Licence Agreement and Terms and Conditions to Cover the Use of the Snappie Photo / Video Sharing Platform
This Licence Agreement governs your use of our photo sharing and data capture server-based platform. If you are entering into this Agreement on behalf of any company or other legal entity, you represent that you have the authority to bind such entity(s) and its affiliates to the terms and conditions stipulated in this Agreement, shall include the entity and its affiliates.
Any new features, or additions, to the current Services, including the release of new tools, apps and/or resources, shall be subject to the Agreement.
The party granted certain rights in relation to Huggity products or Services is herein referred to as the “Licensee.” “Licensees may include, but are not limited to, Your employees, consultants, contractors and agents, and third parties with which You transact business.
“Licensed Program” refers to the Snappie Photo / Video Sharing Platform and methodologies, in all of their various forms, iterations, and uses, and any other software provided to the Licensee by Huggity.
“Device” refers to any type of photo capture or data capture hardware, including but not limited to an iPad, Tablet, Kiosk, Event Station, whether purchased or leased from Huggity, or supplied by the Licensee, and that is used to capture data, video, photos are any other type of media, which are, in turn, uploaded to the Snappie servers or used in conjunction with any Huggity-related technology, software or hardware.
“Licensed Equipment” refers to any Device that is leased to You by Huggity, or any other hardware or physical equipment of any kind provided to You by Huggity, for lease or rental usage, during the term of the Agreement.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the Licensee.
“Technology,” or “Services” refers to any services, product, equipment, hardware, web site services, the Licensed Platform, or other software, instruction manuals, or any other item provided by Huggity to the Licensee.
“Authorized Licensees” means individuals who are authorized by You to use the Services, or for whom subscriptions to the Services have been ordered, or who have been supplied Licensee identifications and passwords by You (or by Us at Your request), or have secured their own Licensee Name and Password through an online registration. Licensees may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
“Licensed Users” means anyone using the Services for payment, or in Free or Demo Mode, to gather photos, videos, data or other media. Typically brands, agency, or rights holders who uses the Services for the viewing benefit of end users. Licensed Users typically download the Snappie App to a device, and login to use the app in the process of gathering media or data. “End users” means anyone whose photo or video is captured with the Services, by clicking on a link to view media, or are otherwise sent or served a view of their media through a variety of available channels. Licensed users typically send media or send links to end users, typically the receivers of media.
“Captured Data” means any data, including media, photos, videos, survey data, emails, SMS numbers, or any other digital data, in any form, that is captured by a Licensee who uses the services.
LICENSE GRANT TO USE SERVICES
Huggity agrees to make the Services available solely for the purpose of capturing photos, videos, and other types of media and data, for upload to the Snappie Platform (the “Permissible Use”). Huggity hereby grants to the licensee a unlimited, nonexclusive, nontransferable (between devices) license to use the Snappie Platform, solely for Permissible Use, on the basis of payment to Huggity, at the prices and terms per order form or website. No refunds are issued on licenses, once they are paid.
Huggity shall use all commercially reasonable efforts to ensure that the Services are accurate and up to date. To this end, any changes to any applications will be tested before being released and communicated to the Licensee.If necessary, training manuals will be updated. Huggity does not warrant that its web-based Services or on-site Services will be uninterrupted or error free. The Apps are tested for functionality on all current operating systems on a variety of devices. It is suggested that clients who supply their own devices use the latest models as the photo quality is vastly improved, and older devices (3 years or more) may not display all Snappie functions properly.
Except as may be otherwise provided herein, the Services and any information provided by Huggity are provided “as is” and “as available.” Licensee assumes all risk for using, and for any results it obtains, or liability it incurs, by, or as a result of, using any of the Services, or from using any information Licensee obtains from using the Services, or for failing to access any service on any occasion. Huggity does not guarantee the prevention of the loss or alteration of, or improper access to Licensees information. Huggity is not responsible for transmission errors, corruption of data during transmission, lack of available onsite connectivity, slow data transmission speeds due to large crowds at events, or the security of Licensee’s information carried over any telecommunications or data communications facilities.
Except as provided herein, it shall be the responsibility of Licensee to ensure that its hardware and system software (including but not limited to any interfaces) used, are compatible with the Product, Service and Technology provided. Huggity will not be responsible for any expenditure that may be incurred by Licensee in modifying its hardware and system software to enable it to receive the Service. Unless otherwise agreed in writing, Licensee will use all reasonable efforts to keep the Technology in a secure environment, including protection from harsh elements, and prevent unauthorized access to it. Huggity will not be responsible for any replacement of any data that is lost or damaged, or any down time, as a result of failure by Licensee to provide adequate security, including protection from elements such as heat, snow, rain and wind.
LIMITATION OF LIABILITY
In no event will Huggity, its officers, shareholders, directors, employees, subsidiaries, consultants, contractors, parents, agents, affiliates, users, or clients be liable for any damages resulting from: costs of procurement of substitute products or services, loss of revenue, loss of profits, loss of contracts, loss of data or software programs or loss of use of data or software programs, loss of anticipated savings, interruption in the use or availability of data, stoppage to other work, loss of goodwill, or any third party claims; or any losses or damages that are indirect or secondary consequences of any act or omission of the other party, its employees, representatives or sub-contractors, whether such losses or damages were reasonably foreseeable or actually foreseen; or any special, indirect, consequential, punitive, exemplary or incidental damages; or any claims against Licensee by any other party; whether direct or indirect even if Huggity has been advised of the possibility of that loss or damage arising, however caused and on any theory of liability, arising from or related to the Agreement in any way. This limitation shall apply even if Huggity has been advised of the possibility of such damages, and notwithstanding any failure of essential purpose of any limited remedy herein provided. Licensee agrees that Huggity’s liability, regardless of the form of action, shall not exceed the price paid, if any, by Licensee for any Services provided under the Agreement.
Each party will indemnify, defend, and hold harmless the other party and its officers, directors, managers, partners, members, employees, and agents (collectively “Indemnified Parties”) from and against any and all costs, liabilities, losses and expenses, (including, but not limited to, reasonable attorneys’ fees) (collectively “Losses”) resulting from any claim, suit, action or proceeding (each an “Action”) brought by any third party against an Indemnified Party alleging (i) the other party’s (“Indemnifying Party”): (1) infringement or misappropriation of any intellectual property right, including but not limited to copyright, trade secret and trademark rights. The Indemnifying Party’s indemnification obligation hereunder shall be subject to: (a) receiving prompt written notice of the existence of any Action; (b) being able to, at its option, control the defence of such Action; (c) permitting the Indemnified Party to participate in the defence of any Action; and (d) receiving full cooperation of the Indemnified Party in the defence thereof. Licensee further agrees to take all necessary precautions to prevent injury to any persons (including employees of Huggity) or damage to property (including Huggity property) during the term of this Agreement and shall indemnify and hold harmless Huggity and its officers, agents, directors, and employees against any claim, loss, judgment, expense (including reasonable attorneys’ and expert witnesses’ fees and costs) and injury to person or property (including death) resulting in any way from any act, omission or negligence on the part of Licensee in the performance or failure to perform the scope of work under this Agreement, excepting only those losses which are due solely and directly to Huggity negligence. Should Huggity permit Licensee to use any of Huggity’s equipment, tools or facilities during the term of this Agreement, such permission will be gratuitous and Licensee shall indemnify and hold harmless Huggity and its officers, agents, directors, and employees from and against any claim, loss, judgment, expense (including reasonable attorneys’ and expert witnesses’ fees and costs) and injury to person or property (including death) arising out of the use of any such equipment, tools, or facilities, excepting only those losses which are caused solely by Huggity or directly related to Huggity’s sole negligence.
Exclusive of Licensee Information, Huggity will retain all right, title, and interest (including copyright and other intellectual property rights, or informational rights) in and to the Application Services, the Application Software, the Huggity Information, and all legally protectable elements or derivative works thereof. No right, title, or interest in any of the Application Services, the Application Software, or any Huggity Information will be deemed to be transferred or assigned to Licensee or any Customer by virtue of this Agreement or Licensee’s use of or access to the Application Services. Huggity may place copyright and/or proprietary notices, including hypertext links, within the Application Services indicating Huggity’s proprietary interest therein. Licensee may not alter or remove such notices without Huggity’s written permission. Huggity shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Licensees, relating to the operation of the Services. Regarding Licensee’s Proprietary Rights, Licensee will retain all right, title and interest (including copyright and other intellectual property rights, or informational rights) in the Licensee Information. No right, title, or interest in or to any of the Licensee Information will be deemed to be transferred or assigned to Huggity by virtue of this Agreement.
STORAGE, OWNERSHIP AND USAGE RIGHTS CONCERNING CAPTURED DATA
Captured Data is stored on Huggity-hosted servers housed at secure locations (such as Amazon Web Services). Facilities used for storage are subject to change without notice. Access to photos and data is available through Huggity’s password protected Admin Site. Images are guaranteed to remain on the system for thirty six months. The Licensee and its assignees may request removal of images and data at any time. Additionally, consumers may also individually request removal of their images and data in keeping with the privacy terms posted on our public facing policy (see “Requesting Removal of your Photo” at that site).
STORAGE, OWNERSHIP AND USAGE RIGHTS CONCERNING DATA POSTED TO SOCIAL NETWORKS
Our system, by default, displays a semi-private photo. However, when photos, videos and comments get posted to social sites such as Facebook, or displayed in any type of public gallery, we are no longer in control of the data or the media. We make no claim about restricting control, use, or ownership of any data or media posted outside of our own system, or data collected through unauthorized or unpaid use of our system.
Licensee will be provided with all training manuals and videos and up to 3 hours webinar training on the use of the software and the platform. Additional training can be provided as per Prices on website or order form.
Technical Support will be available for system bugs and message errors during an event. However, it is the licensee’s responsibility to test the application before the event, and follow the activation guidelines provided to ensure a successful activation.
You are responsible for all use of Your account and maintaining the confidentiality of all passwords and information provided by Huggity. Sharing of passwords, account numbers or information among Third Parties is only permissible with Third Parties that agree to these terms of Services.
AGREEMENT NOT TO REVERSE ENGINEER OR CONNECT TO OTHER SYSTEMS
MUTUAL NON-DISCLOSURE AGREEMENT
Each party (“Receiving Party”) agrees to keep confidential and not disclose or use except in performance of its obligations under this Agreement, confidential or proprietary information related to the other party’s (“Disclosing Party”) technology or business that the Receiving Party learns in connection with this Agreement and any other information received from the other that reasonably would be understood to be confidential or proprietary (all of the foregoing, “Confidential Information”). Each party shall use reasonable precautions to protect the other’s Confidential Information. “Confidential Information” shall not include information the Receiving Party can document (a) is in or (through no improper action or inaction by the Receiving Party or any affiliate, agent or employee) enters the public domain (and is readily available without substantial effort), (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it by another person without restriction, or (d) is independently developed by employees, agents or representatives of the receiving party as a result of its own efforts, and without the knowledge or benefit of the Confidential Information received from the Disclosing Party. Either party may disclose any Confidential Information as required to satisfy any law, regulation, governmental request, or court order.
RELATIONSHIP OF THE PARTIES
The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement, and is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. Neither party nor its agents or employees are the representatives of the other party for any purpose and neither party has the power or authority as agent, employee or any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.
PAYMENT FOR SERVICES
Licensee agrees to pay per the terms stipulated per website or order form. In the event payment is not received by Huggity on terms indicated, Licensee agrees to pay an interest in the amount of one percent (1%) per month. Failure to maintain payments within credit terms may result in (i) terminate this Agreement, or (ii) in whole or in part suspend or block your access to the Application Services until payment in full has been paid.
Unless otherwise stated, Our fees do not include any taxes, levies or duties, including but not limited to value-added, sales, use or withholding taxes, assessable by any local or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases of the Services.