Membership Agreement Terms & Conditions
Last Updated: May 15, 2017
Thank you for choosing to become a member of SNAPPI!
The Membership Agreement forms a legally binding contract between you (“Member”) and SNAPPI, Inc (“SNAPPI”) in relation to your access to and use of the Membership Services. You represent and warrant that you (a) have the right and authority to bind your business to the Membership Agreement.
1. The Membership Agreement
1.1 Membership Agreement
The Membership Agreement is the complete and exclusive understanding and agreement between the parties and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Members access to and use of the Members Services.
1.2 Changes to the Membership Agreement
SNAPPI last modified this Agreement (and the other documents that comprise the Membership Agreement) on the date stated at the beginning of this Agreement and such documents. SNAPPI reserves the right, in its sole discretion, to change, modify, add, or remove all or part of any of the documents comprising the Membership Agreement at any time
2. Membership Services
In order to receive the Membership Services, user must, create a user profile on website, create and submit all relevant business information, provide proof of business license and/or state certifications, and agree to the terms in the Membership Agreement; submit annual membership fee payment info and be approved by the SNAPPI Board.
During the registration and account signup process, SNAPPI will create an account and select and configure the Membership Services During this process. SNAPPI represents and warrants that the member providing the information has all rights necessary to provide such information and create the account, all information is truthful and accurate and the accuracy of such information will be maintained. Once SNAPPI has established and verified this account, the user agrees to continuously use the Membership Services during the term of this Agreement.
3. Using the Membership Services
Member is solely responsible for all business information, contact information, published on www.snappi.org’s members directory. All of the related information, including branding, trademarks, logos, data, text, images, graphics (“Content”), are provided and solely determined by Member. Member is solely responsible for ensuring the accuracy, reliability, integrity, quality and validity of the Content.
Although SNAPPI assumes no responsibility for monitoring the Content, SNAPPI reserves the right at any time in its sole discretion to remove your Content for any or no reason, with or without prior notice or explanation, and without liability.(c) You must not upload, post, email, transmit or otherwise make available any Content that: (i) is deemed harassing, threatening, indecent, obscene, pornographic, libelous, defamatory or otherwise objectionable, unlawful or tortious, harmful to children, or which violates third party privacy rights, as determined by SNAPPI in its sole discretion; (ii) is fraudulent, false, misleading or deceptive; (iii) will or may infringe the intellectual property rights of others; (iv) contains spam or otherwise duplicative or unsolicited messages in breach of any applicable laws, rules and regulations; or (v) contains software viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents or programs.
(d) You represent and warrant that you own or have the necessary licenses, rights, consents, permissions and releases for your Content and to grant the licenses and rights set out in this Agreement. You are also responsible for any fees, royalties or other monies owing by reason of any Content you provide.
(e) The Service also contains Content provided by SNAPPI, including, without limitation, text, images and logos (“SNAPPI Content”). SNAPPI Content is protected by copyright, trademark, patent, trade secret and other laws, and Perka owns and retains all rights in the SNAPPI Content and the features and functionality of the Subscription Services. SNAPPI hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the SNAPPI Content (excluding any software code) solely for your business promotional use in connection with utilizing the Membership Services.
You are solely responsible for: (a) your acts and/or omissions in connection with your use of the SNAPPI Membership Services and the Site (including, but not limited to, any resulting loss or damage that SNAPPI or any third party may suffer); and (b) any breach or failure to comply with your obligations under the Membership Agreement, and the consequences thereof (including, but not limited to, any resulting loss or damage that SNAPPI or any third party may suffer).
In addition, you may occasionally experience interruptions, delays or errors when using the SNAPPI Members Services and/or the Site as a result of internet issues beyond SNAPPI’s control, technical problems or scheduled downtime for maintenance. SNAPPI will try to minimize these incidents but SNAPPI cannot prevent them from occurring.
4.5 Prohibited Activities
You must not: (a) use any deep-link, robot, spider or other device or process to access or acquire, copy or monitor any portion of the Site; (b) attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or network connection to the Site by hacking, password mining or any other illegal means; (c) probe, scan or test the vulnerability of the Site, SNAPPI App or any network connected thereto, nor breach the security or authentication measures on the Site or any network or systems connected thereto; (d) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover any source code, underlying ideas or algorithms in connection with any aspect of the Site; (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site; (f) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or with any other person’s use of the Site; (g) interfere with or disrupt the Site, or servers or networks connected to the Site; (h) collect or store personal data about users of the Site other than in accordance with the Membership Agreement and your use of the Membership Services; (i) copy or reproduce all or any part of the Site, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization; (j) republish, upload, post, transmit, disclose, or distribute (in any format) the Site (or any part) except as permitted by the Membership Agreement; (k) remove, relocate or otherwise alter any proprietary rights notices from the Site (or any part thereof); (l) modify, rent, lease, loan, sell, distribute, or create derivative works based on the Site in any manner; (m) exploit the Site, Membership Services in any unauthorized way whatsoever.
5. Fees and Payment
Prices for the Membership Services are as set forth in the Membership Confirmation. Payments are due annually (12 months is considered a “billing cycle”). The payment dates are set forth in the Membership Confirmation. Member must keep their billing information updated and if such information becomes inaccurate, the Membership Services will be immediately suspended or terminated.
The Membership Services are provided “as is” and without any warranties, provided, however, SNAPPI will fully refund Members payment if: (a) Member applying for Membership Services is not approved by the SNAPPI Board or (b), the SNAPPI Board comes to a written agreement with Member to refund all or prorated Membership Service Fees.
6. Term and Termination
6.1 Effective Date
This Agreement is effective on the date it is electronically accepted and agreed to by Member.
6.2 Term and Termination
The term of the Membership Agreement and the Members Services will continue on a yearly basis and will automatically renew upon the conclusion of day 365 of each year. (Members who signed up before May 15th, 2017 will all be renewed on the 1st of March each year unless terminated by either party pursuant to the following:
(a) Member may terminate the Membership Services and Membership Agreement at any time for no specific reason.
(b) Either party may terminate the Membership Services and Membership Agreement by giving the other party notice if the other party has breached a material provision of the Membership Services and Membership Agreement and that breach is either (i) not capable of being cured; or (ii) capable of being cured, but remains uncured for thirty (30) days after the breaching party receives notice of the breach.
6.3 Survival of Terms
Any provisions that by their nature require survival in order to be effective, shall survive the termination of this Agreement.
12. Indemnification and Waiver
BY USING THE MEMBERSHIP SERVICES, MEMEBER AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD SNAPPI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS (INCLUDING THIRD PARTY CLAIMS) ARISING OUT OF (A) THE MEMBERSHIP AGREEMENT; (B) MEMBERS USE OR ACCESS TO THE SUBSCRIPTION SERVICES, THE SITE.
YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM SNAPPI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS AS A RESULT OF ITS DECISION TO (A) REMOVE OR REFUSE TO PROCESS ANY INFORMATIN OR CONTENT, (B) WARN YOU, SUSPEND OR TERMINATE YOUR ACCESS TO THE SITE, OR (C) TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF SNAPPI’s CONCLUSION THAT A VIOLATION OF THE SUBSCRIPTION AGREEMENT HAS OCCURRED.
THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
14. Governing Law and Venue
The Subscription Agreement will be governed by the laws of the State of Nevada, USA, excluding its conflict of laws principles. The parties hereby irrevocably consent to jurisdiction and venue in the state and federal courts sitting in the county of Clark, Nevada. In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses from the other party. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THE SUBSCRIPTION SERVICES, THE PERK-CLOVER A APP AND USE OF THE SITE.
The Membership Agreement establishes an independent contractor relationship between you and SNAPPI, and does not create any affiliate relationship, partnership, joint venture, employment relationship, agency, or fiduciary or other special relationship between you and SNAPPI. Except as expressly stated in the Membership Agreement, neither party has the authority to act or purport to act as the other party’s agent or representative for any purpose.