Last update: February 5, 2025

SNAPPOINTS TERMS AND CONDITIONS OF USE FOR MERCHANTS
(“TERMS AND CONDITIONS OF USE”)

 

1.              GENERAL

These Terms and Conditions of Use are by and between SnapPoints Inc. (“SnapPoints”, “we”, “us” and “our”) and merchants having a membership to our Services (“Merchant”), provided in the form of an integrated solution offered on our platform (the “Platform”), our website (the “Website”), APIs used in association with the Platform (“APIs”) and by interacting with our widgets available on Merchant’s website (the “Widgets”) that tracks and allows consumers to earn, view, manage and redeem points (“Reward Points”) from certain connected loyalty programs (the “Loyalty Programs”) when completing transactions on Merchant’s websites (collectively, the “Services”).

“You” and “your” refers to you as an individual entering into these Terms and Conditions of Use on behalf of a Merchant that is a sole proprietor or a corporation. You represent that you have the power to bind that legal person.

Merchant agrees to ensure compliance with these Terms and Conditions of Use by each employee, representative, consultant, contractor or agent who uses the Services on its behalf or any individual who creates an account associated with such Merchant.

The Services are controlled, operated and administered by SnapPoints (or its licensees) from its offices in Barbados and are not intended to subject SnapPoints to the laws or jurisdiction of any state, country or territory other than those of Barbados. All persons who choose to access the Services do so on their own initiative and at their own risk and are responsible for complying with all local laws and regulations. Merchants may be subject to export controls and are responsible for any violations, including, without limitation, any embargoes or other regulations restricting exports. We may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

2.              UPDATES AND MODIFICATIONS

We reserve the right, in our sole discretion, to revise and update these Terms and Conditions of Use from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform, Website, APIs and Widgets. Merchant agrees to periodically review the Terms and Conditions of Use in order to be aware of any such modifications and its personnel’s continued use shall be evidence of its acceptance of any such modifications.

The information and material on this Website, Platform or Widgets may be changed, withdrawn or terminated at any time, in our sole discretion, without notice. We will not be liable if, for any reason, all or any part of the Platform, Widgets, APIs or Website is restricted to users or unavailable at any time or for any period.

3.              MEMBERSHIP AND FEES

Subject to Merchant’s compliance with these Terms and Conditions of Use and payment of all applicable fees, SnapPoints hereby grants the Merchant access to and use of the Platform, Website, APIs and Widgets to make the Services available on or in connection with their website during the membership term (“Membership Term”).

In the event that Merchant has not purchased points from SnapPoints to be used on or in association with the Platform for a period of twenty-four (24) consecutive months, the Membership Term will be deemed terminated.

Merchant agrees to pay all fees associated with the Services, as follows:

1.     For EARN transactions:

a.      SnapPoints and Merchant will establish an initial amount of money (the “Prepaid Balance”) and an automatic recharge threshold (the “Threshold”). The Prepaid Balance will be remitted by Merchant to SnapPoints and must be replenished when the Threshold is reached.

b.     Merchant will establish a suitable percentage of each dollar spent by users on eligible products or services to be returned to them as Reward Points (the “Give Back Ratio”).

c.      The cost to Merchant (the “Merchant Cost”) is calculated by multiplying the cost of each eligible product or service by the Give Back Ratio, then rounding the result to the nearest cent using standard rounding rules.

d.     Each Reward Point is attributed a specific value (the “Reward Cost”), which depends on the Loyalty Program and can fluctuate depending on factors such as the exchange rates of the base currency of each Loyalty Program and other applicable deductible fees.

e.      The number of Reward Points attributed to a user is calculated by dividing the Merchant Cost of each eligible product or service by the Reward Cost, then rounding the result to the nearest whole number using standard rounding rules.

f.      When Reward Points are attributed pursuant to a transaction, the corresponding Merchant Cost is deducted from the Prepaid Balance.

g.     In the event that Reward Points are not deposited by a user within the time frame specified by each Loyalty Program, Merchant may be credited for some or all of the value of such undeposited Reward Points.

h.     If a user deposits Reward Points subsequent to their transaction within the permissible delay indicated to them by email, Merchant may only be charged the previously agreed dollar amount upon such later deposit date.

i.      In the event of any change relating to a transaction that has resulted in an accrual of Reward Points, any Reward Points earned on that transaction will be automatically adjusted. Merchant has the right to make any adjustments and correct any errors, for any reason, with or without notice, including if Reward Points have been erroneously earned or earned at an incorrect, higher earn rate, at any time before the Reward Points are deposited into a user’s Loyalty Program account.

j.      Once the Reward Points are deposited by a user, Merchant cannot modify the number of Reward Points awarded. However, Merchant has the right to make any adjustments and correct any errors, for any reason, with or without notice at any time prior to the deposit of the Reward Points in a user’s account.

2.     For BURN/REDEEM transactions:

a.      When a user makes a purchase on Merchant’s website, they may elect to redeem Reward Points to partially pay for their purchase.

b.     SnapPoints attributes a dollar value to the Reward Points redeemed by the user. SnapPoints’ fees are built into the conversion shown to each user before the REDEEM transaction.

c.      The dollar value attributed to the redeemed Reward Points will be credited to the Merchant Account.

d.     The Merchant Account balance may be used to replenish the Prepaid Balance or may be remitted to the Merchant on a monthly basis by wire transfer or PayPal. Such replenishment or remittance shall occur once the Merchant Account balance has reached a minimum of US$1,000.

4.              REQUIREMENTS RE: REWARD POINTS

Loyalty Programs currency may only be used in connection with EARN transactions and, accordingly, Merchant shall not: (i) sell, distribute or otherwise offer Reward Points to any other person or entity, including, without limitation, to employees or consultants as incentives; or (ii) transfer, assign or give Reward Points to any person or entity.

Merchant will be responsible for and pay for any and all Reward Points that are misappropriated, misdirected or credited in error as a result of any fraudulent acts of any of its employees or representatives. Also, Merchant shall be fully responsible for any discrepancy resulting from reporting errors by Merchants.

5.              ACCOUNTS SET UP, INTERFACES, USE OF THE PLATFORM, WEBSITE, APIs AND WIDGETS, SECURITY AND RESTRICTIONS

Upon activation of the Services and set up of a Merchant Account, Merchant will have access to the Platform, Services, Website, APIs and Widgets and will have the right to use SnapPoints’ rights associated with the Platform, Website and Widgets. Subject to SnapPoints’ approval of the Merchant Account’s activation, Merchant will have the right to use all necessary APIs and interoperability and communication functions required to allow consumers to access or use the Services on or connected with the concerned Merchant’s website, via Widget or otherwise. Merchants are responsible for ensuring interoperability of the SnapPoints solutions with Merchants’ websites by following SnapPoints’ implementation guidelines.

Once Merchant has access to the Services, a main Merchant account (the “Merchant Account”) must be created. Merchant shall not be permitted to issue any rewards until the Merchant Account is funded. Following this, Merchant’s personnel shall be permitted to create related Merchant’s personnel accounts (each an “Employee Account”). During such process, personnel may be asked to provide certain information, which may include their name, email address, login username and password. It is a condition of use of the Website and Platform that all the information provided is correct, current and complete. Any username or password associated with the Website or Platform must be treated as confidential and must not be disclosed. Merchant agrees to ensure that each of its employees creating an Employee Account provides correct and complete information, keeps all such information confidential and will inform us of any changes to the provided information of Merchant’s personnel. Merchant is responsible for all activities, charges and liabilities made on or through the Merchant Account or related Employee Accounts, whether or not authorized by Merchant. Merchant agrees to notify us immediately of any unauthorized access to or use of the Merchant Account, of an Employee Account or of any other breach of security.

The safety and security of information also depends on Merchant. Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect information uploaded or used in association with the Platform, APIs, Widgets or Website, we cannot guarantee the security of such information transmitted to our Website, Widgets, APIs or Platform. Any transmission of any such information is at the risk of Merchant. We are not responsible for circumvention of any privacy settings or security measures contained on the Website, Widgets or Platform. Additionally, Merchant is responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, software, equipment and services needed to connect to or access the Services through the Merchant Account or Employee Accounts.

Once Merchants have created their Merchant Account, they can apply to have their Merchant Account linked to a specific Loyalty Program. This process will differ from one Loyalty Program to another; some Loyalty Programs offer Merchant preapproval while others review Merchant’s website prior to approval. Once a Merchant is approved to link a specific Loyalty Program with its Merchant Account, the concerned Loyalty Program may, at any time, upon its sole discretion and without any implication from SnapPoints, terminate the relationship between the Merchant and such Loyalty Program and deactivate the connection between the Merchant Account and the Loyalty Program. SnapPoints is not responsible and disclaims all liability resulting or relating to the relationship between the Merchants and the Loyalty Programs. For any questions related to this, Merchant should contact Loyalty Programs directly.

Merchants shall have the flexibility to attribute Reward Points and relative costs of the items on their website as per their internal policies and directives.

The creation of an account on our Platform or Website and any submissions made thereon through any functionality such as applications, chat functions and email (collectively, “Interactive Functions“) shall be treated in accordance with our Privacy Policy found at www.snappoints.com/privacy.

All users of the Website, Widgets and Platform, including Merchant’s personnel, are prohibited from attempting to circumvent or from violating the security of the Website or Platform, including, without limitation: (a) accessing content and data that is not intended for users; (b) attempting to breach or breaching the security and/or attempting unauthorized authentication measures; (c) restricting, disrupting or disabling services to other users, hosts, servers or networks; (d) disrupting network services and otherwise disrupting our ability to monitor the use of the Website, Widgets or Platform; (f) using any robot, spider or other automatic device, process or means to access the Website, Widgets or Platform for any purpose, including monitoring or copying any of the material on the Website, Widgets or Platform; (g) introducing any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; (h) attacking the Website, Widgets, APIs or Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; and (i) otherwise attempting to interfere with the proper working of the Website, Widgets or Platform. Merchant agrees to ensure that all of its personnel are aware of the foregoing restrictions and agrees to develop or maintain internal guidelines prohibiting all of the foregoing restricted activities.

We reserve the right, at any time, to disable or terminate the Merchant Account or any Employee Account and any associated username, password or other identifier, in our sole discretion, for any or no reason, including any violation of any provision of these Terms and Conditions of Use. If Merchant wishes to close its Merchant Account, it may do so by sending us an email at help@snappoints.com. Please note that the closure of a Merchant Account will result in the reimbursement of the remaining Prepaid Balance within the ninety (90) days following the closure of the Merchant Account. For clarity, any free credits accrued will not be included in any reimbursement following the closure of a Merchant Account.

6.              INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

Merchant understands and agrees that the Website, Widgets and Platform and their entire contents, features and functionality, including, but not limited to, all information, software, codes, data texts, displays, graphics, photographs, images, audio, music, broadcasts, designs, presentations, layouts, selections and arrangements, are owned by SnapPoints or its licensors and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret and any other proprietary rights. All rights not expressly granted herein are reserved by SnapPoints.

SnapPoints’ company name and all related names, logos, product and service names, designs, images and slogans (the “Trademarks”) are owned by us, our affiliates or licensors and must not be used without our prior written permission. Other names, logos, product and service names, designs, images and slogans mentioned or appearing on the Website, Widgets and Platform are the trademarks of their respective owners. Where the use of a Loyalty Program trademark is required, Merchant shall submit a written request to SnapPoints, which SnapPoints shall submit to the Loyalty Program, and use of such trademarks shall be subject to the Loyalty Programs’ consent towards each Merchant. Upon approval by the Loyalty Program, SnapPoints hereby grants Merchants a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to use Loyalty Programs’ trademarks and brands solely in association with offering the Services on a Merchant’s website. Use of third-party names, logos, product and service names, designs, images and slogans in contravention of these Terms and Conditions of Use or as otherwise expressly authorized shall constitute an infringement or violation of the rights of the property owner, may be a violation of federal or other laws and could subject the infringer to legal action.

Merchants hereby grant to SnapPoints a non-exclusive, royalty-free, fully paid up, sublicensable right and license to use its trademarks on the Website, Widgets and Platform as required to offer the Services to consumers for the Membership Term.

Merchants shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, Widgets or Platform, in any form or medium whatsoever. Merchant shall not permit its personnel to modify copies of any material from the Website, Widgets or Platform or delete or alter any copyright, trademark or other proprietary rights notices from copies of material from the Website, Widgets or Platform.

Merchant shall not, nor shall permit its personnel, to do anything in any way to infringe or abridge the rights of SnapPoints or of a Loyalty Program or their proprietary trademarks, as the case may be, or directly or indirectly challenge the validity of any trademarks used on the Website, Widgets or Platform. In the event of such an infringement or abridgement of a Loyalty Program’s rights, Merchant shall be directly liable to such Loyalty Program. If a Merchant utilizes the trademark of a Loyalty Program in any way other than for an approved purpose, SnapPoints may terminate the right of the Merchant to use such trademark: (i) immediately upon providing written notice to Merchant (giving particulars of the breach in reasonable detail) if the breach cannot be cured, or (ii) if the breach is curable and Merchant has failed to cure it within twenty (20) days of written notice (giving particulars of the failure in reasonable detail). If following such misuse of a trademark the concerned Loyalty Program decides to terminate its participation in its service offering to consumers, SnapPoints reserves the right to, in addition to its other rights at law, seek damages for any and all losses arising from or related to such misuse of the trademark.

Any use of the Website, Widgets or Platform by Merchant or its personnel not expressly permitted by these Terms and Conditions of Use is deemed a breach thereof and may infringe or violate copyright, trademark and other intellectual property or other proprietary laws. In such a case, Merchant’s right to use the Website, Widgets and Platform will cease immediately and any copies of the materials must, at our option, be returned or destroyed.

Through the Interactive Functions, Merchant’s personnel may send information or communicate with us, for example, feedback, comments or suggestions (the “User Content”). Merchant is exclusively responsible for all User Content and the consequences of submitting User Content.

Merchant is responsible for obtaining all necessary consents, licenses and waivers required to use the Services, including those necessary to submit User Content through the Services. These may include consents, licenses and waivers from copyright, trademark and other intellectual property owners and any other individuals involved in creating User Content.

As between Merchant and SnapPoints, Merchant owns all User Content and Merchant hereby grants us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to use, host, run, reproduce, process, adapt, translate, modify, publish, transmit, distribute and display this information and incorporate this information into our Services, the Website, the Widgets or the Platform, as the case may be. Merchant agrees to obtain waivers of moral rights in and to that information. We do not verify the accuracy, quality, content or legality of User Content. We may, but are under no obligation to, review, analyze, filter, edit, block or remove any User Content. We are not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with applicable laws. SnapPoints will not be liable in any way, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with User Content.

Merchant is responsible for ensuring that its personnel do not upload or use in connection with the Services any prohibited content including content that: (i) contains graphic or gratuitous violence; (ii) conveys a message of hate against any individual or group; (iii) encourages or glorifies illegal drug use; (iv) is predatory in nature or is submitted for the purpose of harassment or bullying; (v) is highly repetitive and/or unwanted including “Spam” messages; (vi) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (vii) constitutes or promotes information that is known to be false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous; (viii) promotes criminal activity or provides instructional information about illegal activities; or (ix) violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates these provisions, including removing the offending content without prior notice, terminating or suspending the Merchant Account or concerned Employee Account or general access to the Services and/or reporting such content or activities to law enforcement authorities.

7.              SNAPPOINTS’ MERCHANT MALL

If Merchant has opted to be featured in SnapPoints’ merchant mall feature (the “Merchant Mall”), Merchant understands that SnapPoints will share and divulge to the users access to the Merchant Mall where they can see the list of other Merchants who have also opted for the Merchant Mall and where they can also earn Reward Points as well as URL links to such other Merchants’ websites.

8.              MERCHANT DATA

SnapPoints may acquire or transfer data pertaining to Merchant, its sales figures, consumer transactions and personnel in connection with Services including, in certain cases, personal information initially collected by Merchant, of which Merchant is a controller under privacy and data protection laws (“Merchant Data”).

SnapPoints agrees to only use such Merchant Data as outlined in its Privacy Policy (www.snappoints.com/privacy) and in compliance with applicable laws.

Merchant is solely responsible for obtaining all necessary rights, releases and consents (including consents from individuals under privacy and data protection laws) to allow Merchant Data to be collected, used and disclosed in the manner contemplated by these Terms and Conditions of Use or our Privacy Policy. We rely on each Merchant to obtain all necessary consents from and provide all disclosures to its customers and personnel, as the case may be, as required under applicable laws.

In light of the foregoing, Merchant hereby represents and warrants that, (i) it has obtained all necessary rights, releases and consents from Merchant’s customers, personnel and other third parties to allow Merchant Data to be used and transferred to SnapPoints as required to provide the Services; (ii) the use and transfer to SnapPoints of such Merchant Data do not violate applicable laws or the rights of any individual; (iii) it has conducted all necessary assessments including, privacy impact assessments as required by applicable laws prior to transferring any such Merchant Data that can be qualified as personal information; (iv) it will clearly post, maintain and abide by publicly accessible privacy notices on the digital properties from which the underlying data is collected that satisfies the requirements of applicable privacy and data protection laws; (v) it will provide and obtain all notices and all necessary consents required by applicable privacy and data protection laws to enable us to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on, and collect data from, the devices of consumers in accordance with and as described in our Privacy Policy; (vi) it will not and will not permit its personnel to use the Platform, Widgets, APIs and Website to send emails or other electronic messages without the consent of the recipient, in all cases in compliance with anti-spam laws; and (vii) all measures and safeguards outlined in our Privacy Policy are sufficient and satisfy Merchant’s requirements regarding our use and processing of any Merchant Data that can be qualified as personal information.

Merchant hereby authorizes us to respond, at our sole discretion, to any requests we receive from Merchant’s customers made under privacy or data protection laws or, alternatively, to direct any such contacts to Merchant.

If SnapPoints must engage a sub-processor in relation to the Merchant Data that can be qualified as personal information, it shall enter into agreements with such sub-processors compelling them to abide by terms equivalent to those herein.

SnapPoints will, at its own expense, take all reasonable steps necessary to investigate, contain and mitigate an actual or suspected security breaches or other incidents affecting the confidentiality, integrity and availability of Merchant Data that can be qualified as personal information (“Incident”).

SnapPoints will provide notice to Merchant within seventy-two (72) hours after becoming aware of an Incident. In that notice, we shall explain or provide: (1) the nature of the Incident (including the categories and number of affected individuals and data categories); (2) the name and contact details of an individual at SnapPoints who can provide additional information regarding the Incident; (3) the measures taken or proposed to address the Incident, including steps to mitigate adverse effects; and (4) any information required by Merchant to fulfill its notification obligations under applicable laws.

SnapPoints will promptly return to Merchant and/or destroy or anonymize Merchant Data upon the termination or expiration of the Membership Term, whichever is earlier, except to the extent we are required by law to retain such data. If Merchant Data has been anonymized, it is no longer possible to identify an individual, directly or indirectly, from the Merchant Data, as this is an irreversible process.

9.              EXCLUSIVITY AND NON-SOLICITATION

During the Membership Term, other than the Loyalty Programs, Merchants are not permitted to promote any third-party loyalty program offering consumers miles or points on any property used in relation to their business, Merchant’s website or in relation to the use of the Platform without SnapPoints written consent. For clarity, Merchants shall be permitted to develop and offer to consumers loyalty programs related to their own product or service offerings.

During the Membership Term and for twenty-four (24) months thereafter, Merchants agree that they shall not directly or indirectly solicit, induce or attempt to solicit or induce or enter into business relationships with the Loyalty Programs.

10.           AUDIT

Merchants shall keep separate, full and accurate books of accounts related to the revenues generated by the transactions involving the Services for a period of at least two (2) years after the end of the Membership Term.

SnapPoints has the right, once per year of the Membership Term, at its sole cost and expense, upon reasonable written notice (in no event of less than thirty (30) days) and during regular business hours, to request a copy of such books and records of Merchant that are deemed reasonably necessary to report on the revenues and payments arising from or related to the Services. All information, data documents and abstracts collected during the above audits shall be used only for the purpose of verifying compliance with these Terms and Conditions and shall be treated as confidential information.

If any material discrepancy is found as a result of an audit pursuant to this Section, SnapPoints shall notify Merchant of such by written notice (the “Discrepancy Notice”). In such case (i) Merchant shall either pay the amount of the discrepancy as described in the Discrepancy Notice within a maximum of forty-five (45) days of the receipt of the Discrepancy Notice, or (ii) SnapPoints shall engage an independent auditor from either of Ernst & Young, PricewaterhouseCoopers, KPMG or Deloitte (the “Independent Auditor”) to provide a final, binding and conclusive resolution of the discrepancy. Merchant hereby agrees to be bound by the results of the Independent Auditor and to promptly pay the difference to SnapPoints within a maximum of thirty (30) days of the receipt of the Independent Auditor’s report. In the event the results of the Independent Auditor reveal a material discrepancy, Merchant shall bear the costs of such audit.

11.           NON-RELIANCE

The content on our Website, Widgets and Platform is provided for general information purposes only. It is not intended to amount to advice to be relied on and it is Merchant’s responsibility to determine whether the Services meet its requirements. SnapPoints will not be liable if the Services do not meet Merchant’s requirements.

Although we make reasonable efforts to update the information on our Website, Widgets and Platform, we make no representations, warranties or guarantees, whether express or implied, that the content thereon is accurate, complete or up to date. Merchant’s and its personnel’s use of the Website, Widgets and Platform is at their own risk and neither SnapPoints nor its parent, subsidiaries, affiliates and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers or successors have any responsibility or liability whatsoever for the use of the Website, Widgets or Platform.

12.           THIRD-PARTY CONTENT AND WEBSITES

The Website, Widgets and Platform may provide links or pointers to third-party websites; for example, websites of Loyalty Programs or SnapPoints’ sub-processors. We make no representations about any other websites that may be accessed from our Website, Widgets or Platform. Access to these websites is at Merchant’s risk. We have no control over the contents of any such third-party websites and accept no responsibility or liability for such websites or for any loss or damage that may arise. Merchants shall be subject to any terms and conditions of such third-party websites.

13.           DISCLAIMER OF WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY

MERCHANT UNDERSTANDS AND AGREES THAT ACCESS TO AND USE OF THE SERVICES ARE AT ITS OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THAT WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, SNAPPOINTS DOES NOT WARRANT THAT THE SERVICES WILL MEET MERCHANT’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES NOT SET OUT IN THE DOCUMENTATION OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERRORS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Merchant shall indemnify, defend and hold harmless SnapPoints and its affiliates, licensors and partners and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors and assigns (“Indemnified Parties“) from and against any claim, demand or proceeding brought by a third party against the Indemnified Parties relating to (i) User Content; (ii) actual or alleged violation of these Terms and Conditions of Use; (iii) any and all data breaches arising from or related to Merchant systems; (iv) any and all issues or errors resulting from the integration of Merchant’s system with the Platform; or (v) actual or alleged violations of applicable law, including any violations of Merchant’s obligations to any person.

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL SNAPPOINTS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER FOR ANY: (I) LOSS OF USE, LOST PROFITS, LOST REVENUES, BUSINESS INTERRUPTION OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES; (II) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; OR (III) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES.

THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY NOTWITHSTANDING: (I) THE APPLICABLE LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, (II) WHETHER THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; AND (III) ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY.

14.           GENERAL

Force Majeure – We will not be responsible for failure or delay in our performance of the Website, Widgets or Platform due to causes beyond our control, including labour disputes, strikes, wars, riots, terrorism, criminal acts of third parties, acts of God or governmental action.

Governing Law and Choice of Forum – These Terms and Conditions will be governed by and construed in accordance with the laws of Barbados applicable therein, without giving effect to any choice or conflict of law provision, principle or rule.

Any action or proceeding arising out of or relating to this Website, Widgets or the Platform and under these Terms and Conditions will be instituted in the courts of Barbados and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. Merchant waives any and all objections to the exercise of jurisdiction by such courts and to the venue of such courts.

Waiver – No failure to exercise or delay in exercising any right, remedy, power or privilege arising from these Terms and Conditions of Use may be construed as a waiver thereof; and no single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Severability – If any term or provision of these Terms and Conditions of Use is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions of Use or invalidate or render unenforceable such term or provision in any other jurisdiction.

Entire Agreement – These Terms and Conditions of Use and our Privacy Policy constitute the sole and entire agreement between Merchant and SnapPoints regarding the use of the Services, Website, Widgets and Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Reporting and Contact – This website is operated by SnapPoints. Misuse of the Website, Widgets or Platform must be reported to SnapPoints at info@snappoints.com. All other feedback, comments, requests for technical support and other communications relating to the Website, Widgets and Platform should be directed to help@snappoints.com.