SNAPP DIGITAL LLC

USER AGREEMENT

Please read this User Agreement carefully before using the Service and associated Software. You may use the Service and Software only if you first accept these terms, which constitute a binding agreement between you and SNAPP. By using the Service or Software you signify your agreement with these terms, including the Acceptable Use Policy.

IF YOU DO NOT AGREE WITH THESE TERMS DO NOT IN ANY MANNER USE THE SERVICE OR SOFTWARE OR PARTICIPATE IN ANY OF THE FUNCTIONALITY OFFERED THEREIN.

General Terms

1. Purpose

This SNAPP Digital SaaS User Agreement sets forth the terms under which SNAPP will provide you with access to and use of the Service (this "User Agreement").

2. Definitions

3. Authorized Users

Use of the Service is presently limited to users located within the United States of America and its territories. An Authorized User is a unique person who is given access to the Service. The Service may be used on any number of computers or servers and each Authorized User may have simultaneous access to any number of instances of the Service at one time. You must obtain separate, dedicated entitlements for each Authorized User accessing the Service in any manner directly or indirectly (for example: via a multiplexing program, device, or application server) through any means. An entitlement for an Authorized User is unique to that Authorized User and may not be shared, nor may it be reassigned other than for the permanent transfer of the Authorized User entitlement to another person.

4. Access to Service; Suspension and Cancellation

Subject to your compliance with this User Agreement, SNAPP hereby grants you a revocable, non-exclusive, nontransferable right to access and use the Service. You agree that SNAPP is not providing you with access to the Internet in order to use the Service and that you remain responsible for Internet access. Certain Software that forms part of the Service may be licensed under separate terms and conditions which will be presented to you at the time of use. In the event of a conflict between such additional terms and conditions and this User Agreement, this User Agreement will prevail. Separately licensed Software provided with the Service can only be used in conjunction with the Service. SNAPP reserves the right to suspend or discontinue the Service, revoke your access to the Service or delete your Content or account if SNAPP believes that you are in breach of this User Agreement or the Acceptable Use Policy. Upon any suspension, discontinuance or cancellation this Service or termination of this User Agreement, your access and other rights to the Service will be cancelled and cease. In such event you must cease any further use of the Service and destroy any copies of the associated Software within your possession or control.

5. Inviting users to participate in SNAPP Services

The entity that has purchased the Service may share documents with, or otherwise invite, individuals or entities, to participate in SNAPP Services for the purpose of collaboration ("Permitted Invitees"). Permitted Invitees may have access to certain aspects of the Service and must agree to this User Agreement. For Permitted Invitees, SNAPP may revoke access to the Service for any reason in its sole discretion.

6. Restrictions

The Service is to be used by individuals and entities solely for purposes of uploading and managing digital advertisements to be displayed on SNAPP affiliated digital screens and only as permitted under this User Agreement and Acceptable Use Policy. Under no circumstances may you resell, redistribute, or sublicense the Services, or use the Services on a timeshare or service bureau basis, or to operate a website or host an online business unless expressly permitted under another written agreement between you and SNAPP. You may not use the Services for the development, production or marketing of a service or product substantially similar to the Services.

SNAPP reserves the right to immediately restrict access to the Service if proper licensing and support, if applicable for the Software, are not in place any time during the Term. SNAPP will provide notice of such violation, for which thirty (30) days will be allowed (from receipt of notice) in order to provide SNAPP with proof of license and support, as required by SNAPP. If proof of license and support cannot be provided within the 30 day period, SNAPP will consider this to be a breach of this User Agreement.

7. Scheduled Downtime; No Training or Technical Support

Scheduled and non-scheduled down times may occur. During such times the Service will not be available for use. SNAPP has no obligation under this User Agreement to provide support or maintenance services in connection with the Software or Service ("Technical Support"). SNAPP may elect to provide you with Technical Support at its sole discretion. Any enhancements, updates and other materials provided by SNAPP as part of any such Technical Support are considered to be part of the Service or Software, as applicable, and therefore governed by this User Agreement.

8. Updates; Applicable Terms and Authorization for Auto Updates

This User Agreement apply to all updates, supplements, add-on components, features, or other functionality or messages related thereto, including without limitation alterations of functionality, features, storage, security, availability, content, and other information relating to the Software or Service (collectively, "Updates") that SNAPP may provide or make available generally to its customers after the date that the Service commences, subject to any additional terms provided by SNAPP applicable to such Updates. You hereby authorize SNAPP to, and agree that SNAPP may, in accordance with SNAPP’s standard operating procedures, automatically and in good faith transmit, access, install, and otherwise provide Updates to the Software or Service without further notice or need for consent. SNAPP has no obligation to, and nothing in this User Agreement may be construed to require SNAPP to, create, provide, or install Updates.

9. Notice Regarding Spam, Content Blocking and Filtering

SNAPP administrators monitor the Service, investigate spam attacks and apply proprietary as well as industry standard technology measures in order to block or filter messages that appear to be unsolicited and bulk, and/or malicious in nature. SNAPP reserves the right (but shall have no obligation) to block electronic communications from other entities on the Internet. You should be aware that such blocking or filtering may take place if deemed necessary by SNAPP. SNAPP reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content.

10. Privacy

Personal Information about you. You agree to allow SNAPP and its Affiliates to store and use the personal information about you that you provide to us in connection with your use of the Service, including without limitation, your name, address(es), phone number(s), and e-mail address(es), anywhere SNAPP and its Affiliates do business, in accordance with the Privacy Policy use of the Service, you acknowledge and agree that: (1) your name, title, company name and any photographs, artwork, graphics or video posted by you using the Services ("Account") may be viewed by employees, contractors, vendors and business affiliates of SNAPP and, if uploaded as part of an advertisement, will be viewed by the general public, and (2) at any time you may edit your Account information or or delete completely your Account from the Service by accessing your Account within the Software.

Personal Information included in your Content. THE SOFTWARE AND/OR SERVICES MAY ALLOW YOU TO INCLUDE IN YOUR CONTENT PERSONAL INFORMATION ABOUT OTHERS, THE LAWS OF SOME JURISDICTIONS MAY REQUIRE THE CONSENT OF INDIVIDUALS PRIOR TO INCLUDING THEIR PERSONAL INFORMATION IN YOUR CONTENT. You agree to comply with all applicable laws to obtain all necessary consents and make all necessary disclosures before including personal information in your Content and using the Software and Service. You confirm that you are solely responsible for any personal information that may be contained in your Content, including any information which you share with third parties, and that you are in compliance with applicable data protection laws. In connection with your use of the Service, certain features of the Service may permit you to interact or share your Content with third party websites or services. If you choose to transmit your Content or provide any other information to such third parties, you agree to be bound by any applicable third party User Agreement, and SNAPP accepts no responsibility or liability for any such third party services.

11. Fees

Payment Terms. You agree to pay SNAPP the User Fee (as defined below) with respect to all Services purchased by you on or through SNAPP. Unless otherwise set forth in a separate written agreement between you and SNAPP, the "User Fee" shall be the price reflected on the SNAPP website when you enter your order (the "User Fee"). For purposes of the User Fee, you shall be deemed to have purchased the Service upon the earlier of (i) clicking "buy" or "pay" on the SNAPP website with respect to such Service or otherwise agreeing to purchase such Service on or through the Snapp website, (ii) executing an agreement for the purchase of the Service, or (iii) making full or partial payment for such Service. You agree to pay User Fees to SNAPP by credit card by completing the required fields on the SNAPP website. All orders for Services may be cancelled by SNAPP if the User Fee is not paid in full within 48 hours following submission of your advertisement on SNAPP’s digital dashboard. SNAPP reserves the right to waive or modify these payment terms at any time by providing Authorized Users with written notice (which notice may be sent to the email account provided by you) or upon any published revision of this User Agreement.

Promotional Offers. SNAPP may offer, in our sole discretion, promotional offers with different limitations. If SNAPP agrees to waive the User Fee with respect to one or more Services provided to you pursuant to a promotional offer for which you are eligible, you shall not be required to pay the User Fee applicable to such Service. We reserve the right to modify, terminate or otherwise amend our promotional offers and all promotional offers are subject to this User Agreement.

Refunds. You may cancel your purchased Services and receive a full refund with respect to any one or more purchased digital advertisements (each, an "Ad Slot") by completing the cancellation process on your SNAPP dashboard prior to 12:01 AM on the date the Ad Slot is scheduled to be displayed. Snapp will fully refund User Fees for any Ad Slot where SNAPP is not able to provide the Services other than for reasons specifically provided in this User Agreement and the Acceptable Use Policy. You will not be entitled to a refund from Snapp under any other circumstances.

12. Ownership of Content

By virtue of your agreeing to these terms, SNAPP does not claim ownership of any Content. You confirm that you have all necessary authorities to allow SNAPP to host, cache, record, copy, and display Content solely for the purpose of providing the Service to you. Except as set forth in this Section 13, you retain your right, title, and interest in and to the Content, and to display and transfer Content. If you choose to transmit your Content to a third party site which may be linked to or accessible by the Service, you are providing SNAPP with the consent to enable such transmission of Content, and you remain liable for such transmission.

13. Representations and Warranties About Content

You represent and warrant that you: (1) are the owner or authorized licensee of any and all Content; and (2) will not publish, post, upload, record, or otherwise distribute or transmit Content that violates the Acceptable Use Policy or applicable law, and (3) that you have all required permissions and consents from any third party whose personal information you post or upload to the Service.

14. Confidentiality

You agree not to disclose to others your account number and/or password for the Service. You remain responsible for all uses of your account in accordance with this User Agreement, whether or not expressly authorized by you. All information exchanged with SNAPP or posted on the Service is non-confidential. If either of us requires the exchange of confidential information, it will be made under a signed confidentiality agreement.

15. Compliance with Applicable Law

Regardless of your location when you access the Service, you agree to comply with all applicable laws and regulations, including but not limited to those of the United States. You may not export, re-export, divert, transfer, disclose or permit access to any portion of the Service, Software or technical information, directly or indirectly, in violation of any applicable law or regulation. You are also responsible for complying with all other laws, rules, and regulations that may be applicable to your use of the Service and Software. You agree that the Services shall not be used in support of any prohibited end uses or by any prohibited end users wherever they may be located. You understand and acknowledge that SNAPP may use its resources, including but not limited to, SNAPP Affiliates and personnel, for the delivery of the Service.

16. Indemnity

You agree to indemnify, defend and hold SNAPP harmless against any third party claim that any Content was posted to the Service in violation of your obligations in Section 17, Representations and Warranties about Content.

17. Disclaimer of Warranties

THE SERVICE AND SOFTWARE (INCLUDING ANY ASSOCIATED DOCUMENTATION, INFORMATION AND MATERIALS) ARE PROVIDED TO YOU "AS IS" AND SNAPP, ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM WARRANTY PERIOD REQUIRED BY LAW. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

18. Limitation of Liability

The limitations and exclusions in this Section 19 (Limitation of Liability) apply to the full extent they are not prohibited by applicable law without the possibility of contractual waiver.

19. Governing Law and Jurisdiction

This User Agreement, and the relationship between you and SNAPP resulting from your use or attempted use of the Service or Software, and the resolution of any dispute arising out of that relationship, will all be governed by and construed in accordance with the laws of the country in which the transaction occurred. The parties expressly waive any right to a jury trial for disputes related to the subject matter of this User Agreement. Unless otherwise provided by local law without the possibility of contractual waiver or limitation, any legal or other action related to a breach of this User Agreement must be commenced no later than two (2) years from the date on which the cause of action arose. All rights, duties, and obligations are subject to the courts of the country in which the transaction occurred.

20. Digital Millennium Copyright Act Compliance

SNAPP complies with the provisions of the Digital Millennium Copyright Act as applicable to internet service providers (17 U.S.C. § 512). If you reasonably and in good faith believe that your work has been copied in a manner that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide SNAPP with all of the following information in writing at support@snappdigital.com or the following address:

Snapp Digital LLC

5000 Euclid Ave., Suite 303

Cleveland, Ohio 44103.

Please provide SNAPP notification of the claimed infringement containing the following information:

21. Taxes

You agree that you are solely responsible for determining, collecting, reporting, and remitting all applicable Taxes to the appropriate tax authority. "Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products or Services by you on or through SNAPP's websites or otherwise in connection with any action, inaction or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

22. Miscellaneous

If any part of this User Agreement is determined to be invalid or unenforceable, the remainder of the User Agreement will continue in effect. If any provision(s) is found to be invalid, unenforceable, or contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. SNAPP’s failure to exercise or enforce any right or provision of this User Agreement will not constitute a waiver of such right or provision unless agreed to by SNAPP in a writing signed by a duly authorized representative of SNAPP. SNAPP reserves the right to modify this User Agreement, and related Acceptable Use Policy at any time by providing such revised terms to you. Your continued use of the Software or Service constitutes your acceptance to be bound by any such revised terms. It should be noted that this Service is not eligible for automatic renewal or anniversary coordination unless SNAPP specifies otherwise.

23. Entire Agreement

If your legal entity purchased the Service defined in this User Agreement and you have an separate agreement in place with SNAPP, you agree that in the event of a conflict between this User Agreement and any other written contract between you and SNAPP, this User Agreement shall prevail.

If you are not accessing the Service as an employee of the legal entity that purchased the Service from SNAPP then you agree that this User Agreement constitute the entire agreement between SNAPP and you with respect to the Service, and supersede any other (prior or contemporaneous) communications and proposals, whether electronic, oral or non-electronic, between SNAPP and you regarding the Service.

Any terms or conditions contained in any document, including but not limited to a purchase order, acknowledgement, email, or other document that you may now or later provide to SNAPP, will have no effect. This User Agreement may only be amended as set forth herein.

Appendix A

SNAPP DIGITAL LLC

Acceptable Use Policy

This Acceptable Use Policy ("Policy") outlines unacceptable use of SNAPP Services (the "Services"). This Policy is in addition to any other terms and conditions under which SNAPP provides the Services to you.

SNAPP may modify this Policy from time to time by posting a new version of this document on the SNAPP website at snappdigital.com/saas-terms

Questions about this Policy (e.g., whether any contemplated use is permitted) and reports of violations of this Policy should be directed to support@snappdigital.com.

Prohibited content, uses and activities include, without limitation, any use of the Services in a manner that, in SNAPP's reasonable judgment, involves, facilitates, or attempts any of the following:

  1. violating any law;
  2. displaying, performing, sending, receiving or storing any content that is obscene, inappropriate, offensive, or otherwise objectionable, even if the material or its dissemination is lawful;
  3. harassing any person or advocating or encouraging violence of any kind against any person, entity or government;
  4. infringing, violating or misappropriating another's rights;
  5. obtaining unauthorized access to, or interfering by any means with, any user, system, network, service, or account, including evasion of filters or violation of the security or integrity of any network or system;
  6. distributing computer viruses or malware of any kind; or
  7. sending, receiving or supporting email messages that are unsolicited, deceptive, anonymous, excessively voluminous or that contain falsified identifying information, including spamming and phishing.

You are responsible to ensure that use of the Service and content is in compliance with all applicable laws, including laws where the Service or Content is uploaded, hosted, stored, accessed or used and to implement necessary restrictions to prohibit use by any individual (e.g. restrictions on access by minors) or in any jurisdiction, as required to comply with such laws. Similarly, SNAPP reserves the right to take all actions it deems appropriate to comply with applicable laws.



Last Updated: 1/13/2015