Effective Date: June 2, 2015

Introduction and Eligibility

Snypr, Inc. (“Snypr,” “we,” “us” or “our”), provides creative, competitive and connected training exercises and virtual games for athletes through our mobile application and related information through our website located at snypr.com (collectively, such services, including any new features and applications, and the Snypr website, the “Snypr Services”). The Snypr Services are provided and made available subject to the terms and conditions contained in these Terms of Service (the “Terms”), which may be modified from time to time.

You understand and agree that we may revise these Terms at any time without prior notice by posting an updated version. Revised Terms will become effective at the time of posting, and you can determine when these Terms were last revised by referring to the “Effective Date” at the top of these Terms. We will notify you (or your parent or guardian, if applicable) of any material changes to these Terms, either through an email notification or through other reasonable means, and such changes will become effective immediately once we provide notice unless otherwise indicated in the form of notice. You should visit this page periodically to review the most current Terms, as your continued use of the Snypr Services after a change to these Terms constitutes your binding acceptance of such revised Terms. If any change to these Terms is not acceptable to you, your sole remedy is to cease using the Snypr Services.

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Snypr Services from time to time, including, without limitation, the Privacy Policy located at snypr.com/privacy-policy. All such terms are incorporated by reference into these Terms. If you do not agree to these Terms, please do not use the Snypr Services.

Section titles in these Terms are for convenience only and have no legal or contractual effect.

• Binding Agreement. Please read these Terms carefully before using the Snypr Services. By accessing, using, downloading, browsing or otherwise using any of the Snypr Services, you agree to follow and be bound by these Terms.
• The Snypr Services are designed for players ages 8 and older. We follow the principles of the Children’s Online Privacy Protection Act (“COPPA”) and will obtain express parental consent before asking for or collecting personal information from children under 13 years of age or changing how we use such information, unless the information falls within an exception under COPPA. For more details on our collection and use of information from children, please see our Privacy Policy.

By using the Snypr Services, you represent and warrant that you are at least 18 years of age and have reviewed and now consent to the Terms, or, if you are under 18 years of age but 13 years of age or older, then you affirm that you possess the legal consent of your parent or guardian to access and use the Snypr Services pursuant to these Terms. If you are under 13 years of age, your parent or guardian must agree to these Terms and provide consent for your use of the Snypr Services in the manner set forth in our Privacy Policy before you use any of the Snypr Services. If you are a parent or guardian agreeing to the Terms for the benefit of anyone under the age of 18, you represent and warrant that you have reviewed and now consent to the Terms and accept full responsibility for your child’s use of the Snypr Services, including all financial charges and legal liability that such child may incur in connection with the use of the Snypr Services.

Additional Terms. We may require you (or your parent or guardian, if applicable) to agree to additional terms, rules, policies, guidelines or other conditions of use (collectively, the “Additional Terms”) in order to use particular products, services and/or features, and/or to receive or use some Snypr Services that we may offer from time to time. If there is any conflict between the Additional Terms and these Terms, the Additional Terms will supplement or amend these Terms, but only with respect to the matters governed by the Additional Terms.

Rules for Sweepstakes, Contests, Raffles and Other Promotions. In addition to the Terms, any sweepstakes, contests, raffles or similar promotions (collectively, “Promotion(s)”) made available through the Snypr Services may be governed by Additional Terms that are separate from these Terms. By participating in any such Promotion, you will become subject to those rules, which may vary from these Terms. We urge you to review any Additional Terms applicable to a particular Promotion, which will be linked from such Promotion, and to review the Snypr Privacy Policy which, in addition to these Terms, governs any information you submit in connection with such activities. To the extent that the Additional Terms of any Promotion conflict with these Terms, the Additional Terms of such Promotion shall control.

• Changes to the Snypr Services. Snypr reserves the right to make improvements and/or changes in the Snypr Services at any time, at our sole discretion and with or without notice. You agree that we are not liable to you or to any third party in any way for any modification, suspension or discontinuance of all or some of the Snypr Services. We may limit the availability of the Snypr Services, in whole or in part, to any person, geographic area or jurisdiction that Snypr chooses from time to time and in our sole discretion.

Permission to Use the Snypr Services. We grant you permission to use the Snypr Services subject to the restrictions in these Terms. Your use of the Snypr Services is at your own risk, including the risk that you might be exposed to User Content (as defined below) submitted or posted by other users that is offensive, inaccurate, objectionable or otherwise inappropriate.

Snypr’s Content Ownership and Use

Proprietary Rights. The Snypr Services contains material including, but not limited to, software, computer code, designs, text, graphics, images, video, audio files, information, logos, button icons and other content (collectively, the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements we have with third parties. All Content and the compilation (meaning the collection, arrangement and assembly) of all Content are protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, trade dress, patent and/or other rights and laws. Except as expressly authorized in writing by Snypr or expressly permitted by these Terms, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based (whether in whole or in part) on the Snypr Services or the Content, in whole or in part.

The trademarks, service marks and logos of Snypr (the “Snypr Trademarks”) used and displayed on the Snypr Services are registered and unregistered trademarks or service marks of Snypr. Other company, product and service names used and displayed on the Snypr Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and collectively with the Snypr Trademarks, the “Trademarks”). Nothing on the Snypr Services or in these Terms should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Snypr Services without the prior written consent of the Trademark owner for each such use. The Trademarks may not be used to disparage Snypr or the applicable third-party owner, any products or services of Snypr or applicable third parties or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Snypr reserves all rights not expressly granted herein.

Limited License to You. Subject to these Terms, Snypr hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, personal license to use the Snypr Services and Content for your own personal use, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble, scrape or otherwise attempt to discover any source code, or sell, assign, sublicense or otherwise transfer any right in the Snypr Services or Content. You may not download, copy or save any Content or any portion of it for any purpose, except as permitted by select Snypr Services as provided for in the specific guidelines or Additional Terms applicable to such Snypr Services, and in the limited cases where you need to print or save a copy of individual screens or information appearing as part of the Snypr Services solely for personal use or records, provided that any logos, marks or other legends that appear on copied screens remain and are not removed from the copy. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Except for those rights expressly granted in these Terms or any applicable Additional terms, no other rights are granted, whether express or implied.

Your Access to the Snypr Services and Account Information

1. Registration, Usernames and Passwords. You will be required to register with Snypr in order to access certain aspects or areas of the Snypr Services. With respect to any such registration, Snypr may refuse to grant you permission to register under a specific username or email address for any reason, at our sole discretion. You are responsible for maintaining the confidentiality of any password you may use to access the Snypr Services, and agree not to transfer your password or username, or lend or otherwise transfer your use of or access to the Snypr Services, to any third party. You are fully responsible for all interaction with the Snypr Services that occurs in connection with your username or password. If you have any reason to believe that any unauthorized use of your username or password or any other breach of security related to your account has occurred, you agree to immediately notify Snypr by emailing us at info@snypr.com. Snypr is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
2. Third-Party Integrated Services and Logins. If you are aged 13 or over, we may offer you the opportunity to enable or log in to the Snypr Services via various third-party services, such as social media and social networking services like Facebook or other third-party services or applications (collectively, “Third-Party Integrated Services”). You are in no way obligated to use any Third-Party Integrated Service in connection with the Snypr Services. By integrating these Third-Party Integrated Services into the Snypr Services, we can make your online and mobile experiences richer and more personalized. To take advantage of these features and capabilities, we may ask you to authenticate, register for or log into Third-Party Integrated Services on the websites or mobile applications of their respective providers. As part of such integration, the Third-Party Integrated Services may provide us with access to certain information that you have provided to them, and we will use, store and disclose such information in accordance with our Privacy Policy. If you opt to integrate or use Third-Party Integrated Services with the Snypr Services, such Third-Party Integrated Services may gain access to certain information that you have provided to us, including Personal Information (as defined in our Privacy Policy). Please remember that the manner in which Third-Party Integrated Services use, store and disclose your information is governed solely by the policies of such Third-Party Integrated Services, and we have no liability or responsibility for the privacy practices or other actions of any Third-Party Integrated Service that may be enabled within the Snypr Services. In addition, we are not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Third-Party Integrated Services. As such, we are not liable for any damage or loss related to or arising out of your use of or reliance on any Third-Party Integrated Service. We enable these features merely as a convenience to our users.
3. Information and User Content Submitted Through the Snypr Services
4. Information Submitted Through the Snypr Services. Your submission and our collection of information through the Snypr Services is governed by Snypr’s Privacy Policy. You represent and warrant that any Personal Information you provide in connection with your use of the Snypr Services is true, accurate and complete, and you will maintain and update such Personal Information. You agree that if any Personal Information that you provide becomes false, inaccurate, obsolete or incomplete, Snypr may terminate your use of the Snypr Services.
5. User Content Submitted Through the Snypr Services. The Snypr Services may provide you with the ability to create, post or share content, including photographs or other images for use as account pictures and information related to your sports activities (“User Content”). Snypr claims no ownership or control over your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent and trademark rights to any of the content you post on or through the Snypr Services. You are responsible for protecting those rights.
6. Rights to the User Content You Post. You represent and warrant that: (i) you own the User Content posted by you on or through the Snypr Services or otherwise have the right to grant the license set forth in these Terms; (ii) the posting and use of your User Content on or through the Snypr Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person; and (iii) the posting of your User Content on the Snypr Services does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees and any other monies owing any person by reason of content you post on or through the Snypr Services. You also acknowledge and agree that your User Content is non-confidential and non-proprietary.
7. Snypr’s Rights in Your User Content. Snypr claims no ownership or control over the User Content you create, post or share through the Snypr Services. You or a third-party licensor, as appropriate, retain all copyright, patent and trademark rights to any of the content you post on or through the Snypr Services. You are responsible for protecting those rights. By creating, posting or sharing your User Content on or through the Snypr Services, and subject to Snypr’s Privacy Policy, you grant Snypr a world-wide, non-exclusive, sub-licensable, royalty-free, transferable license to use, copy, distribute, reproduce, modify, adapt, create derivative works from, publicly perform or display, incorporate or otherwise use your User Content for any purpose without compensation to you, including for the purpose of promoting Snypr and our services. You waive any rights you may have regarding your User Content being altered or manipulated in any way that may be objectionable to you. Snypr reserves the right to refuse to accept, post, display or transmit any User Content in our sole discretion. Notwithstanding the above, we will not make use of your User Content in a manner that is inconsistent with the privacy settings that you establish for your Snypr account.
8. Other Users’ Permission to Use Your User Content. By creating, posting or sharing your User Content on or through the Snypr Services, you also agree to permit any other user to access, display, view, store and reproduce such submissions for personal use.
9. Content from Other Users and Snypr Licensors. You understand and agree that you will not obtain, as a result of your use of the Snypr Services, any right, title or interest in or to others’ content delivered via the Snypr Services or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets or other rights) in the content. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display or sell any content appearing on or through the Snypr Services.
10. General Practices Regarding Use and Storage. You acknowledge that Snypr may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Snypr Services and the maximum storage space that will be allotted on Snypr’s servers on your behalf. You agree that Snypr has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Snypr Services. You acknowledge that Snypr reserves the right to terminate accounts that are inactive for an extended period of time.
11. Removal of User Content. At any time you may remove or edit your account picture through your account settings. You may also request that we remove any other User Content that you upload or post to the Snypr Services and are unable to remove through your account settings, such as certain information related to your sports activities, by contacting us at info@snypr.com. You acknowledge and agree that some User Content may remain on our servers after it is removed from public view, and that we may use and disclose such User Content and other information related to your account in accordance with our Privacy Policy.
12. Third-Party Links and Services. The Snypr Services may contain links to third-party websites or services (collectively, “Third-Party Links and Services”). Third-Party Links and Services are not under the control of Snypr and Snypr is not responsible for the contents of or any changes or updates to any Third-Party Links and Services. Snypr is not responsible for any form of transmission received from any Third-Party Links and Services. Snypr is providing any such Third-Party Links and Services to you only as a convenience, and the inclusion of such Third-Party Links and Services does not imply endorsement by Snypr of such Third-Party Links and Services or any associated products or services. You agree that your use of Third-Party Links and Services, including without limitation, your use of any content, information, data, advertising, products or other materials on or available through such websites and resources, is at your own risk and is subject to the terms and conditions of use applicable to such Third-Party Links and Services.
13. No Confidentiality; Sharing Ideas. You may not submit or share confidential or proprietary information or trade secrets through the Snypr Services. If you wish to share an idea or suggestion with us, you must submit the idea to us at info@snypr.com. By submitting an idea or suggestion, you grant us an irrevocable and unrestricted license to use, modify, reproduce, transmit, display and distribute it for any purpose whatsoever, commercial or otherwise, with no acknowledgement, payment or other compensation to you.
14. User Content Disclaimers, Limitations and Prohibitions
15. Interactions with Other Users or Third Parties. The Snypr Services may enable or facilitate limited communications between you and other users or third parties. As a neutral facilitator, we are not directly involved in the actual transactions and/or communications between you and other third parties. We have no control over the truth, accuracy, quality, legality, offensiveness or safety of content or other postings made by other users or third parties. You shall at all times exercise common sense and good judgment when dealing with any other users or third parties through the Snypr Services. You are solely responsible for your involvement with other users and third parties and assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party and to not involve Snypr in such disputes. We reserve the right, but have no obligation, to monitor disagreements between any users of the Snypr Services.
16. Your Responsibility for Your User Content. You are solely responsible for your User Content on the Snypr Services. Snypr does not endorse any, nor is it responsible for, User Content on the Snypr Services. You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy or reliability. You may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
17. Rules of Conduct. While using the Snypr Services you will comply with all privacy, data protection, intellectual property and other applicable laws. In addition, Snypr expects users of our Snypr Services to respect the rights and dignity of others. Your use of the Snypr Services is conditioned on your compliance with the rules of conduct set forth in this section. Snypr reserves the right to investigate and take appropriate legal action against anyone who, in Snypr’s sole discretion, violates or fails to comply with the rules of conduct, including without limitation, removing the offending content from the Snypr Services, suspending or terminating the account of such violators and reporting the violator to law enforcement authorities.

You understand, acknowledge, agree and warrant that you may not and that you will not:

• Post, transmit or otherwise make available through or in connection with the Snypr Services anything that is or may be: (a) threatening, harassing, degrading or hateful; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent or otherwise objectionable; or (e) protected by copyright, trademark or other proprietary right without the express prior consent of the owner of such right.
• Post, transmit or otherwise make available through or in connection with the Snypr Services any material that would give rise to criminal or civil liability or that encourages conduct that constitutes illegal activity or a criminal offense.
• Use the Snypr Services to post, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation.
• Use the Snypr Services to advertise or offer to sell or buy any goods or services without Snypr’s express prior written consent.
• Use the Snypr Services for any fraudulent or unlawful purpose.
• Harvest or collect email addresses or other Personal Information about other users of the Snypr Services.
• Solicit Personal Information from anyone under the age of 18.
• Impersonate any person or entity, including any representative of Snypr or our affiliates or business partners; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that Snypr endorses any statement you make.
• Interfere with or disrupt the operation of the Snypr Services or the servers or networks used to make the Snypr Services available; or violate any requirements, procedures, policies or regulations of such networks.
• Restrict or inhibit any other person from using the Snypr Services (including by hacking or defacing any portion of the Snypr Services).
• Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of or access to the Snypr Services (including any Content, product, service and other materials available through the Snypr Services).
• Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Snypr Services (including any content and other materials available through the Snypr Services), except as and solely to the extent expressly authorized under applicable law overriding any of these restrictions.
• Remove any copyright, trademark or other proprietary rights notice from the Snypr Services or content and other materials originating from the Snypr Services.
• Frame or mirror any part of a Snypr Services without Snypr’s express prior written consent.
• Create a database by systematically downloading and storing all or any Content.
• Upload, post or transmit to the Snypr Services any virus, worm, Trojan horse or other computer code, file or program that is harmful or invasive or may or is intended to damage or hijack the operation of any hardware or software.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Snypr Services, without Snypr’s express prior written consent.

Mobile Applications

App End User Licenses.

Subject to these Terms, Snypr grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use one copy of a given Snypr mobile application (an “App”) per device that you own or control, downloaded directly from a legitimate marketplace (such as Apple’s iTunes Store or Google Play), solely in object code format and solely for your personal, non-commercial use for lawful purposes.

You understand and agree that you shall only use an App in a manner that complies with any and all applicable laws and restrictions in the jurisdictions in which you use the App. Consistent with the Rules of Conduct provided above, you may not:

• Modify, disassemble, decompile, translate, scrape or reverse engineer any App or any portion thereof, except to the extent that such restriction is expressly prohibited by law;
• Create derivative works based on any App in whole or in part and in any form;
• Use any App for any purpose except as permitted by these Terms;
• Sell, lease, rent, assign, license, disclose, perform, broadcast, distribute or otherwise transfer or make available any App or any copy of the App, in whole or in part and in any form, to any third parties;
• Remove or alter any proprietary notices or marks on the App or any portion thereof.

App Updates. You acknowledge and agree that we may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the App and related Snypr Services. You consent to these updates and agree such updates may be automatically installed without providing any additional notice or receiving any additional consent from you. If you do not want such updates, your remedy is to stop using the App. You acknowledge that you may be required to install updates to use the App and related Snypr Services, and you agree to promptly install any updates Snypr provides if the update does not automatically install. By continuing to use an App after an update, you renew your agreement to these Terms.

Apple– and Google-Related Terms. You acknowledge that these Terms are between Snypr and you only, and not with Apple Inc. or third parties that operate using the Android operating system, which is owned by Google Inc. (collectively, the “Marketplace Provider(s)”), and that as between Snypr and the Marketplace Provider, Snypr is solely responsible for Snypr Apps and Content. You may not use any Content or Apps in any manner that is in violation of or inconsistent with the usage rules set for the Snypr Services in any applicable market place terms of service (the “App Store Terms of Service”).

Your end user license to use an App is limited to a non-transferable license to use the App on an iOS product or Android-based product, as applicable, that you own or control, as permitted by the usage rules set forth in the App Store Terms of Service. The Marketplace Provider has no obligation whatsoever to provide any maintenance or support services with respect to the App, or to address any claims of you or any third party relating to the App. The Marketplace Provider is not responsible for any product warranties, whether express or implied by law. If you have any questions, complaints or claims with respect to an App, they should be directed to Snypr at info@snypr.com.

Snypr and you acknowledge and agree that the applicable Marketplace Provider(s) and their subsidiaries are third-party beneficiaries of these Terms with respect to Snypr Apps that you download, access or use on your mobile device, and that, upon your acceptance of these Terms, the applicable Marketplace Provider(s) will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to any such App as a third party beneficiary thereof.

Additional App Considerations. To use or otherwise access an App, you must have a mobile device that is compatible with the Snypr Services and the App. We do not warrant that any App will be compatible with your mobile device. You may be obligated to pay some fees for use of certain Apps. Further, a wireless carrier’s normal messaging, data and other rates and fees may apply to your use of an App. In addition, downloading, installing or using Apps may be prohibited or restricted by your wireless carrier, and not all Apps may work with all carriers or devices.

Communications

1. Messaging Consents. By using the Snypr Services, you expressly agree that we and may communicate with you regarding features or games available through the Snypr Services or other matters via in-App notifications, and that certain information about your usage of the Apps may be communicated to us. We may also use in-App notifications to facilitate your interactions with others through the Snypr Services, such as notifying you when another user wishes to initiate a game or challenge with you.
2. Electronic Notices. By using the Snypr Services or providing Personal Information to us, you agree that we may communicate with you (and/or your parent or guardian, if applicable) electronically via email regarding security, privacy and administrative issues relating to your use of the Snypr Services. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Snypr Services or sending an email to you and/or your parent or guardian, if applicable. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please notify us at info@snypr.com.

Monitoring and Consequences of Violating These Terms

1. Snypr reserves the right, but has no obligation, to monitor use of the Snypr Services and/or any activities conducted through or in any way related to the Snypr Services. Snypr may review and remove any User Content at any time for any reason, including activity which, in our sole judgment: violates these Terms; violates applicable laws, rules or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Snypr Services.
2. Snypr reserves the right, in our sole discretion, to restrict, suspend or terminate your account and your access to all or part of the Snypr Services for any reason. We reserve the right to restrict, suspend or terminate your account and your access to all or part of the Snypr Services in the future. You are responsible for any claims, fees, fines, penalties and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Snypr Services.

LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

Disclaimer of Warranties.

SNYPR AND/OR OUR PARENTS, SUBSIDIARIES, AFFILIATES AND LICENSORS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “SNYPR PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SNYPR SERVICES OR CONTENT FOR ANY PURPOSE. THE SNYPR PARTIES DO NOT WARRANT THAT THE SNYPR SERVICES OR CONTENT WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SNYPR SERVICES WILL OPERATE IN AN ERROR-FREE OR UNINTERRUPTED MANNER, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

THE SNYPR PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE SNYPR PARTIES SHALL NOT BE LIABLE FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN.

YOU AGREE THAT YOU USE THE SNYPR SERVICES AND THE CONTENT AT YOUR OWN RISK AND THAT THE SNYPR SERVICES AND CONTENT ARE OFFERED ON AN “AS IS” BASIS AND NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN. YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SNYPR SERVICES OR ANY CONTENT. THE SNYPR PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME PORTIONS OF THIS PARAGRAPH MAY NOT APPLY TO YOU.

Limitation of Liability. IN NO EVENT SHALL THE SNYPR PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SNYPR SERVICES OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, WHETHER IN AN ACTION OF EQUITY, CONTRACT, NEGLIGENCE, TORTIOUS ACTION OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SNYPR SERVICES OR CONTENT, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, THE SNYPR PARTIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SNYPR SERVICES OR FROM ANY CONTENT POSTED ON THE SNYPR SERVICES BY SNYPR OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SNYPR SERVICES IS TO STOP USING THE SNYPR THE MAXIMUM LIABILITY OF THE SNYPR PARTIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO SNYPR TO ACCESS AND USE THE SNYPR SERVICES.

THESE LIMITATIONS AND EXCLUSIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OF DAMAGES AND/OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, THE LIABILITY OF THE SNYPR PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

You agree to defend, indemnify and hold harmless the Snypr Parties from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms or your access to, use or misuse of the Snypr Services or Content. The Snypr Parties shall provide notice to you of any such claim, suit or proceeding. The Snypr Parties reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests to assist the Snypr Parties in defense of such matter.

Miscellaneous Terms

Compliance with Applicable Laws. Snypr is based in the United States. Snypr makes no claims concerning whether the Snypr Services or Content may be downloaded, viewed or be appropriate for use outside of the United States. If you access the Snypr Services or Content from outside the United States, you do so at your own risk. Whether inside or outside the United States, you are solely responsible for ensuring compliance with the laws and regulations of your specific jurisdiction.

The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading any Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export or re-export of the Content.

These Terms constitute the entire agreement between you and Snypr with respect to our Snypr Services and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Snypr with respect to the Snypr Services. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision hereof. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. Snypr will not be responsible for failures to fulfill any obligations due to causes beyond our control.

Governing Law and Arbitration Provision. These Terms and the relationship between you and Snypr shall be governed by the laws of the state of California without regard to its conflict of law provisions. You agree to first contact Snypr at info@snypr.com regarding any claim or controversy arising out of or relating to these Terms or your use of the Snypr Services. You agree that regardless of any statute or law to the contrary, you must file any such claim within one (1) year after such claim arises or it is forever barred. You and Snypr agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Snypr Services under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in San Francisco, California. You covenant not to sue Snypr in any other forum. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. You agree that Snypr may recover reasonable attorneys’ fees from you if Snypr prevails in an action for injunctive relief against you.

Class Waiver and Waiver of Jury Trial. Any proceedings to resolve or litigate any dispute in any forum with respect to these Terms or the Snypr Services will be conducted solely on an individual basis. Neither you nor the Snypr Parties will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You agree to waive your right to a jury trial in connection with any dispute relating to these Terms or your use of the Snypr Services. If this class action waiver or waiver of jury trial is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.

Contact Information:

Snypr, Inc.
1420 Orange Avenue
San Carlos, California 94070
United States

info@snypr.com