Client, Client will integrate the updates within 30 days.
Agencies entering into Services on behalf of their clients represent that they have the authority to act on behalf of such clients with respect to all obligations and representations set forth in this Agreement. Agency accepts responsibility for the actions of its client Accounts and liability for all expenses incurred through the provision of Services to its clients. Agency clients may request at any time that their Account be migrated to another agency or to direct Client Account with Snappic.
Snappic gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by Snappic as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Snappic, in the manner permitted by these Terms.
During the Term, Client grants Snappic a worldwide, royalty-free, transferable license to use, distribute, reproduce, adapt (with respect to sizing or as specifically requested by Client), publicly perform, publicly display, and exploit the Client Content in Ads on the Network or otherwise in connection with the Service and in promotional materials related to the Service. Snappic will seek prior authorization from Client for any press release naming Client.
Snappic reserves the right, in Snappic’s sole discretion, to cancel unconfirmed or inactive accounts. Similarly, Snappic may refuse service, in Snappic’s sole discretion, to anyone, for any reason, at any time.
You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. Snappic cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
Snappic is the sole owner of the Service Data and the Campaign Data and may use either for any purpose allowed by Applicable Law. Snappic grants Client a non-exclusive, perpetual, irrevocable, royalty-free, fully paid, transferable, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit the Campaign Data in any manner allowed under Applicable Law.
COPPA Compliance. Client represents and warrants that it will not place Snappic’s pixel on any website that is directed (in whole or in part) to children under the age of thirteen (13), and that it will not knowingly send to Snappic any information derived from children under the age of thirteen.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. Under no circumstances will Snappic be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant Snappic a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).
You agree that this license includes the right for Snappic to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals who partner with Snappic for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use.
We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. Snappic will not be responsible or liable for any use of your Content by Snappic in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Snappic and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Snappic name or any of the Snappic trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Snappic, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
Feedback provided to Snappic may be used to develop and improve the Service. To the maximum extent permitted by law, Client grants Snappic a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such feedback without restriction.
Restrictions on Content. Your content shall not: (i) be false, inaccurate, or misleading; (ii) be fraudulent or involve the sale of illegal, counterfeit or stolen items; (iii) infringe upon any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; (iv) violate these Terms, any Snappic policies or guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (v) contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall; or (vi) be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Snappic staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of a similar email address, nickname, creation of a false account or any other method or device.
Restrictions on Use. You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Snappic’s computer systems, or the technical delivery systems of Snappic’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Snappic (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Snappic (NOTE: crawling the Services is permissible if done in accordance with the provisions of the robots.txt file, however, scraping the Services without the prior consent of Snappic is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services; (vi) host images not part of a listing; (vii) appear to create liability for Snappic or cause Snappic to lose (in whole or in part) the services of Snappic’s ISPs or other suppliers; or (viii) link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, or other policy or guideline documents as posted on Snappic.
Snappic respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, Snappic will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:
Attn: Copyright Agent
107 N Swall Drive
Los Angeles, CA 90048
The Terms will continue to apply until terminated by either you or Snappic as follows. You may end your legal agreement with Snappic at any time for any reason by deactivating your account and discontinuing your use of the Services. If you stop using the Services without deactivating your account, your account may be deactivated due to prolonged inactivity.
We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms or any Snappic policy or guideline, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.
If Snappic terminates your account, if you close your account, or if the payment of your Snappic fees cannot be completed for any reason, you remain obligated to pay Snappic for all unpaid fees plus any penalties, if applicable.
Please read this section carefully since it limits the liability of Snappic and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Snappic Entities“). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
The Services Are Available “AS-IS.” Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE SNAPPIC ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Snappic Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Snappic Entities or through the Services, will create any warranty not expressly made herein.
Links. The Services may contain links to third-party websites or resources. You acknowledge and agree that the Snappic Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Snappic Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
Limited Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SNAPPIC ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SNAPPIC ENTITIES EXCEED THE LESSER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID SNAPPIC, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE SNAPPIC ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Indemnity. You agree to defend, indemnify and hold harmless Snappic, its affiliates and their respective directors, officers, employees and agents, from and against all claims and expenses (including attorneys’ fees) arising out of the use of the Snappic Site or Services, by you or any other person using an account of yours. Snappic reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide Snappic with such cooperation as is reasonably requested by Snappic.
You and Snappic shall be allowed to refer to the other as a customer of or service provider to (as the case may be) on its website and in marketing materials, including but not limited to case studies, blog posts and webinars, provided that such reference shall not imply an affiliation, sponsorship, or endorsement of the other.
Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:
Pricing Information. Current rates for our services may be obtained email@example.com. We reserve the right to change fees, surcharges, monthly or other periodic subscription fees or to institute new fees at any time as provided in this Agreement.
Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, CA 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
Class Action Waiver; Both parties agree to resolve any disputes, claims or controversies on an individual basis, and that any claims arising out of, relating to or in connection with this Agreement (such as with respect to their validity or enforceability), the Snappic Materials, or any services provided by Snappic will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding.
Severability; Waiver. The failure of Snappic to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (other than performance of payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
We may revise these Terms from time to time. If the revision, in our sole discretion, is material we will notify you via an e-mail to the email associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
These Services are operated and provided by Snappic, Inc., 107 N. Swall Dr., Suite 304, Los Angeles, CA 90048. If you have any questions about these Terms, please contact us at firstname.lastname@example.org.
If you are a paying subscriber to the Service, to the extent that Snappic processes any Personal Information (as defined in the DPA) that is subject to the GDPR (as defined in the DPA), on your behalf, in the provision of the Service, the terms of the data processing addendum at Data Protection Addendum, which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms. For the purposes of the Standard Contractual Clauses attached to the DPA, when you are the data exporter, your agreeing to these Terms of Service shall be treated as signing of the DPA, including, without limitation, the Standard Contractual Clauses and their Appendices.