SNAPPY

MERCHANT TERMS OF SERVICE

Last Updated June 8th, 2018

IF YOU ARE SUBSCRIBING TO USE OUR SERVICES AS A MERCHANT (“YOU”, “MERCHANT”), PLEASE READ THESE TERMS OF SERVICE (THE “TERMS”) CAREFULLY.  SNAPPY INNOVATIONS INC, (“SNAPPY”/“WE”/“US”/“OUR”) OWNS AND OPERATES THE WEBSITE LOCATED AT WWW.GOSNAPPY.IO (THE “WEBSITE”) AND ANY SUBDOMAINS USED IN CONNECTION WITH OR RELATED TO THE SAME, MOBILE APPLICATIONS FOR MERCHANTS (THE “SNAPPY MERCHANT APPS”), AND ASSOCIATED SERVICES.  COLLECTIVELY THE WEBSITE, SNAPPY MERCHANT APPS AND OTHER TOOLS AND TECHNOLOGY MADE AVAILABLE BY SNAPPY IN CONNECTION WITH USE OF THE SNAPPY MARKETPLACE BY MERCHANTS ARE KNOWN AS THE “SNAPPY PLATFORM”).

YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD TO REGISTER AS A MERCHANT AND TO USE THE SNAPPY PLATFORM.  BY ACCESSING, BROWSING AND USING THIS THE SNAPPY PLATFORM, YOU INDICATE THAT YOU HAVE READ AND ACCEPT THESE TERMS.  IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE SNAPPY MERCHANT APPS OR THIS WEBSITE OR ANY OF THEIR CONTENT OR SERVICES.  THE TERM “YOU” OR “YOUR” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU ARE REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SNAPPY PLATFORM AS A MERCHANT.

PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE 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 (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.  

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF ONTARIO, CANADA WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE SNAPPY APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

IF YOU SUBSCRIBE TO THE SNAPPY PLATFORM UNDER A SUBSCRIPTION PLAN FOR A TERM, THEN THOSE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT SNAPPY ’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL/DECLINE TO RENEW YOUR SUBSCRIPTION.

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY RIGHT AND AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF SUCH CORPORATION OR ENTITY AND TO BIND SUCH CORPORATION OR ENTITY TO THESE TERMS.

PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY SNAPPY IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Snappy will make a new copy of the Terms available at the Website and within the Snappy Merchant Apps and any new, supplemental terms will be made available from within, or through, the affected Service on the Website or within the Snappy Merchant Apps.  We will also update the “Last Updated” date at the top of the Terms.  If we make any material changes, and you have registered with us to create an account we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms.  Any changes to the Terms will be effective immediately for new End Users of the Website, the Snappy App and/or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing End Users, provided that any material changes shall be effective for End Users who have an account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to registered End Users (defined in Section 2 below).  Snappy may require you to provide consent to the updated Terms in a specified manner before further use of the Snappy Platform is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Snappy Platform.  Otherwise, your continued use of the Snappy Platform constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE AND SNAPPY MERCHANT APPS TO VIEW THE THEN-CURRENT TERMS.  

  1. REGISTRATION & SERVICE ACCESS
  1. Registration.  You must register for and maintain an account with us to use the Snappy Platform. When registering, you must provide accurate and complete information about yourself (i.e., if you are registering on behalf of an entity, that entity) and promptly update this information (including, any credit card or other payment information you submit to us or our third-party payment processors – please see further Section 5 below). You represent and warrant that all such registration information you submit is truthful and accurate, and you will maintain the accuracy of such information. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may suspend or terminate your account and your use of the Snappy Platform. Only you and your employees on your behalf are authorized to use your account to use the Snappy Platform and conduct other activities with us. You are responsible for all activities that occur through your account. To protect your account and corresponding subaccounts from unauthorized use, keep all user identification and passwords secure and do not provide this information to anyone else. Please notify us immediately of any unauthorized use of your account or any other breach of security regarding the Snappy Platform.
  2. Access and Modifications.  We make the Snappy Platform available for access through the Internet, but otherwise do not provide you with the equipment or services to access the Snappy Platform. Snappy reserves the right to determine the content, appearance, design, functionality and all other aspects of the Website (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, including product descriptions, and other aspects of the Snappy Platform and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, any of the Merchant Offerings in its sole discretion.
  3. Support.  Snappy will provide technical support to Merchant via both phone and emails on weekdays during the hours of 10:00 am - 8:00 pm Eastern Standard Time, with exclusion of statutory holidays observed in Canada and the Province of Ontario.  Merchant should use the following contact details to open a support request:

Support number: 6748768665

Email: support@gosnappy.io

Snappy will respond to technical issues within 1 business day of receipt of a request from Merchant.

  1. TERM AND TERMINATION.
  1. Term.  These Terms will commence on the date you click accept or otherwise agree to be bound by these Terms and will continue for the subscription period you have subscribed for.  Each Subscription Term may be renewed for successive periods of the same length by mutual agreement between the parties.

  1. Termination. Either party may terminate these Terms by written notice if the other party materially breach these Terms, and fails to cure such breach within 30 days of written notice thereof. Snappy may terminate these Terms immediately in the event of insolvency affecting you under which you: (i) are unable to pay its debts when due; (ii) make any assignment or composition for the benefit of creditors; (iii) have appointed or suffers the Snappy Appointment of a receiver or trustee for its business, property or assets; (iv) file or have filed against it any petition under the bankruptcy or insolvency laws of any jurisdiction; (v) are adjudicated bankrupt or insolvent; or (vi) suffer any other event analogous to the events described in subsections (i)-(v) in any jurisdiction. Snappy may terminate these Terms and refuse any and all current or future use of the Website and Snappy Platform, as applicable, by you, for any reason at any time without any liability to you upon 90 days’ prior written notice to you. You may terminate these Terms or your account at any time by contacting customer service at 1-647-876-8665, however, any termination thereof will not relieve you of any current or future obligation to pay any fees or other costs owed by you to Snappy under these Terms.

  1. Suspension. If you or your use of the Snappy Platform negatively affects, or is reasonably expected to negatively affect, any part of the Snappy Platform or the rights or interests of Snappy or any third party, including in the event of breach of your payment obligations, or may result in a violation of applicable law, legal obligation, or legal rights of another, then, in addition to the termination rights set forth in Section 2.2 and any other remedies available to Snappy, Snappy reserves the right to suspend  the Snappy Platform or change the level of the Snappy Platform, including without limitation the features or functionality thereof, provided to you, with or without notice and without liability to you.

  1. Effect of Termination. Upon the expiration or termination of these Terms for any reason, you will immediately (i) cease use of the Snappy Platform, and Content and all rights granted to you hereunder will immediately terminate, and (ii) pay Snappy all fees and other costs owed under these Terms, other than in the event of termination due to breach by Snappy, in which event no further amount shall payable to Snappy other than those amounts already paid, accrued prior the date of such breach, or for Service unrelated to such breach.  The provisions of Sections 2.4, 6, 7. 8.4, 9, 10 and 11 and any outstanding payment obligations will survive any termination, except that none of the license rights granted by Snappy to you under these Terms survive termination.

  1. LICENSE TERMS

  1. License to Use the Snappy Platform.  Subject to your ongoing compliance with these Terms (including the timely payment of all applicable fees), we grant you a nonexclusive, revocable, non-sub-licenseable, and nontransferable license to access and use the Snappy Platform for which you have purchased a subscription for your internal business use and for the purposes of making products and services (“Merchant Offerings”) available to End Users of the Website and the Snappy mobile applications for consumers (“End Users”). For the avoidance of doubt and notwithstanding anything to the contrary herein, you may only access and use the features and functionality of the Snappy Platform for which you have purchased a subscription, subject to any usage metrics and limitations and solely during the subscription term agreed with Snappy (“Subscription Term”).
  2. License to Merchant Content.  You hereby grant Snappy a non-exclusive, royalty free, worldwide right and license to (reproduce, re-format, commercially exploit, use and display Merchant Content (as defined below) through the Snappy Platform.   As used herein, “Merchant Content” has the meaning given in Section 4.3.
  3. Restrictions.  You must comply with all applicable laws when using the Website and the Snappy Platform. Except as may be permitted expressly by applicable law or authorized by us in writing, you will not, and will not permit anyone else to:
  1. record, prefetch, store, copy, cache, modify, distribute, publicly display, resell, distribute, publish, or otherwise provide access to any of the information (including, without limitation, contact information), data, audio, visual, and audiovisual works, plugins, APIs, or other content or materials made available through the Website or the Snappy Platform ("Site Content") or compile or collect any Site Content as part of a database or other work, or use it to update any existing database or other work;
  2. rent, lease, offer, sell, or sublicense the Website, the Snappy Platform, or any Site Content, in whole or in part, or any access thereto, to another person or use the Website or the Snappy Platform to provide any service, information, or Site Content to a third party;
  3. use the Website, the Snappy Platform, or the Site Content for any purpose except for your business use as expressly authorized in Section 3.1, or otherwise commercially exploit the Website, the Snappy Platform, or the Site Content;
  4. use the Snappy Platform or any Site Content for commercial purposes that compete with the Snappy Platform;
  5. attempt to recreate any of the Site Content available on or through the Website or the Snappy Platform;
  6. circumvent or disable any digital rights management, usage rules, or other security features of the Website, the Snappy Platform, or any Site Content;
  7. attempt or encourage others to attempt to reverse engineer, disassemble, or decompile the Website, the Snappy Platform, or any components thereof, except as may be permitted expressly by applicable law;
  8. use the Website or the Snappy Platform in a manner that threatens the integrity, performance, or availability of the Website, the Snappy Platform, or any third-party software, systems, networks, or services;
  9. reverse engineer, decompile, disassemble, or in any way attempt to derive the source code for the Website, the Snappy Platform, or any portion thereof;
  10. remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Snappy Platform or Site Content;
  11. use the Snappy Platform or any Site Content in any manner as a factor in establishing an individual's creditworthiness or to determine any consumer's eligibility for credit, insurance, or employment;
  12. use the Snappy Platform or any Site Content for any marketing or promotional purposes (including, without limitation, to contact any persons or entities using any Site Content) ; or
  13. publicly disseminate information or analysis regarding the performance of the Snappy Platform.
  1. Third Party Sites.  The Website and the Snappy Platform may contain links to web pages that are not hosted by us as a service to those interested in this information or the content therein ("Third Party Sites"). We do not monitor, endorse, or adopt, or have any control over, any Third-Party Sites. We undertake no responsibility to update or review any Third-Party Sites and can make no guarantee as to their accuracy or completeness. Additionally, if you follow a link or otherwise navigate away from the Website or the Snappy Platform, please be aware that these terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site provider to which you navigate from the Website or the Snappy Platform. You access and use Third Party Sites at your own risk. The Website and the Snappy Platform may contain advertisements and promotions from third parties. Your business dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party.

  1. MERCHANT’S OBLIGATIONS.

 

  1. Customer Service & Technical Support. Merchant will be responsible for order fulfillment directly with End Users as well as providing information reasonably requested by Snappy in relation to Merchant Offerings and Merchant Content.  Merchant shall provide all post-transaction customer support including accepting returns and answering inquiries from End Users. In the event of a dispute or complaint raised by a User with an order or Merchant Offering, it is Merchant’s responsibility to resolve the dispute in a commercially reasonable manner with the End User.  

  1. Merchant Content.   Merchant is solely responsible for the Merchant Content, including the accuracy, quality, integrity and legality of such Merchant Content, the means by which Merchant acquires, uses and transfers the Merchant Content, the means by which Merchant uploads the content onto the Website, and making and keeping backup copies of Merchant Content.  Merchant represents and warrants that (i) the use, public display, public performance, reproduction, distribution, or modification of Merchant Content does not and will not violate or infringe the proprietary rights of any third party including, but not limited to, copyrights, trade secrets, trademarks, patents, moral rights, rights of publicity, or privacy, and (ii) Merchant will not upload, record, publish, post, link to or otherwise use, transmit or distribute Merchant Content that: (1) advocates, promotes, incites, instructs assists or otherwise encourages violence or any illegal activities; (2) is materially false, misleading, or inaccurate; (3) promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, hateful, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (4) constitutes fraud, misrepresentation or unlawful business practices; or (5) otherwise violates any law, statute, ordinance, or regulation, including without limitation the laws and regulations governing data protection or privacy.  For greater certainty, Snappy has the right, but not the obligation, to monitor Merchant Content and to remove any Merchant Content from the Website including any Merchant Offering which breaches these Terms and to report any violation as Snappy considers appropriate to the applicable authorities.

  1. Inventory Management: Merchant shall upload all Merchant Offering information (including as applicable, product name, specifications and other descriptions, pricing, real time inventory levels, customer orders and shipping options) (“Merchant Content”) and manage its transactions through the Website. Merchant agrees to comply with any user guides and policies in connection with such use that Snappy makes available to Merchant from time to time and shall keep all Merchant Content (including inventory details) up to date and accurate.  

  1. Marketing Campaigns via SMS.   The Snappy Platform provide functionality and mechanisms for Merchants to create marketing campaigns and to send promotional SMS to their own customers (being customers who have used Merchant’s online service via the Snappy Platform and provided their telephone numbers in order to be contacted by Merchant).  Merchants can use the merchant management portal within the Snappy Platform to create their own promotional content and select all or targeted groups of their customers to send SMS. Although the features of the Snappy Platform have built in opt-out instructions for customers It is Merchant’s responsibility to ensure that all communications are sent in compliance with applicable anti-spam and privacy laws.  Merchant will defend, indemnify and hold harmless Snappy against any third-party claims, actions, damages, costs and fees (including attorney fees) incurred by Snappy in connection with a claim that any SMS sent by Merchant violates anti-spam or privacy laws.

  1. Consent to Electronic Communications.  By using the Website or the Snappy Platform, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Website and the Snappy Platform. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

  1. PAYMENT & BILLING.

  1. Fees. Subscription fees, marketing campaign fees and other fees applicable for the use of the Website and Snappy services will be due and payable in the amounts and at the times indicated by the subscription package you select (see further: http://gosnappy.io/subscription.html).

  1. Third Party Payment Providers.   Snappy partners with Stripe to facilitate payment processing. Merchant must create a Stripe account in order to receive payment for goods through Snappy.   Snappy may share your personal or transactional information with third-party service providers when it's necessary to process payments.  Please see further the Snappy Privacy Policy for information about third party services providers. By using a third-party service, you may also be subject to an agreement with the third-party. For example, Stripe is a third-party service provided by Stripe, Inc. and is subject to the Stripe, Inc. Terms & Conditions and Privacy Policy.  Snappy does not store any credit card information so will not be liable or responsible for such information.

  1. Merchant Offering Costs.  Merchant is responsible for advertising the total amount to charge End Users for any Merchant Offering which shall include the retail price of the item, all relevant taxes, and shipping & handling costs (if applicable).  

  1. Taxes. Merchant is responsible for remitting all taxes levied on the Merchant Offerings to the appropriate tax authorities.  Merchant shall pay any penalty, interest, additional tax, or other charge that may be levied or assessed as a result of the delay or failure of Merchant, for any reason, to pay any tax or file any return or information required by law, rule or regulation or by this Agreement to be paid or filed by Merchant.  If either Party is audited by a taxing authority or other governmental entity in connection with taxes under this Taxes Section, the other Party shall reasonably cooperate with the Party being audited in order to respond to any audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may be resolved expeditiously and the responsibility for any additional tax, interest or penalty resulting from such audit is to be determined in accordance with the applicable provisions of this Section.  

  1. Currency. Unless otherwise expressly stated herein, all money amounts referred to in this Agreement are in lawful money of Canada.

  1. Returns/Refunds.   In the event that Merchant has to reimburse or refund a User for the purchase of a Merchant Offering, Snappy shall be entitled to charge Merchant a management fee.  

  1. PROPRIETARY RIGHTS
  1. Ownership.  The Snappy Platform, including but not limited to the Snappy Merchant Apps, the Website and all Site Content, including transactional data are protected by applicable intellectual property laws, including United States copyright law and international treaties. We and our suppliers and licensors own all right, title, and interest, including all intellectual property rights, in and to the Snappy Platform, including all Site Content on and available through the Snappy Platform, and any and all underlying software and technology used to provide and make available the Website and the Snappy Platform. Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied, to you. All trademarks, logos and service marks ("Trademarks") displayed on the Website are our property or the property of other third parties. You are not permitted to use these Trademarks without our prior written consent or the consent of such third party which may own the Trademarks.  As between Snappy and you, you own the Merchant Content and except for the rights granted herein, you retain all rights in the Merchant Content.
  2. Feedback.  If you provide us with identification of any potential errors in, or improvements to, the Website, the Snappy Platform, or any Site Content (("Feedback"), you hereby grant us the unrestricted right to use your Feedback, including the right to use your Feedback to improve the Website and the Snappy Platform and create other products and services. We will treat any Feedback you provide to us as non-confidential and nonproprietary. You agree that you will not submit to us any Feedback that you consider to be confidential or proprietary.
  3. Pattern Data.  “Pattern Data” means non-personally identifiable information, data and reports derived from or compiled through the services, including but not limited to demographics data, aggregated statistics on user conversion, location data and trend data such as aggregated data and statistics which may indicate frequency and type of use of the Snappy services and Website, and popularity of the services.  For greater certainty, Pattern Data is data that does not identify a specific customer, its business contracts or its end users.   Snappy reserves the right to compile and create Pattern Data from Merchant Content and from transactions on the Snappy Platform.  As between Snappy and Merchant, all right and title to Pattern Data belongs to Snappy and accordingly Snappy is free to use Pattern Data for any purpose including the improvement of the Snappy services.    

  1. CONFIDENTIALITY.  
  1. Confidential Information.  For the purposes of these Terms “Confidential Information” means all confidential and proprietary information of a party that is provided to or obtained by a party from the other party in circumstances where, by its nature or the nature of its disclosure, such party ought reasonably to know has value in being not generally known by the public (including, without limitation, any information that is marked or indicated as confidential at the time of disclosure).  Notwithstanding the foregoing, Confidential Information does not include information if, and only to the extent that, the recipient establishes that the information:

  1. is or becomes a part of the public domain through no act or omission of the recipient;

  2. was in the recipient’s lawful possession prior to the disclosure and (i) had not been obtained by the recipient either directly or indirectly from the disclosing party and (ii) was not subject to any obligation of confidentiality;

  3. is lawfully disclosed to the recipient by a third party without restriction on disclosure; or

  4. is independently developed by the recipient without any direct or indirect use of the discloser’s Confidential Information whatsoever.

  1. Nondisclosure. Each party agrees to keep all Confidential Information concerning the other in strict confidence, not to make use of such Confidential Information other than in accordance with the performance of its obligations or exercise of its rights under these Terms and not to release, disclose, communicate it or make it available to any person other than (a) employees and permitted subcontractors who reasonably need to know the Confidential Information in connection with these Terms and which who are legally bound to protect the received Confidential Information from unauthorized use or disclosure on terms and conditions at least as strict as these Terms; (b) as permitted hereunder; or (c) as required by law, rule, regulation, or court order, provided that such party (i) provides advance notice to the other party and such cooperation and reasonable assistance as the other party requests in seeking protection or confidential treatment for such Confidential Information, and (ii) strictly discloses the parts of such Confidential Information that are required to be disclosed by such law, rule, regulation or order.

  2. Personal Information.  In addition to the foregoing, any information concerning an End User or employee of a party (“Personal Information”) shall still be considered Confidential Information of such party for the purposes of these Terms. In addition to the confidentiality obligations set forth in this section, each party shall (i) hold any Personal Information of the other party secure in accordance with these Terms, (ii) comply with applicable laws and regulations relating to the protection and privacy of the Personal Information, and (iii) if requested by other party, promptly correct Personal Information that was incorrectly provided by the other party. The disclosing party hereby grants permission to the other party to use such Personal Information solely for the purpose of performing its obligations, and exercising its rights, under these Terms, and, except as expressly permitted by these Terms, neither party shall disclose any Personal Information to any third party, other than employees and contractors, without the prior written consent of the disclosing party. For the avoidance of doubt, as between Snappy and Merchant, Snappy owns all End User data including any data relating to transactions with End Users through the Snappy Platform.  

  1. WARRANTIES AND Warranty Disclaimers.
  1. The parties represent and warrant to each other that (a) each party has the full power and authority to execute, deliver, and perform under this Agreement; (b) this Agreement is valid, binding, and enforceable against each party in accordance with the terms herein and no provision requiring each party's performance is in conflict with such Party’s obligations under any other agreement; (c) each Party is duly organized, authorized and in good standing under the laws of the jurisdiction of its organization and is duly authorized to do business in all other jurisdictions in which such Party’s business makes such authorization necessary or required; and (d) each Party has the full and exclusive right to grant or otherwise permit the other Party the rights set out herein.

  1. Merchant represents and warrants as follows:          

(a)        It is authorized to sell and offer to sell the Merchant Offerings;

(b)        Each Merchant Offering and its description will not (i) infringe any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (ii) constitute libel or slander or is otherwise defamatory; or (ii) be counterfeit, illegal, stolen or fraudulent;

(c)        Merchant and its Merchant Offerings will be in compliance with all applicable federal and provincial laws, rules and regulations and export laws; and  

(d)        Merchant will bear its own expenses in connection with the execution of this Agreement, including any costs associated with integrating with the Website.

  1. Snappy represents, warrants and covenants that the provision and authorized use of the Snappy Platform comply with all applicable laws and the Snappy Platform will be provided in accordance with generally accepted good industry standards and as otherwise provided in these Terms.

  2. EXCEPT AS EXPRSSLY SET OUT HEREIN, SNAPPY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO THE WEBSITE, THE SNAPPY PLATFORM, AND THE SITE CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. SNAPPY AND ITS SUPPLIERS AND LICENSORS DO NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE WEBSITE OR THE SNAPPY PLATFORM OR YOUR ACCESS TO ANY SITE CONTENT. SNAPPY AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT THE SNAPPY PLATFORM, OR ANY SITE CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT ANY RESULTS, DATA, INFORMATION, OR SITE CONTENT OBTAINED OR DERIVED THROUGH THE USE OF THE WEBSITE OR THE SNAPPY PLATFORM OR ANY OF THE SITE CONTENT WILL BE TIMELY, ACCURATE, COMPLETE, ERRORFREE, SAFE, OR FREE FROM VIRUSES OR OTHER HARMFUL CONTENT, OR THAT ANY ERRORS IN THE WEBSITE, THE SNAPPY PLATFORM, OR ANY ERRORS IN ANY RESULTS, DATA, INFORMATION, OR CONTENT OBTAINED OR DERIVED THROUGH THE USE OF THE SNAPPY PLATFORM OR ANY OF THE SITE CONTENT WILL BE CORRECTED. WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE, THE SNAPPY PLATFORM, OR ANY SITE CONTENT WILL CREATE ANY WARRANTY REGARDING THE WEBSITE, THE SNAPPY PLATFORM, OR ANY SITE CONTENT THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE WEBSITE, THE SNAPPY PLATFORM, OR ANY SITE CONTENT, THE DURATION AND SCOPE OF SUCH WARRANTY WILL BE THE MINIMUM POSSIBLE UNDER SUCH APPLICABLE LAW.

  1. INDEMNIFICATION.

Merchant shall at its expense defend, indemnify and hold Snappy and its affiliates, agents and employees (the “Indemnified Parties”) harmless against all loss, damage, claims, demands, actions and costs (including legal/attorney fees), charges, expenses and liabilities of whatsoever nature incurred by the Indemnified Parties out of or in connection with claims brought by third parties alleging: (i) the infringement by Merchant Content or Merchant Offerings of any third party copyright, trademark, trade secret, patent right or other proprietary right, (ii) any product liability claims; and (iii) any actual or alleged breach of Merchant’s representations or warranties set forth in this Agreement.

  1. Limitations of Liability.

SAVE AS OTHERWISE PROVIDED FOR IN THIS AGREMENT OR OTHERWISE DUE TO GROSS NEGLIGENCE OR WILFUL MISCONDUCT, NO PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING OUT OF OR RELATING TO THESE TERMS, YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE, THE SNAPPY PLATFORM, OR ANY CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE MAXIMUM TOTAL LIABILITY OF SNAPPY TO YOU FOR ALL CLAIMS OR DAMAGES ARISING UNDER OR RELATING TO THESE TERMS, OR OTHERWISE RELATING TO THE WEBSITE, THE SNAPPY PLATFORM, OR ANY CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES, IF ANY, PAID BY YOU FOR YOUR ACCESS TO AND USE OF THE WEBSITE OR THE SNAPPY PLATFORM. YOU FURTHER AGREE THAT OUR SUPPLIERS AND LICESNORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS, THE WEBSITE, THE SNAPPY PLATFORM, OR ANY SITE CONTENT. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  1. MISCELLANEOUS

  1. Entire Agreement.  These Terms, together with all other documents incorporated by reference into these Terms: (i) constitute the entire agreement between you and Snappy concerning the Website, the Snappy Platform, and any Site Content and (ii) supersede all prior agreements or communications between you and Snappy regarding the subject matter of these Terms.

  1. Notices.  Any notice or other communication between the Parties required or permitted under this Agreement will be in writing and will be delivered by hand, sent by first class mail (postage prepaid), or sent by overnight delivery by commercial courier to such Party at the address provided by Merchant during the registration process or such other address subsequently designated by such Party in writing. Any notice or other communication will be deemed to have been received on the date of delivery.

  1. No Waiver.  No waiver by a Party of a breach of any provision hereof will take effect or be binding upon that Party unless expressly waived in writing, and such waiver will extend and apply only to the particular breach so waived and will not limit or affect the rights of the waiving Party in respect of any future breach or in respect of any breach of any other provision hereof.

  1. Independent Contractors.  Nothing in this Agreement will be construed as creating a relationship of employer and employee, principal and agent, partnership or joint venture between the Parties. Each Party will be deemed an independent contractor at all times and will have no right or authority to assume or create any obligation on behalf of the other Party except as may be expressly provided herein. This Agreement will be binding and have effect upon the Parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to confer upon any person, other than the Parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under this Agreement.

  1. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario applicable to contracts made and to be performed wholly within such province without regard to principles of conflicts of law. Each of the parties hereby (i) irrevocably consents and agrees that any legal or equitable action or proceeding arising under or in connection with this Agreement shall be brought exclusively in any federal or provincial courts located in Ontario, and (ii) by execution and delivery of this Agreement, irrevocably submits to and accepts, with respect to his or its properties and assets, generally and unconditionally, the jurisdiction of the aforesaid court If any portion of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, such illegality, invalidity or unenforceability will not affect the validity of the remainder of this Agreement.

  1. Other.  Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect and the terms “including,” “including but not limited to,” and “including without limitation” as used in these Terms mean by way of example and not of limitation. You will not transfer or assign these Terms, directly or indirectly, to another person without our prior written consent. Nothing express or implied in these Terms is intended to confer upon any entity other than the parties and their respective successors and assigns any rights, remedies, obligations, or liabilities whatsoever. We will not be liable for any delay or nonperformance of our obligations under these Terms due to any cause beyond our control

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