SnapMenuAI Terms and Conditions
These SnapMenuAI Terms and Conditions together with the corresponding Order Form (collectively, the “Agreement”) are between SnapMenuAI and Client. Capitalized terms used in these Terms and Conditions and not otherwise defined herein shall have the same meaning as set forth in the Order Form.
SNAPMENUAI IS WILLING TO PROVIDE THE SERVICES, INCLUDING LICENSING THE PLATFORM, TO CLIENT ONLY UPON THE CONDITION THAT CLIENT ACCEPTS ALL OF THESE TERMS AND CONDITIONS. BEFORE SIGNING THE ORDER FORM, CAREFULLY READ THESE TERMS AND CONDITIONS, BY SIGNING, CLIENT IS CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. CLIENT’S USE OF THE SERVICES INDICATES CLIENT’S ASSENT TO BE BOUND BY THESE TERMS AND CONDITIONS.
1.3. “Authorized User” means Client’s employees, consultants, contractors, and agents (i) who are authorized by Client to access and use the Platform under the rights granted to Client pursuant to this Agreement and (ii) for whom access to the Platform has been purchased hereunder[1] .
1.6. “End-Users” means Client’s Clients who are end-users of the Services.
1.7. “Platform” is as defined in the Order Form.
1.8. “Services” is as defined in the Order Form.
2.1. Provision of Access. Subject to and conditioned on Client’s payment of Fees and compliance with all other terms and conditions of this Agreement, SnapMenuAI hereby grants Client a non-exclusive, non-transferable (except in compliance with Section 13.7 (Assignment)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Client’s internal business purposes.
2.2. Documentation License. Subject to the terms and conditions contained in this Agreement, SnapMenuAI hereby grants to Client a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13.7 (Assignment)) license to use the Documentation during the Term solely for Client’s internal business purposes in connection with its use of the Services.
2.3. Use Restrictions. Client shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
2.4. Reservation of Rights. SnapMenuAI reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the SnapMenuAI IP.
2.5. Suspension. Notwithstanding anything to the contrary in this Agreement, SnapMenuAI may temporarily suspend Client’s and any Authorized User’s access to any portion or all of the Services if: (i) SnapMenuAI reasonably determines that (A) there is a threat or attack on any of the SnapMenuAI IP; (B) Client’s or any Authorized User’s use of the SnapMenuAI IP disrupts or poses a security risk to the SnapMenuAI IP or to any other Client or vendor of SnapMenuAI; (C) Client, or any Authorized User, is using the SnapMenuAI IP for fraudulent or illegal activities; (D) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) SnapMenuAI’s provision of the Services to Client or any Authorized User is prohibited by applicable law; (ii) any vendor of SnapMenuAI has suspended or terminated SnapMenuAI’s access to or use of any third-party services or products required to enable Client to access the Services; or (iii) in accordance with Section 5.1 (Fees) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). SnapMenuAI shall use commercially reasonable efforts to provide written notice of any Service Suspension to Client and to provide updates regarding resumption of access to the Services following any Service Suspension. SnapMenuAI shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. SnapMenuAI will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any Authorized User may incur as a result of a Service Suspension.
2.7. Branded Platform. SnapMenuAI hereby agrees to brand the Platform with Client’s name, colors and logo as reasonably requested by Client and as further detailed in the Order Form.
3. Client Responsibilities. Client is responsible and liable for all uses of the Services and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
4. Support. The rights granted hereunder entitle Client to the support services as described in the Order Form.
5. Fees and Payment.
5.1. Fees. Client shall pay SnapMenuAI the fees (“Fees”) as set forth in the Order Form without offset or deduction. Client shall make all payments hereunder in US dollars on or before the due date set forth in the Order Form. If Client fails to make any payment when due, without limiting SnapMenuAI’s other rights and remedies: (i) SnapMenuAI may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Client shall reimburse SnapMenuAI for all costs incurred by SnapMenuAI in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, SnapMenuAI may suspend Client’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
5.2. Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on SnapMenuAI’s income.
6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property Ownership; Feedback.
7.1. SnapMenuAI IP. Client acknowledges that, as between Client and SnapMenuAI, SnapMenuAI owns all right, title, and interest, including all intellectual property rights, in and to the SnapMenuAI IP.
7.2. Client Data. SnapMenuAI acknowledges that, as between SnapMenuAI and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client Data. Client hereby grants to SnapMenuAI a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for SnapMenuAI to provide the Services to Client, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Client Data incorporated within the Aggregated Data.
7.3. Feedback. If Client or any of its employees or contractors sends or transmits any communications or materials to SnapMenuAI by mail, email, telephone, or otherwise, suggesting or recommending changes to the SnapMenuAI IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), SnapMenuAI is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to SnapMenuAI on Client’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and SnapMenuAI is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although SnapMenuAI is not required to use any Feedback.
8. Data Security. The Data Processing Agreement attached hereto as Exhibit B is incorporated by reference herein.
10.1. SnapMenuAI Indemnification.
10.2. Client Indemnification. Client shall indemnify, hold harmless, and, at SnapMenuAI’s option, defend SnapMenuAI from and against any Losses resulting from any Third-Party Claim that the Client Data, or any use of the Client Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights and any Third-Party Claims based on Client’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by SnapMenuAI or authorized by SnapMenuAI in writing; or (iv) modifications to the Services not made by SnapMenuAI, provided that Client may not settle any Third-Party Claim against SnapMenuAI unless SnapMenuAI consents to such settlement, and further provided that SnapMenuAI will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
10.3. Sole Remedy. THIS SECTION 10 SETS FORTH CLIENT’S SOLE REMEDIES AND SNAPMENUAI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL SNAPMENUAI’S LIABILITY UNDER THIS SECTION 10 EXCEED THE LIMITATION OF LIABILITY AS SET FORTH IN SECTION 11 BELOW.
11. Limitations of Liability. IN NO EVENT WILL SNAPMENUAI BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SNAPMENUAI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SNAPMENUAI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO SNAPMENUAI UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.1. Term. The Term of this Agreement is as set forth in the Order Form.
12.2. Termination. In addition to any other express termination right set forth in this Agreement:
12.2.4. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
12.3. Effect of Expiration or Termination.
12.3.1. Except as permitted in Section 12.3.2 below, upon expiration or earlier termination of this Agreement, Client shall immediately discontinue use of the SnapMenuAI IP and, without limiting Client’s obligations under Section 7 (Confidential Information), Client shall delete, destroy, or return all copies of the SnapMenuAI IP and certify in writing to the SnapMenuAI that the SnapMenuAI IP has been deleted or destroyed.
12.3.2. Provided this Agreement is not terminated by SnapMenuAI for cause, upon expiration or earlier termination of this Agreement, SnapMenuAI will provide Client with access to the Platform for fifteen (15) calendar days (the “Sunset Period”) following the date of termination or expiration, solely for Client to export its Client Data.
12.3.3. No expiration or termination will affect Client’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Client to any refund.
12.3.4. If Client terminates this Agreement without cause pursuant to Section 12.2.3, Client shall pay the Early Termination Fee to SnapMenuAI upon termination. The “Early Termination Fee” means all Fees that would have been payable to SnapMenuAI for the remainder of the then-current Term.
12.4. Survival. This Section 14.4 and Sections 1, 5-11, 12.3 and 13 [2] shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
13.1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Services Order Forms and Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
13.2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
13.3. Force Majeure. In no event shall SnapMenuAI be liable to Client, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond SnapMenuAI’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
13.4. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13.5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
13.6. Governing Law; Submission to Jurisdiction[3] . This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
13.7. Assignment. Client may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of SnapMenuAI. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
13.8. Export Regulation. Client shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Client Data outside the US.
13.9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the case of Client, Section 2.3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Service Level Agreement (SLA) for the SnapMenu.AI Platform
This Service Level Agreement (SLA) outlines the terms and conditions governing the availability and support of the SnapMenu.AI Platform. By using the SnapMenu.AI Platform, Client acknowledges and agrees to the terms and conditions outlined in this SLA.
1. Availability.
1.1. The SnapMenu.AI Platform will have a monthly uptime percentage of at least 99.9%, calculated on a monthly basis, excluding planned maintenance windows.
1.2. Downtime, as defined in this SLA, excludes scheduled maintenance windows and any unavailability resulting from factors beyond SnapMenu.AI’s control, including but not limited to, acts of nature, acts of government, network outages, or third-party service outages.
2. Support.
2.1. The Client will act as the primary contact for End Users. If the Client cannot assist an End User, the Client will contact SnapMenu.AI staff at support@snapmenu.ai for assistance.
2.2. Email, telephone, and chat support for the SnapMenu.AI Platform will be available during the following hours: Monday to Friday, from 8:00 AM to 5:00 PM Eastern Standard Time (EST). Support will not be available on weekends or recognized public holidays except for critical incidents.
2.3. For reported incidents, SnapMenu.AI staff will respond to the Client as follows:
Critical (System down/outage): ≤ 2 hours.
High (Business-impacting issue): ≤ 8 business hours.
Standard (General issue/request): ≤ 2 business days.
3. Reporting and Communication.
3.1. SnapMenu.AI will communicate with Client regarding any scheduled maintenance, incidents, or system updates that may impact the availability or performance of the SnapMenu.AI Platform.
3.2. Client will designate a primary contact for communication, and SnapMenu.AI will use reasonable efforts to keep the Client informed of any issues or changes related to the SnapMenu.AI Platform.
4. Service Credits. Service credits or financial compensation for downtime or unavailability are not applicable in this SLA.