SNÖBALL EVENT INFLUENCER MARKETING TERMS AND CONDITIONS
Snöball is an Application Service Provider (ASP) licensing its Services. Client desires to access and use the Services and Snöball agrees to give access to, and permit the use of, the Services pursuant to the terms and conditions set forth in these Terms and Conditions.
These Terms and Conditions are entered into in connection with an Order Form and contain the terms and conditions that govern the Services. These Terms and Conditions are a legally binding agreement between Snöball and Client entered into as of the date of the Order Form.
1. DEFINITIONS.
In these Terms and Conditions, the following terms shall have the following meanings:“
1.1. Account” means a Snöball account dedicated to Client and its representatives for the access and the use of the Services;
1.2. “Aggregated Statistical Information” has the meaning set forth in Section 7.1;
1.3. “API” means an application programming interface;
1.4. “Client Data” means all data stored by or on behalf of Client or at Client’s direction in the Services, including Event data. Client Data also includes Content added by a User;
1.5. “Client” means the customer identified in the Order Form;
1.6. “Confidential Information” means all confidential and proprietary information of a party disclosed to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, the Order Form, these Terms and Conditions and the Services;
1.7. “Content” means, without limitation, any information, documents, electronic files, code, data, functionality, website design text, software, music, audio, photographs, graphics, video, messages, tags, and/or other materials.
1.8. “Damages” has the meaning set forth in Section 7.3;
1.9. “Documentation” means any manuals, instructions, or other documents or materials that Snöball may provide or make available to Client in any form or medium and which describe the functionality, components, features, requirements or fees of the Services. Documentation does not include content published in user or community forums;
1.10. “Event” means trade show, conference, meeting, etc., with a specific start date and end date;
1.11. “Force Majeure Event” has the meaning set forth in Section 13.8;
1.12. “GDPR Addendum” means Snöball’s General Data Protection Regulation addendum located on Snöball’s website at https://snoball.events/GDPR/;
1.13. “Improvements” means modifications, improvements, developments, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations;
1.14. “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and similar or equivalent rights or forms of protection in any part of the world, and any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of such rights;
1.15. “Order Form” means a Snöball order form, renewal notice, purchase order, subscription form or other similar purchase document, including in electronic format, agreed by Snöball and Client from time to time and incorporated by reference into these Terms and Conditions, pursuant to which Client subscribes to the Services;
1.16. “Parties” means Snöball and Client;
1.17. “Personal Data” means any Client Data containing information about an identifiable person;
1.18. “Privacy Policy” means Snöball’s privacy policy located on Snöball’s website at https://snoball.events/privacy-policy/;
1.19. “Services” means any influencer marketing solutions and services regarding an Event that Snöball agrees to perform regarding an Event in accordance with the Order Form, including the access to the platform, any related APIs provided by Snöball, together with all related application or information that Snöball makes available to Client;
1.20. “Snöball” means Snöball Event Marketing Inc., a company incorporated under the laws of the Province of Quebec, Canada;
1.21. “Taxes” means direct or indirect local, provincial, state, federal or foreign taxes, levies, duties or similar government assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes;
1.22. “Terms and Conditions” means these terms and conditions that govern Client access to and use of the Services and includes any applicable Order Form; and
1.23. “User” means any individual who is authorized to access the Services by Client. Each User may access the Services only to the extent such Services are made available to Client.
2. ACCEPTANCE.
2.1. Signature. Acceptance by Snöball and Client to any applicable Order Form shall be evidenced by the signature of the applicable Order Form by Client and Snöball’s duly authorized representative. Such acceptance shall create a binding agreement pursuant to which Snöball shall provide and Client shall accept the Services subject to the terms and conditions contained in the Order Form and in these Terms and Conditions. Neither Snöball’s commencement of performance nor delivery of any of the Services shall be deemed or construed as acceptance of any other different terms and conditions.
2.2. Responsibility. It is Client’s responsibility to ensure that the functions of the Services are in accordance with Client’s needs and meet Client’s technical, organizational, legal, privacy, and practical requirements.
2.3. Complete Agreement. In case of conflict between the terms of an Order Form and the terms of these Terms and Conditions, the terms of the Order Form shall prevail.
3. PRODUCTS AND SERVICES
3.1. Snöball will configure, provide and make available its Services subject to the terms and conditions of the Order Form. Any other services requested by Client will be provided by Snöball on as-needed basis pursuant to a separate Order Form.
3.2. Snöball may provide an API as an extension of the Services. Client API usage is governed by these Terms and Conditions, and Snöball retain the right to modify or terminate Client API access (or any part of it), with or without notice. The API is subject to changes, and Client is responsible for ensuring compatibility with the current version.
4. COMPENSATION.
As compensation for the Services provided by Snöball under these Terms and Conditions, Client agrees to the following:
4.1. Services Fees. Client agrees to pay all applicable fees set forth in the Order Form and in these Terms and Conditions (plus any and all applicable Taxes). Unless Client chooses to terminate these Terms and Conditions, fees provided on an annualized basis in an Order Form are recurring. Fees are locked in for the term stated in an Order Form and are not refundable.
4.2. Invoicing. Invoices for the Services will be sent to Client as indicated in the Order Form, and will be due and payable upon receipt. Unless otherwise set out in an Order Form, any payment not received by Snöball by the thirtieth (30th) day following the due date will be considered overdue, will be subject to a late payment charge of $40, and all amounts due and unpaid will bear interest at a rate of 2% per month (24% per annum), calculated and compounded monthly, from the due date to the payment date.
4.3. Taxes. Unless otherwise stated, the fees stated in these Terms and Conditions and in an Order Form do not include any Taxes. Client is solely responsible for paying all Taxes associated with the Services. If Snöball has a legal obligation to pay or collect Taxes for which Client is responsible under this section, the appropriate amount will be invoiced to, and paid by Client, unless Client provides Snöball with a valid tax exemption certificate authorized by the appropriate tax authority.
4.4. Commencement. Snöball will initiate production and delivery of the Services after receipt or execution of payment as described under this section.
5. ACCOUNTS MANAGEMENT.
Client is accountable for all actions and inactions by its Users or third parties that have been granted access to the Services by Client, treating them as if they were Client’s own actions or inaction. Maintaining control over the Account, including login credentials confidentiality, is Client’s responsibility. Activities on Accounts are Client’s responsibility. Accurate information for User access must be provided, and Client is solely responsible for maintaining and updating such information’s and Services configurations, including sharing and permission settings.
6. NON-SOLICITATION.
Client agrees not to solicit or offer employment to, or otherwise obtain services either directly or indirectly, from Snöball’s employees at any time during the term of these Terms and Conditions or at any time during the twelve (12) months thereafter.
7. DATA AND OWNERSHIP OF INTELLECTUAL PROPERTY
7.1. Client Data. Client retains all ownership and Intellectual Property Rights in and to Client Data. Client hereby grants to Snöball, a royalty-free, worldwide, non-exclusive, irrevocable, fully paid up, non-transferable right and license to use, copy, transmit, export, display, modify, create derivative works and adapt the Client Data, together with the right to sublicense these rights to hosting, connectivity, and communication service providers as well as subcontractors solely in connection with operating, improving and providing the Services, and for the exercise and performance of Snöball’s rights and obligations hereunder. Snöball may also collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies (including, without limitation, information concerning the Client Data and its derivative data). During and after the term of these Terms and Conditions, Snöball may use, copy, modify, adapt, translate, create derivative works, distribute, and display such data and information, provided it is aggregated or de-identified (such data and information, “Aggregated Statistical Information”) for business purposes, including without limitation for developing, enhancing, and supporting the Services. For greater clarity, Aggregated Statistical Information will not contain any Personal Data.
7.2. Ownership by Snöball. Client acknowledges and agrees that Snöball and/or its licensors own all right, title and interest, including Intellectual Property Rights in and to (i) the Services and any Improvements thereto, and (ii) anything developed or delivered by or on behalf of Snöball under these Terms and Conditions, including any Improvements thereto, Content and Documentation. Client acknowledges and agrees that the Services, the Content and the Documentation are made available, not sold, and that except as expressly stated herein, these Terms and Conditions do not grant Client any rights to, under, or in, any Intellectual Property Rights (whether registered or unregistered), or any other rights or licenses in respect of the Services, the Content or the Documentation. All Content and Intellectual Property Rights contained therein are owned, controlled by, used, or licensed to Snöball, and are protected by any and all Intellectual Property Rights laws. Client shall not remove, alter or obscure any Intellectual Property Rights notices incorporated in or accompanying any Services, Content and Documentation.
7.3. Both Parties unconditionally guarantee that any elements of text, graphics, photos, design, copyrights, trademarks or other artworks furnished to Snöball for inclusion in the Services are owned by Client or that Client has written permission or license from the rightful owner to use each of these elements, and will hold harmless, protect and defend Snöball from any demand, liability, suit, expense, loss, cost and claim, including reasonable attorney fee asserted (the “Damages”) arising from the use of such elements furnished by Client.
7.4. Client affirms that Client is now and will continue to be compliant with all applicable laws governing privacy and Client’s use of Client Data that Client provides to Snöball, or that Client accesses and makes available through the Services. Client represents and warrants that Client has obtained all necessary rights, permissions, and consents, and have made all applicable disclosures, or otherwise have all requisite authority, in each case as required under applicable laws, to disclose Client Data to Snöball, or allow Snöball to perform its obligations and exercise its rights under these Terms and Conditions. Client agrees that Personal Data will be treated in accordance with the Privacy Policy.
7.5. These Terms and Conditions incorporate Snöball’s GDPR Addendum when such data protection law applies to Client’s use of the Services to process Personal Data.
7.6. The Privacy Policy outlines specific provisions required under the California Consumer Privacy Act (CCPA) or the General Data Protection Regulation (GDPR) when such privacy laws apply to Client’s Personal Data.
8. LIMITATION OF LIABILITY.
8.1 DISCLAIMERS. SNÖBALL SHALL HAVE NO LIABILITY FOR ANY FAILURE TO SATISFY ITS REPRESENTATIONS, WARRANTIES OR OBLIGATIONS HEREUNDER IF SUCH FAILURE IS ATTRIBUTABLE, IN WHOLE OR IN PART, TO: (i) CLIENT’S FAILURE TO USE ANY BUG FIXES, CORRECTIONS, PATCHES, UPDATES, UPGRADES OR NEW OR CORRECTED VERSIONS OF THE SERVICES OR DOCUMENTATION MADE AVAILABLE BY SNÖBALL, (ii) CLIENT’S USE OF THE SERVICES FOR ANY PURPOSE OTHER THAN THAT AUTHORIZED IN THESE TERMS OF CONDITIONS, (iii) CLIENT’S USE OF THE SERVICES IN COMBINATION WITH OTHER SOFTWARE, DATA OR PRODUCTS THAT ARE DEFECTIVE, INCOMPATIBLE WITH, OR NOT AUTHORIZED IN WRITING BY SNÖBALL FOR USE WITH THE SERVICES, (iv) CLIENT’S MISUSE OF THE SERVICES, (v) ANY MALFUNCTION OF CLIENT’S OWN SOFTWARE, HARDWARE, COMPUTER, COMPUTER-RELATED EQUIPMENT OR NETWORK CONNECTION, OR (vi) A FORCE MAJEURE EVENT.
8.2. NO INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SNÖBALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS AND THE DOCUMENTATION, INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA, AND PROFITS, PROPERTY DAMAGE OR OTHER INTANGIBLE OR ECONOMIC LOSS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF SNÖBALL FOR ANY DAMAGED CAUSED BY SNÖBALL’S FRAUD OR FRAUDULENT MISREPRESENTATION OR GROSS NEGLIGENCE.
8.3. CAP ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SNÖBALL’S LIABILITY TO CLIENT FOR ANY CAUSE WHATSOEVER IN CONNECTION WITH THESE TERMS AND CONDITIONS, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY CLIENT TO SNÖBALL FOR THE SERVICES IN THE TWELVE (12) MONTHS PERIOD PRECEDING THIS APPLICABLE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.
8.4. EXCLUSION OF DAMAGES. CERTAIN STATES, PROVINCES, COUNTRIES OR OTHER GOVERNMENTAL JURISDICTION DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CLIENT, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO CLIENT, AND CLIENT MIGHT HAVE ADDITIONAL RIGHTS.
8.5. BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SNÖBALL AND CLIENT.
9. INDEMNIFICATION.
Both Parties agree that they shall defend, indemnify, save and hold the other party harmless from any and all Damages against the other party, its agents, its clients, servants, officers and employees, that may arise or result from any services provided or performed or agreed to be performed or any product sold by its agents, employees or assigns. Both Parties agree to defend, protect, indemnify and hold harmless the other against Damages arising out of any of the following:
9.1. Any injury to person or property caused by any products sold or otherwise distributed in connection with the Services;
9.2. Any material supplied by the other party, infringing or allegedly infringing on the proprietary rights of a third party; and
9.3. Copyright infringement.
10. WARRANTIES.
10.1. Performance Warranty. Snöball warrants that the Services will be provided in a manner consistent with generally accepted industry standards.
10.2. Disclaimer of Warranties. EXCEPT AS SET FORTH IN SECTION 10.1 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CLIENT AGREES AND UNDERSTANDS THAT CLIENT’S USE OF THE SERVICES IS AT CLIENT’S SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SNÖBALL EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM THE USE OF THE SERVICES. SNÖBALL MAKES NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (i) THE SERVICES WILL MEET CLIENT’S REQUIREMENTS; (ii) CLIENT USES OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT CLIENT’S OWN RISK, AND CLIENT SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY, INCLUDING, BUT NOT LIMITED TO, CLIENT’S COMPUTER SYSTEM AND ANY DEVICE CLIENT USES TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. SNÖBALL MAKES NO WARRANTY, REPRESENTATION, OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SNÖBALL OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
11. CONFIDENTIALITY
The Parties acknowledge that in the course of performing their responsibilities under these Terms and Conditions, they each may be exposed to or acquire Confidential Information of the other party. Each party agrees to hold such Confidential Information in strict confidence and not to disclose such Confidential Information to third parties, or to use such information for any purpose other than internal business purposes or for the purpose of performing such party’s obligations under these Terms and Conditions, without the express written permission of the other party; provided, however, that such nondisclosure obligation shall not apply to information that: (a) at the time of its disclosure is, or thereafter becomes, part of the public domain through a source other than the receiving party; (b) was known to the receiving party at the time of its disclosure; (c) is independently developed by the receiving party; (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party; or (e) is required to be disclosed pursuant to a court order or government authority, whereupon the receiving party shall provide notice to the other party to these Terms and Conditions prior to such disclosure. The Parties shall use reasonable efforts to advise each other immediately in the event that either party learns or has reason to believe that a violation of this Section 11 has occurred or is likely to occur and will reasonably cooperate with the other party in seeking injunctive relief.
12. TERM AND TERMINATION.
12.1. Term. These Terms and Conditions commence on the date indicated in the Order Form and remain in full force and effect until the completion of the Services, unless terminated earlier in accordance with these Terms and Conditions.
12.2. Termination for Cause. In the event either party believes that the other has breached these Terms and Conditions, the non-breaching party shall provide written notice of such breach and provide the breaching party ninety (90) days within which to cure the noticed breach. If the breaching party does not cure the alleged breach within ninety (90) days, the non-breaching party may terminate these Terms and Conditions immediately thereafter.
12.3. No Termination Without Cause. If a minimum term is stated in the Order Form, Client may not terminate these Terms and Conditions unilaterally. Client expressly and irrevocably waives its rights to unilaterally terminate these Terms and Conditions under Article 2125 of the Civil Code of Quebec. Client may terminate this Agreement for convenience. As compensation, all fees and taxes shall become due in full.
12.4. Automatic Termination. These Terms and Conditions and any right granted to Client hereunder shall automatically terminate and all rights shall return to Snöball (a) upon the completion of the Services, (b) if Client has a trustee, receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner, makes an assignment for the benefit of its creditors, or (c) if Client files a petition of bankruptcy or if Client initiates any legal actions against Snöball.
12.5. No Subsequent Use. If Client’s ability to access the Services is suspended or discontinued by Snöball, then Client agrees that Client will not attempt to access the Services through use of a different Account or otherwise. In the event that Client violates the immediately preceding sentence, Snöball reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to Client.
13. General Provisions.
13.1. Entire Agreement. These Terms and Conditions, together with any webpages, documents or policies incorporated into these Terms and Conditions by reference, including as applicable, the GDPR Addendum and the Privacy Policy, constitute the entire agreement and understanding between Client and Snöball relating to the matters contemplated by these Terms and Conditions and supersede any and all prior or contemporaneous written and oral agreements, negotiations, representations, commitments, writings, communications and other understandings (if any) relating to the subject matter of the terms.
13.2. Binding Effect. These Terms and Conditions shall be binding upon the Parties, their legal representatives, successors, and assigns.
13.3. Assignment. These Terms and Conditions, and Client’s rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Client without Snöball’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Snöball may assign these Terms and Conditions, and its rights and obligations hereunder, in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to the Services, without Client’s prior written consent. If Snöball exercises this right, Snöball may direct Client to make all future payments to another entity at their business address.
13.4. Language. Client agrees that all communications and notices made or given pursuant to these Terms and Conditions, the Privacy Policy, and as applicable, the GDPR Addendum must be in the English language. If Snöball provides a translation of the English language version of these Terms and Conditions, the English language version of these Terms and Conditions will prevail if there is any conflict. Vous acceptez que toutes les communications ou notifications effectuées ou envoyées en vertu de ces conditions d’utilisation, de la politique de vie privée et, le cas échéant, l’addenda GDPR soient faites en langue anglaise. Si Snöball fournit une traduction de la version anglaise des présentes conditions d’utilisation, la version anglaise des présentes conditions d’utilisation prévaudra en cas de conflit.
13.5. Notice. Client may give notice to Snöball under these Terms and Conditions by email to sina@snoball.events. Snöball may give notice to Client by email to the address set out in the Order Form.
13.6. Independent Contractors. The Parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party. These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Client and Snöball.
13.7. Force Majeure. Except as otherwise provided in these Terms and Conditions, Snöball and Client mutually shall be excluded from failure or delay in performance, and shall not be considered in breach of these Terms and Conditions, or be liable for any loss or damage suffered by the other including, without limitation, any damages for lost profits due to any failure or delay in performance caused by any act of God, fire, flood, war, embargo, governmental action, striker or other labor difficulties or any other cause of like or different kind beyond their reasonable control (“Force Majeure Event”).
13.8. Governing Law. THESE TERMS AND CONDITIONS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE PROVINCE OF QUEBEC AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS OR THE CONFLICT OF LAW PROVISIONS OF ANY OTHER JURISDICTION.
13.9. Waiver. Client hereby waives trial by jury in any action in proceeding pertaining to these Terms and Conditions.
13.10. Severability. Should any provision of these Terms and Conditions be held to be void, invalid or inoperative, the remaining provisions of these Terms and Conditions shall not be affected and shall continue in effect as though such other provisions were deleted.
13.11. Headings. Paragraph headings are for convenience only.