Terms of Service

This document sets out the terms and conditions relating to the provision of various services provided by Snapt, in including customer support and professional services. If you need more information, please contact: legal@snapt.net.

Application

These Terms of Service ("Terms") govern the relationship between Snapt, Inc and/or Snapt Systems (RF) (Pty) Ltd (collectively, “Snapt”) and any person ("Customer") that has an active contract or subscription for customer support services ("Support Services") for any Snapt product, application, platform or technology ("Product") and/or a professional services package from Snapt (“Professional Services”). These Terms of Service comprise the Support Services Agreement (Section A below) and the Professional Services Agreement (Section B below).

SECTION A: SUPPORT SERVICES AGREEMENT

1. Support Services Description

  1.  Unless otherwise agreed in writing, Snapt offers the following Support Services as standard in relation to its Products:
    1. installation, configuration and usage instructions
    2. instructions for installing updates and patches
    3. remote diagnosis of issues (if onsite, extra costs may apply)
    4. bug and enhancement reporting
    5. assistance for emergencies (where both primary and redundant services are unavailable), reduced operations (where either Snapt’s primary or redundant service is unavailable) and inconvenience (where both Snapt’s primary and redundant service are available) arising from defects in the Product.
  2. Support Services will be delivered and prioritized in accordance with the Support Hours, Prioritization and Service Response Timetables as agreed in the specific Support packages or SLAs concluded with the Customer.
  3. The above Support Services are provided via:
    1. the Snapt support portal / ticketing system (available at support.snapt.net)
    2. email through our monitored email account located at support@snapt.net
    3. remote assistance via screen and/or desktop sharing during calls or demonstrations scheduled via the Snapt support portal and/or as agreed by Snapt’s support team
    4. standby assistance as scheduled and agreed to via the Snapt support system.
  4. The following services are not included as part of our standard Support Services packages:
    1. custom reporting
    2. custom scripting
    3. modifications to any Products
    4. comprehensive product training
    5. integration of our Products with third-party products
    6. system or network design
    7. hardware or environment support
    8. On-site assistance (unless otherwise agreed)
  5. During the term of Support Services, the Customer is entitled, at no additional charge, to updated versions of covered software such as bug fixes, and incremental enhancements as designated by minor software update increases. The Customer may receive special pricing on upgraded versions of covered Products such as major feature enhancements.

2. Support Exclusions and Restrictions

  1. Support Services will be provided in English only
  2. Support Services are limited to the Products and are contingent upon the Customer's proper use of the Products in the application for which they are designed. Product specifications found on the Snapt website (www.snapt.net). Snapt will not be obligated to provide any service or to correct any malfunction, damage or any other problem if the Product:
    1.  has been altered by a person other than Snapt
    2. has not been installed, operated, repaired, or maintained in accordance with Snapt instructions
    3. has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident
    4. has been operated outside of the environmental specifications for the Products
    5. is deployed in a Customer network configuration outside the technical scope and intended use of the Products
  3. In some cases, Snapt technicians may not be able to diagnose or resolve a problem because of complications relating to the Customer's network infrastructure or its configuration. In this situation, Snapt will provide the Customer with detailed information as to why it is not possible for Snapt to resolve the issue.
  4. All Support Services are offered as "best efforts" services and without warranty except as specifically set forth in this Professional Services Agreement.
  5. IN NO EVENT WILL SNAPT BE LIABLE FOR ANY DAMAGE RESULTING FROM LOSS OF USE, DATA, PROFIT, OR BUSINESS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING FROM AN ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY.
  6. Any liability for damages, losses or expenses attributable to Snapt which arises directly or indirectly from any Support Services is limited to the monetary amounts received by Snapt in the 6 months immediately preceding the date on which the claim arose.
  7. Snapt will have no obligation to provide Support Services if customer is not in compliance with the terms of any agreement between customer and Snapt under which customer has the right to use the Products (the “EULA”). Without limiting the generality of the foregoing, in order to be eligible to receive Support Services, Customer must be up-to-date with regard to all amounts due to Snapt, and the operating environment in which the Products are installed and operated must comply with Snapt’ documentation for the relevant release of the Products.
  8. Without limiting the aforegoing, in addition to conditions under which performance is excused under the EULA, the Customer shall notify Snapt as soon as it becomes aware that any Product defect (where the Product does not conform materially to the published specifications at the time of delivery and which prevents normal operational use in a material respect) (“Defect”) may be due to one of the following exclusions (“excluded factor”):
    1. altered, damaged, or modified Products (save for those alterations or modifications made directly by Snapt).
    2. Products that are not at a supported release level or for which the Customer does not have a current support and maintenance contract or SLA
    3. Defects caused by the failure to use the Products in accordance with any Snapt documentation, including by reason of accident, neglect, misuse, or improper configuration or installation by customer personnel
    4. Defects or errors caused by incorrect use of the Products or operator error.
    5. Defects caused by failure to implement reasonable recommendations in respect of or solutions to Defects provided by Snapt
    6. Defects caused by failure of or fluctuations in electrical power, hardware, cooling or other elements of the operating environment in which the Products are installed and operated,
    7. Products installed in a hardware or operating environment not supported by Snapt.
    8. Third party software not licensed through or supported by Snapt.
    9. Defects or errors caused by any fault or error in the equipment, programs, applications or products used in conjunction with the Products, or otherwise resulting from causes beyond the reasonable control of Snapt.
  9. If a problem is found to be caused by any excluded factor, then Snapt shall provide support at its sole discretion, and its liability in relation to any excluded factor is wholly excluded under this SLA.
  10. Snapt will have no obligation to provide Support in the case of the Customer’s failure to fulfill their obligations under the EULA or any other Snapt policies (such as the Snapt Acceptable Use Policy).

3. Customer Obligations: Support

  1. In order to receive Support Services, the Custoner agrees to:
    1. ensure there is an active subscription agreement or package which includes Support with Snapt prior to requesting any type of service or support. Expired support will be referred to Snapt Sales.
    2. co-operate with and follow instructions provided by Snapt Support.
    3. provide accurate and detailed information regarding the incident being reported, with a clear definition of the symptoms.
    4. respond in a timely manner to requests for information regarding the incident
    5. backup all existing data and removal of confidential or proprietary data.
  2. Specifically, the Customer shall provide cooperation and assistance to Snapt in Snapt’s efforts to provide support. Customer will designate appropriately skilled support personnel (who are trained in the use of and are knowledgeable about the Products and the Customer environment in which the Products operate) to be responsible for reporting errors and receiving and implementing corrective actions.
  3. Such cooperation and assistance from the Customer shall include but not be limited to:
    1. the timely transmittal and release to Snapt of appropriate and accurate documentation and information;
    2. reproducing the error, demonstrating to Snapt how to reproduce the error or providing log files, diagnostic tests or other investigative support.
    3. remote access to Customer’s environment where the defect can be reproduced and traced. Snapt may request, and customer will not unreasonably deny access to the computing environment to investigate and attempt duplicating the error;
    4. if the fault cannot be replicated via the remote access, the Customer may require Snapt’s staff to attend site and shall pay for the time and expense charges involved in attending this site or other locations.
    5. Customer shall provide Snapt with access to Customer's personnel and its equipment to work on any Support Request as needed.
    6. Customer shall provide supervision, control and management of the Use of the Products. In addition, Customer shall implement procedures for the protection of information and the implementation of backup facilities in the event of Errors in the Products or equipment.
    7. Customer shall provide Snapt with all information requested in relation to the Support Request.
    8. Customer shall maintain a current backup of all configurations.
    9. Customer shall properly train its personnel in the use and application of the Products.
    10. Customer shall keep the Supported Environment up to date.
    11. Customer shall remain current on annual renewals and payment for use of Products
    12. Customer Support Contact shall be present (physically or remote) for all Support Requests at any time.

4. Support: General Provisions

  1. Non-Assignment: No assignment by the Customer of this Support Services Agreement will be binding on Snapt without Snapt's prior written consent.
  2. Severability: If any provision of this Support Services Agreement is found to be unenforceable, the remainder of the Agreement will be fully enforced, and the unenforceable provisions will be deemed modified to the limited extent required to permit its enforcement in the manner most closely representing the intention of the parties as expressed herein.
  3. Force Majeure: Snapt will exercise every reasonable effort to meet its obligations hereunder, but will not be liable or in default under these Terms due to the delays in delivering materials or furnishing services resulting that could not be foreseen or circumvented that may include, but not be limited to, acts of God, civil riots, terrorism, etc. Snapt will make best efforts to ensure the obligations are met as soon as is reasonable after the event has cleared.

SECTION B: PROFESSIONAL SERVICES AGREEMENT

1. Professional Services; SOWs

Snapt is engaged to provide Professional Services as set forth on Statements of Work executed by both parties or orders for standard packaged offerings (“SOWs”), each of which shall contain, at a minimum, a reasonably detailed description of the Professional Services to be performed and the fees therefor. In the event the individual is entering into this Professional Services Agreement on behalf of a corporate or other public or private entity, such individual certifies that he/she is an authorized representative of the Customer. Each SOW shall be subject to this Professional Services Agreement. In the event of a conflict between the provisions of this Professional Services Agreement and an SOW, the relevant provisions of the SOW shall prevail.

2. No Hardware or Licenses to Software

This Professional Services Agreement governs only the provision of Professional Services. Any hardware, software, and/or hosted subscription services to be provided by Snapt to Customer shall be governed by a separate agreement.

3. Utilization of Professional Services

Unless otherwise agreed, Professional Services must be utilized within twelve (12) months from the purchase date and, if not so utilized, Snapt will have no obligation to provide such Professional Services and Customer will not be entitled to a refund of any amounts relating thereto.

4. Fees, Payment Terms, Taxes and Expenses.

  1. In consideration of the Professional Services, Customer will pay Snapt (or Snapt’s authorized reseller) the fees set forth in each SOW. Snapt's fees do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). Customer is responsible for paying all Taxes, excluding only taxes based on Snapt’s income. If Snapt has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Snapt with a valid tax exemption certificate authorized by the appropriate taxing authority.
  2. Customer agrees to reimburse Snapt for its reasonable out-of-pocket expenses and costs including travel and lodging incurred in connection with providing the Professional Services under any SOW (“Expenses”).
  3. Where Customer issues a purchase order directly to Snapt, Snapt will invoice Customer for (i) Professional Services in arrears on a monthly basis, unless stated otherwise in the applicable SOW, and (ii) all Expenses at actual cost. Customer shall pay invoices within thirty (30) days of the date of invoice. Amounts that remain unpaid as of the applicable due date shall accrue interest at the lesser of one percent (1.0%) per month or the maximum rate allowed under applicable law. In addition to any other rights and remedies that Snapt may have, in the event that Customer’s payments are more than thirty (30) days past due, Snapt may cease providing the applicable Professional Services until such time as Customer's account is paid in full.

5. Confidentiality

  1. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving 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. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
  2. The Receiving Party agrees that it will (i) use Confidential Information for the sole purpose of exercising its rights and performing its obligations under this Professional Services Agreement, (ii) divulge Confidential Information only to those of its employees, directors, independent consultants or agents who have a need to know such Confidential Information and who are bound by professional duty or in writing (in advance) to confidentiality and non-use obligations at least as protective of such information as this Professional Services Agreement, and (iii) not disclose any Confidential Information to any third party. The Receiving Party shall notify and cooperate with the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information of the Disclosing Party. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Notwithstanding the foregoing, Customer acknowledges and agrees that Snapt will, as part of its provision of the Professional Services to Customer, collect, store and use information obtained from Customer, including, but not limited to, information about Customer’s users and customers (“Information”) for the purposes of (i) providing the Professional Services to Customer and (ii) analyzing and improving Snapt’s Professional Services. Customer represents and warrants that Customer has all rights and permissions necessary to grant Snapt access to such Information.
  3. Upon termination of this Professional Services Agreement for any or no reason, the Receiving Party shall (i) immediately cease all use of the Disclosing Party's Confidential Information and (ii) upon request from the Disclosing Party, either return or destroy all Confidential Information of the Disclosing Party.
  4. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

6. Proprietary Rights

  1. Customer shall solely own all right, title and interest in and to its Confidential Information. Snapt shall solely own all worldwide right, title and interest in and to its Confidential Information and the Deliverables.
  2. Customer will, subject to the terms of this Professional Services Agreement, have a perpetual, worldwide, non-transferable, non-sublicensable, non- exclusive license to use any Deliverables delivered as part of the Professional Services.
  3. Notwithstanding any other provision of this Professional Services Agreement: (i) nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Tools”) used by Snapt to develop the Deliverables, and (ii) the term “Deliverables” shall not include the Tools. To the extent necessary to use the Deliverables, Tools that are delivered with or as part of the Deliverables, are licensed, not assigned, to Customer, on the same terms as the Deliverables. As used herein, “Deliverables” shall mean any configurations, reports, and/or written documentation generated for Customer in connection with the performance of the Professional Services.

7. Warranty and Disclaimer

  1. Snapt warrants that the Professional Services shall be performed in a professional and workmanlike manner. In the event of a breach of the foregoing warranty, Snapt shall at its sole option and expense, either: (i) re-perform the applicable Professional Services in a manner that is compliant with such warranty, or (ii) in the event Snapt is unable to do so after using commercially reasonable efforts, terminate all or part of the applicable SOWs and upon such termination, Snapt shall promptly refund Customer all fees paid for the non-compliant Professional Services. The rights and remedies granted Customer under this Section 7(a) state Snapt’s entire liability, and Customer's exclusive remedy, with respect to any breach of the warranty set forth in this Section 7(a).
  2. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7(a), SNAPT MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SNAPT HEREBY SPECIFICALLY DISCLAIMS, ON BEHALF OF ITSELF AND ITS SUPPLIERS, ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Limitations of Liability

  1. IN NO EVENT WILL EITHER PARTY’S (AND ITS SUPPLIERS’) LIABILITY FOR DAMAGES OR LOSSES OF ANY KIND HEREUNDER EXCEED THE TOTAL VALUE OF AMOUNTS TO BE PAID UNDER THE SPECIFIC SOW OR SOWS AT ISSUE.
  2. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  3. The limitations and exclusions on liability set forth in Sections 8(a) and 8(b) above shall not apply to damages arising from a breach of a party’s obligations of confidentiality under Section 5.

9. Term and Termination

  1. This Professional Services Agreement shall commence on the date agreed between the Parties and shall remain in effect until the later of (i) ten (10) days following written notice by a party that it wishes to terminate this Professional Services Agreement and (ii) the date on which all SOWs issued hereunder are completed or terminated in accordance with the terms of such SOW or this Professional Services Agreement.
  2. Either party may terminate this Professional Services Agreement or any SOW hereunder immediately upon written notice (i) if the other party fails to perform its material obligations under this Professional Services Agreement or any SOW and such failure is not corrected within thirty (30) days of written notice of the breach from the non-breaching party; or (ii) in the event the other party breaches any of its obligations of confidentiality. In addition, Snapt may terminate this Professional Services Agreement or any SOW hereunder in the event Customer is more than thirty (30) days past due in its payments to Snapt.

10. Miscellaneous Provisions

  1. The parties are independent contractors under this Professional Services Agreement and nothing in this Professional Services Agreement authorizes a party to act as an agent of the other or bind the other to any transaction or agreement.
  2. This Professional Services Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or transfer this Professional Services Agreement in whole or in part by operation of law or otherwise, without the other party’s prior written consent. Any attempt to transfer or assign this Professional Services Agreement without such written consent will be null and void. Notwithstanding the foregoing, however, either party may assign this Professional Services Agreement without consent to the acquiring or surviving entity in a merger or acquisition in which such party is the acquired entity (whether by merger, reorganization, acquisition or sale of stock) or to the purchaser of all or substantially all of such party’s assets. certified or registered mail (return receipt requested).
  3. Neither party will be liable to the other for any delay or failure to perform any obligation under this Professional Services Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Professional Services Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
  4. In the event any provision of this Professional Services Agreement shall be determined to be invalid or unenforceable under law, all other provisions of this Professional Services Agreement shall continue in full force and effect. This Professional Services Agreement, together with any SOW executed hereunder, contains the entire agreement of the parties with respect to the subject matter of this Professional Services Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written between the parties with respect to said subject matter. Any additional or inconsistent terms on any purchase order shall be null and void. This Professional Services Agreement and any SOW may be modified or waived only in a written instrument signed by both parties. A waiver of any breach under this Professional Services Agreement shall not constitute a waiver of any other breach or future breaches.