1. Your Acceptance

Welcome to Snipperwall (http://www.snipperwall.com). By using the http://www.snipperwall.com (the “Website”) and Snipperwall services collectively, you signify that you have read, understand and agree to be bound by these Terms of Service (“the TOS”). We reserve the right, at our own discretion, to change, modify, add, or delete portions of these Terms of Service at any time without further notice. Any updates, new services or any modifications of an existing service will be governed by the TOS, which may be modified or updated from time to time in our sole discretion. If we do this, we will post changes to these Terms of Service on this page and indicate at the bottom of this page the Terms of Service’s effective date. We strongly encourage you to regularly review those TOS. Your continued use of the Website and/or Service after any such changes constitutes your acceptance of the new Terms of Service. If you do not agree to abide by these or any future Terms of Service, please do not use the web application or access the Website or the Service. It is your own responsibility to regularly review these Terms of Service. Please note that you are not allowed to use the Service in territories where offering or using such services is forbidden by law. By agreeing to these Terms of Service, you have explicitly agreed that you have verified in your own territory if the offering and use of such services is allowed. In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at (www.snipperwall.com/privacy). All such terms are hereby incorporated by reference into this TOS.

2. Description of service

The “Snipperwall Platform” allows Users to gather text, photos, video and other social content (“Social Media Content”) from social media networks. Business Users create their own Social Media Feeds and moderate, select, present, manage and display that Social Media Content, along with their own content (“User Content”), in visualizations across web and narrowcasting screen displays (the “Service”). The “Snipperwall Services” include all components and features of the Snipperwall Platform provided pursuant to an Agreement, including all user manuals and other related documentation we provide you (“Documentation”).

The Snipperwall Platform and the http://www.snipperwall.com website and related services (including, without limitation the Snipperwall Partner Portal and other features, content or applications) (collectively, the “Service”) are operated by Serramedia BV, a Dutch, corporation trading under the name Snipper, and its corporate partners (collectively, “Snipper” “us,” “we,” or the “Company”).

Snipperwall reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Snipperwall will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

3. License

Your access to the Service is licensed and not sold. Subject to the terms of this Agreement and upon your registration for a Snipperwall Business Account, Snipperwall hereby grants you a revocable, non-exclusive, non-transferable account enabling you to access and use the Service and the Site. All Snipperwall content that is made available to view and/or download in connection with the Service is owned by and is the copyrighted work of Snipperwall and/or its suppliers and is licensed, not sold.

4. Packages

Snipperwall Services may be used by no more than the total number of users listed in the Agreement and can include no more than the total number of Social Media Feeds (“Feeds”), Screens (“Screens”), Advertisement (“Ads”), and Online Views (“Views”) identified in the Agreement. You can at any time ask us to modify the number of Users, Feeds, Screens, Ads or Online Views. Each of your users must have a unique username and password (“User Account”). User Accounts cannot be shared with or used by more than one user, but you may replace one designated user with another designated user. You are solely responsible for maintaining all User Accounts and for all activities on the Snipperwall Platform that occur through use of your User Accounts.

5. Selection of Feeds and Social Media Content

Users are solely responsible for the creation of all Social Media Feeds, and for all Social Media Content and their Own Content (together, “Content”), collected, accessed, published and used by you using the Snipperwall Services. Access to and use of Social Media Feeds and Content are subject to the terms and conditions of the companies that operate the Social Media Feeds and provide Content (each individually a “Social Media Provider” and collectively, “Social Media Providers”), You are solely responsible for reviewing and complying with all applicable Social Media Terms prior to selecting the Social Media Feeds and Content for use in connection with the Snipperwall Services. By viewing, accessing or using the Snipperwall Services, you represent and warrant that you have read and agree to comply with and to be bound by the Social Media Terms. You may change your selection of Social Media Feeds and Content at any time, but in the event of any dispute concerning your selections your last selections recorded by the Snipperwall Services will be conclusive.

6. Property Rights

Except for the limited licenses expressly granted herein, Snipperwall expressly reserves all right, title and interest in and to the Platform, the Service, the content of the Site, and all processing, analytics, and other software and technology used by Snipperwall in the provision of the Service (collectively, the “Snipperwall Technology”), including, without limitation, any derivatives, improvements, enhancements or extensions of the Snipperwall Technology conceived, reduced to practice or otherwise developed on or on behalf of Snipperwall, all of which are valuable assets of Snipperwall, and any copyright, patent or trademark or other intellectual property right. All content on the Site, including text, graphics, logos, icons, images, and video clips, is the exclusive property of Snipperwall or its content suppliers are owned by or licensed to Snipperwall subject to copyright and other intellectual property rights under international laws and conventions. Such Content is provided to you AS IS for your information and personal, non-commercial use only and you shall not use, copy, distribute, prepare derivative works of, display, perform, transmit, sell, license, or otherwise exploit the same for any other purposes whatsoever without the prior written consent of the respective owners or except as otherwise permitted herein.

7. Restrictions

You agree not to (a) permit any unauthorized person to access or use the Snipperwall Services and Platform, (b) use the Snipperwall services in any illegal or unlawful manner or for any illegal or unlawful purpose, (c) use the Snipperwall Services in any way that violates the Social Media Terms, copy, modify, or create derivative works or improvements of the Snipperwall Services or Documentation, (g) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Snipperwall Services, in whole or in part, (h) use or launch any automated system, including “robots,” “spiders,” or “offline readers,” to access the Snipperwall Services, (i) rent, lease, lend, trade, sell or otherwise make available any part of the Snipperwall Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service, or (j) access or use the Snipperwall Services, Content or Documentation in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party. You further agree to comply with all applicable international, federal, state and local laws, rules, regulations, directives and governmental requirements (“Laws”) relating to your use of the Snipperwall Services and all Content.

8. Payment

You agree to pay us the fees and expenses described in each Agreement in accordance with the payment terms described in the Agreement. If you fail to pay any Fees when due, we may suspend delivery of all or a portion of your rights to use the Snipperwall Services.

9. Indemnity

You agree to defend, indemnify and hold harmless Snipperwall, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Platform, the Website and the Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any of your User Submissions caused damage to any third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Platform, the Website and the Service.

10. Representations and Warranties

We represent and warrant that we own or control the Snipperwall Services. You represent and warrant that (a) you own all Customer Content or have obtained all rights, approvals, licenses, consents and permissions as are necessary to grant the licenses to the Customer Content granted by you to us and (b) the Customer Content does not, and will not, infringe, violate or misappropriate any third party’s rights, including any intellectual property rights. You acknowledge and agree that we do not control, and therefore we do not make any promise, warranty or other assurance with respect to, any Social Media Feeds or Content.

11. Confidentiality

Neither party will disclose the other party’s Confidential Information to any other person other than to the recipient’s employees ansubcontractors who have a need to know that information, are informed of these confidentiality obligations and are bound by duties of confidentiality that are as protective of that information as those in this Section. Neither party will use the other party’s Confidential Information except as necessary to exercise the recipient’s rights, or to perform its obligations, under these Terms and applicable Agreements. Our Confidential Information specifically includes the pricing and other provisions of Agreements. The term “Confidential Information” means all information other than information that the recipient can prove was generally available to the public without the recipient’s fault, was received by the recipient from another person without breach of a duty of confidentiality to the disclosing party, or was independently developed by the recipient without access to or use of the disclosing party’s proprietary information.

12. Marketing

You agree to let us identify you as a customer and to use your logo in our general marketing materials and websites. We will use commercially reasonable efforts to comply with any related written trademark guidelines you may provide us.

13. Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Snipperwall without restriction.

14. General

These Terms of Service shall be governed by Dutch law, without respect to its conflict of laws principles. Any claim or dispute between you and Snipperwall that arises in whole or in part from the Platform, the Website or the Service shall be decided exclusively by a court of competent jurisdiction located in the Netherlands. These Terms of Service, together with the Privacy Notice (http://www.snipperwall.com/privacy) and any other legal notices published by Snipperwall on the Website, shall constitute the entire agreement between you and Snipperwall concerning the Platform, the Website and the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Snipperwall’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. You and Snipperwall agree that any cause of arising out of or related to the website or the service must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

These Terms of Use have been published on March 24nd 2015.