These Terms of Service constitute an agreement (this “Agreement”) for the provision of services by Social Snowball IO, LLC, a Delaware limited liability company (“Social Snowball IO”) and any person or entity which opens an online account with Social Snowball IO (“Customer”) as set out in the Customer’s online registration with Social Snowball IO. This Agreement is effective upon the Customer clicking “Accepted and Agreed To” or a similar button in opening an online account with Social Snowball IO (the “Effective Date”). Customer’s use of, and Social Snowball IO’ providing of, the Services and the Social Snowball IO Platform (each as defined below) are governed by this Agreement.
- DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in
- «Affiliate» means an individual or business entity registered on the Social Snowball IO Platform as an Affiliate of a Merchant which generates its own traffic on one or more Affiliate’s websites and is thus compensated by the Merchant with whom such Affiliate has a contractual relationship for qualified sales, leads, clicks, or other measurable action registered by the Merchant on one or more of the Merchant’s websites.
- «Affiliate Sales Revenue» means the total amount of the proceeds received from the sale of products or services by Customer acting as a Merchant which have been generated by the Merchant’s Affiliate or Affiliates as tracked back to Customer on the Platform. Such amount will be the gross amount of all payments made to a Merchant with respect to all such sales of products and services, including shipping charges, handling and processing fees and sales, property, use and sales and similar taxes.
- «Aggregate Data» has the meaning ascribed to it in Section 4.7 hereof.
- «Confidential Information» has the meaning ascribed to it in Section 7.
- «Customer Data» means data in electronic form input or collected through the Platform by or from Customer, including by Customer’s Users.
- «Customer Order» means an order for access to the Platform on a subscription basis entered by Customer through Social Snowball IO’ online registration process on the Website and acknowledged by such Customer through a click-to-agree online process.
- «Excluded Data» has the meaning ascribed to it in Section 4.6 hereof.
- «Feedback» has the meaning ascribed to it in Section 6.2 hereof.
- “Manual” means Social Snowball IO’ standard manual related to use of the Platform, as well as any additional documentation provided to Customer in connection with this Agreement.
- «Merchant» means an e-commerce or other business entity that is contractually obligated to pay a commission, referral fee or similar compensation to an Affiliate for qualified sales, leads, clicks, or other measurable action by a visitor generated or referred by such Affiliate to the Merchant’s website for the purpose of purchasing Merchant’s products or services.
- «Platform» means Social Snowball IO’ proprietary online platform designed for building and sharing software, SaaS and mobile application integrations for the Services.
- «Services» means such software as a service (“SAAS”) as Social Snowball IO may provide from time to time to its Customers acting as Merchants with respect to one or more Affiliates through the Platform, including Affiliate Sales Revenue management services for the purposes of processing, monitoring, tracking and reporting of commission payments by Merchants to Affiliates on a subscription basis.
- «Subscription Fees» has the meaning ascribed to it in Section 3.1 thereof.
- «Term» is defined in Section 11.1 below.
- «User» means any individual who uses the Platform on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.
- «Website» means the website owned and operated by Social Snowball IO at socialsnowball.io.
- THE PLATFORM. The following sets forth certain basic requirements of
Customers and Users in connection with the use of the Platform and the Services under this
- Use of the Platform. During the Term and provided that this Agreement has not been terminated by either party, and in consideration of the payment of the Subscription Fees, Customer may access the Platform for the purpose of using Services pursuant and subject to: (a) the terms of this Agreement and any outstanding Customer Order, including such features and functions as the Customer Order provides and any limitations imposed by this Agreement or the Customer Order, including, but not limited to limitations on the number of Users, data volume, capacity and requirement that Customers follow any and all applicable laws in using the Service; and (b) Social Snowball IO’ other policies posted on its Website at socialsnowball.io, as such policies may be updated from time to time.
- Manual. Customer may reproduce and use the Manual solely as necessary to support Users’ use of the Platform.
- Platform Changes. Social Snowball IO may modify the Platform and Services features and functions at any time, including without limitation by removing such features and functions. If any such modification to the Platform or Services materially reduces features or functionality provided pursuant to a Customer Order, Customer may within 30 days of notice of the modification terminate such Customer Order, without cause, or terminate this Agreement without cause if such Customer Order is the only one outstanding.
- Customer shall pay Social Snowball IO the fees for the access to and use of the Platform (“Subscription Fees”) that are specified in the Customer Order as a percentage of the Affiliate Sales Revenue recorded on the Platform in each full or partial calendar month during each Term and/or as a dollar amount. Social Snowball IO’ fee schedules as posted on the Website or elsewhere will not apply to Customer who executed a Customer Order under this Agreement, and instead the fees set forth in such Customer Order shall control.
- Payment of Fees. Customer authorizes Social Snowball IO to charge an amount equal to the amount of the Subscription Fees set forth in the Customer Order (monthly or on such dates as the Customer Order provides), and any additional amounts as permitted by this Agreement, to the credit card and/or bank account or other payment source (e.g. PayPal) specified in the Customer Order in the arrears by means of automatic debit or credit card charge for the duration of each Term. Customer hereby agrees to keep such valid credit card and/or bank account or other specified payment account in effect with sufficient credit limit to enable Social Snowball IO to charge the Subscription Fees every month, quarter or other period of each Term, as applicable, and not to challenge such charges or to request reversal of such charges. Social Snowball IO will not be required to refund the Subscription Fees under any circumstances.
- Taxes. All Fees are exclusive of, and Customer is responsible for, applicable federal or national, state or provincial, or local sales, use, excise, export or other applicable taxes. Social Snowball IO may add any such taxes to the applicable Fees.
- Customer Data & Privacy.
- Use of Customer Data. Unless it receives Customer’s prior written consent, Social Snowball IO: (a) shall not access, process, or otherwise use Customer Data other than as necessary to operate and facilitate the Platform, to provide Services to Customer and to improve customer experience on the Platform; and (b) shall not intentionally grant any third party access to Customer Data, including Social Snowball IO’ other customers, except subcontractors that are subject to a reasonable nondisclosure agreement or confidentiality duties. Notwithstanding the foregoing, Social Snowball IO may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Social Snowball IO shall give Customer prompt notice, if permitted by applicable law, of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.
- Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Platform, Customer assumes such risks. Social Snowball IO offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
- Data Accuracy. Social Snowball IO shall have no responsibility or liability for the accuracy of data uploaded onto the Platform by Customer, including Customer Data and any other data uploaded by Users. Social Snowball IO shall not be responsible or liable for any affiliate commission payment calculation errors in connection with PayPal or other online payments made in reliance on the reports generated from the use of the Platform.
- Data Deletion. Social Snowball IO may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more.
- Excluded Data. Customer represents and warrants that Customer Data does not and will not include, and Customer has not and shall not upload or transmit to Social Snowball IO computers, servers, network or other media, any data that is subject to heightened security requirements as a result of Customer’s internal policies or practices or by law or regulation (examples include the Health Insurance Portability and Accountability Act (HIPAA), the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), «Sensitive Personal Data» as defined under the General Data Protection Regulation (GDPR), etc. (the «Excluded Data Laws«))(such Customer Data collectively, «Excluded Data«). CUSTOMER RECOGNIZES AND AGREES THAT: (a) Social Snowball IO HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) Social Snowball IO’ PLATFORM IS NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA UNLESS OTHERWISE NOTED BY Social Snowball IO.
- Aggregate and Anonymized Data. Notwithstanding the provisions above of this Article 4, Social Snowball IO may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. “Aggregate Data” refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users, Affiliates, end users or customers.
- CUSTOMER’S RESPONSIBILITIES AND RESTRICTIONS.
- Acceptable Use. Customer shall not: (a) use the Platform for service bureau or time-sharing purposes or in any other way allow third parties, including Customer’s affiliates, to exploit the Platform; (b) provide Platform passwords or other log-in information to any third party; (c) share non-public Platform features or content with any third party; or (d) access the Platform in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Platform, or to copy any ideas, features, functions or graphics of the Platform; or (e) facilitate any illegal activity, including the sale of goods or services deemed illegal by the jurisdiction in which the goods or services are being sold, delivered, conveyed or otherwise distributed. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by Users, Social Snowball IO may suspend Customer’s access to the Platform without advanced notice, in addition to such other remedies Social Snowball IO may have, including termination of this Agreement and any incorporated Customer Order. In addition, Customer shall comply with all restrictions imposed by each merchant in connection with affiliate transactions.
- Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Platform, including without limitation by protecting its passwords and other log-in information. Customer shall notify Social Snowball IO immediately of any known or suspected unauthorized use of the Platform or breach of its security and shall use best efforts to stop said breach.
- Compliance with Laws. In its use of the Platform, Customer shall comply with all applicable laws and regulations, including without limitation laws governing the sale of goods and services in a jurisdiction in which the goods or services are being sold, delivered, conveyed or otherwise distributed, and the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
- Users & Platform Access. Customer is responsible and liable for: (a) Users’ use of the Platform, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; (b) any violation or noncompliance with any applicable laws and regulations by User; and (c) any use of the Platform through Customer’s account, whether authorized or unauthorized.
- INTELLECTUAL PROPERTY AND FEEDBACK.
- Intellectual Property Rights to the Platform. Social Snowball IO retains all right, title, and interest in and to the Platform, including without limitation all software, system software and applications used to provide the Platform, including any source code, updates, improvements, enhancements, modifications or derivative works thereof, whether or not patentable, and all inventions, content, graphics, media, user interfaces, logos, and trademarks contained in, displayed, performed or reproduced through the Platform. This Agreement is an agreement for services and does not grant Customer any intellectual property license or rights in or to the Platform or any of its components. Customer understands and agrees that the Platform and its components are protected by copyright and other laws.
- Feedback. Social Snowball IO has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to Social Snowball IO, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Social Snowball IO’ right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Social Snowball IO’ products or services.)
- Limited License. Notwithstanding anything to the contrary contained herein, Customer hereby grants to Storm Software a limited royalty-free license and the right during the Term to disclose, use, modify, edit, create derivative works, reproduce and display for Social Snowball IO’ training, marketing, advertising, publicity and other business purposes Customer’s information, data and content associated with Customer’s Social Snowball IO account and registration page, including without limitation, Customer’s affiliate program terms and other text and graphic elements supplied by Customer, provided however that Social Snowball IO will remove specifically identifiable information, such as individual names, office addresses, email addresses and order numbers, therefrom prior to sharing such Customer’s information, data and content with third parties.
- Confidential Information. “Confidential Information” refers to
the following items Social Snowball IO discloses to Customer: (a) any document Social
Snowball IO marks “Confidential”; (b) any information Social Snowball IO orally designates
as “Confidential” at the time of disclosure, provided Social Snowball IO confirms such
designation in writing within seven (7) business days; (c) the Manual, this Agreement,
Customer Order, and any communications between Social Snowball IO and Customer in relation
to this Agreement, whether or not marked or designated confidential; and (d) any other
nonpublic, sensitive information disclosed by Social Snowball IO, whether or not marked or
designated “Confidential.” Notwithstanding the foregoing, Confidential Information does not
include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is
independently developed by Customer without use of or reference to Confidential Information;
(iii) becomes known publicly, before or after disclosure, other than as a result of
Customer’s improper action or inaction; or (iv) is approved for release in writing by Social
- Nondisclosure. Customer shall not use Confidential Information for any purpose other than the use of the Platform for its ordinary internal business purposes (the “Purpose”). Customer: (a) shall not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Article 7; and (b) shall not disclose Confidential Information to any other third party without Social Snowball IO’ prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify Social Snowball IO of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give Social Snowball IO prompt notice of any such legal or governmental demand and reasonably cooperate with Social Snowball IO in any effort to seek a protective order or otherwise to contest such required disclosure, at Social Snowball IO’ expense.
- Injunction. Customer agrees that breach of this Article 7 would cause Social Snowball IO irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Social Snowball IO will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
- Termination & Return. With respect to each item of Confidential Information, the obligations of Section 7.1 above (Nondisclosure) will terminate five (5) years after the date of disclosure. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to Social Snowball IO or certify, in writing, the destruction thereof.
- Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Social Snowball IO will retain all right, title, and interest in and to all Confidential Information.
- Representations & Warranties.
- From Social Snowball IO. Social Snowball IO represents and warrants that it is the owner of the Platform and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. In the event of a breach of the warranty in this Section 8.1, Social Snowball IO, at its own option and expense, will promptly take the following actions: (a) secure for Customer the right to continue using the Platform; (b) replace or modify the Platform to make it non-infringing; or (c) terminate the infringing features of the Services and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Social Snowball IO’ sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the Platform.
- From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Platform; (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law; and (d) it, as a Merchant, has entered into a valid and enforceable agreement with one or more Affiliates with respect to which it intends to use the Platform and the Services.
- Warranty Disclaimers. Except as provided in Section 8.1 above, CUSTOMER ACCEPTS THE PLATFORM AND SERVICES “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) Social Snowball IO HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) Social Snowball IO DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) Social Snowball IO DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.
- INDEMNIFICATION. Customer shall defend, indemnify, and hold harmless Social Snowball IO and each of the Social Snowball IO Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer’s alleged or actual use of, misuse of, or failure to use the Platform, including: (a) claims by Users or by Customer’s employees, as well as by Customer’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Platform through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the Platform through Customer’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, claims arising out of or related to Social Snowball IO’ negligence; and (e) breach of its representations or assertions in this Agreement. Customer’s obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Social Snowball IO will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Social Snowball IO Associates” are Social Snowball IO’ officers, members, subsidiaries, agents, representatives, advisors, successors, and assigns.)
- LIMITATION OF LIABILITY.
- Dollar Cap. Social Snowball IO’ LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY CUSTOMER TO Social Snowball IO IN A PERIOD OF TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH CUSTOMER PRESENTS A CLAIM TO Social Snowball IO WITH RESPECT TO Social Snowball IO’ BREACH OF Social Snowball IO’ OBLIGATIONS UNDER THIS AGREEMENT.
- Exclusion of Consequential Damages. IN NO EVENT WILL Social Snowball IO’ BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
- Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF Social Snowball IO IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 10, Social Snowball IO’ liability will be limited to the maximum extent permissible. For the avoidance of doubt, Social Snowball IO’ liability limits and other rights set forth in this Article 10 apply also to Social Snowball IO’ affiliates, licensors, suppliers, advertisers, agents, sponsors, members, officers, employees, consultants, advisors and other representatives.
- TERM AND TERMINATION.
- Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue for the initial term selected by the Customer in the online registration process as specified in a Customer Order. Following its expiration, the Term will renew for successive terms equal to the initial term specified in the Customer Order, unless either party refuses such renewal by written notice to the other party 30 or more days before the renewal date.
- Termination for Cause. Either party may terminate this Agreement and any Customer Order if the other party: (i) fails to cure any material breach (including, without limitation, Customer’s failure to pay the Fees) of this Agreement within thirty (30) days after written notice of such breach; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter). Nothing in this Section shall limit Social Snowball IO’ ability to immediately terminate this Agreement or any Customer Order immediately upon any breach of Section 5 of this Agreement by Customer. Social Snowball IO may also disable links and reporting and payment functionality with respect to Affiliates of Customer effective immediately in its sole discretion.
- Effects of Termination. Upon termination of this Agreement, Social Snowball IO shall discontinue Customer’s access to the Platform and the Services and Customer shall cease all use of the Platform and the Services and shall promptly delete, destroy, or return all copies of the Manual in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay the Fees (unless the termination is by Customer for cause); (b) Articles and Sections 6 (Intellectual Property & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), 10 (Limitation of Liability) and 12 (Publicity); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
- PUBLICITY. In further consideration of the rights granted hereunder to Customer, Customer agrees to permit Social Snowball IO to use Customer’s name and trademarks and service marks to identify Customer as a Social Snowball IO’ customer on the Website, in Social Snowball IO’ marketing materials and in other sales and marketing activities, provided that Customer does not notify Social Snowball IO in writing of its revocation of such permission. Customer agrees to cooperate with Social Snowball IO in reasonable publicity efforts involving the Platform, such as, for example, media releases and marketing materials in accordance with Social Snowball IO’ reasonable request.
- Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no Social Snowball IO employee or contractor will be an employee of Customer.
- Notices. Social Snowball IO may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to Social Snowball IO, and such notices will be deemed received 72 hours after they are sent in writing and if delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid), given by facsimile (confirmed by certification of receipt) or sent by courier (confirmed by receipt) addressed to Social Snowball IO, 45 SW 9th St, Unit 2806, Miami, FL 33130.
- Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
- Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Social Snowball IO’ express written consent. Except to the extent forbidden in this Section 13.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
- Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
- No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
- Choice of Law & Jurisdiction This Agreement will be governed solely by the internal laws of the State of New Jersey, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of the New Jersey.
- Headings. The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
- Technology Export. Customer shall not: (a) permit any third party to access or use the Platform in violation of any U.S. law or regulation; or (b) export any software provided by Social Snowball IO or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Platform in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).
- Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
- Acceptance. CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. THE PERSON ACCEPTING THIS AGREEMENT ON CUSTOMER’S BEHALF THROUGH Social Snowball IO’ ONLINE REGISTRATION PROCESS OR BY MEANS OF A CUSTOMER ORDER REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS. Customer further acknowledges that this Agreement does not have to be signed in order to be binding. Customer will have indicated its assent to the terms of the Agreement by clicking on the «Accepted and Agreed to» (or similar button) that is presented to Customer at the time of its opening of an online account with Social Snowball IO and submitting an order for the Services through Social Snowball IO’ online registration process on the Website.