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ARCHISNAPPER/SAFETYSNAPPER TERMS

Version 20210621

By using ArchiSnapper or SafetySnapper, Customer agrees that the following General Terms and SaaS Terms form the agreement between Customer and ArchiSnapper BV (“ArchiSnapper”) and govern the Customer’s use of the Service. These terms apply equally to SafetySnapper service regardless of whether any clause contains a specific reference to SafteySnapper.

GENERAL TERMS

GT1 Definitions. Capitalized terms have the meaning described in Section GT1.

GT1.1 “Affiliate” means any entity that is controlled by Customer, or is under common control with Customer, through more than fifty percent (50%) ownership.

GT1.2 “Agreement” means General Terms and SaaS terms and any Product-Specific Terms.

GT1.3 “Asia-Pacific Customer” means a party that has ordered Products from an ArchiSnapper office or an authorized ArchiSnapper Partner located in Australia or Asia (except for the Middle East).

GT1.4 “Confidential Information” means any information which one party (“Discloser”) provides, either directly or indirectly, to the other (“Recipient”) in connection with this Agreement, the terms of this Agreement, or information related to the business of the Discloser that is reasonably understood to be confidential or proprietary information, whether or not marked.

GT1.5 “Correction” means, without limitation, workarounds, support releases, component replacements, patches and/or documentation changes made available by ArchiSnapper.

GT1.6 Reserved .

GT1.7 “Customer” means the party identified on an Order Form or identified during an online sign up process.

GT1.8 "Customer Data" means all electronic data or information that Customer or any Authorized User loads or enters into the Services and all results from processing such data.

GT1.9 “Defect” means a failure to operate substantially in accordance with the Documentation.

GT1.10 “Dispute” means any dispute or claim arising out of or related to this Agreement.

GT1.11 “Documentation” means the user instructions, user guides, training guides, manuals, or educational materials for the Products provided by ArchiSnapper for Customer’s use.

GT1.12 “Effective Date” means the date of the Acknowledgement of Terms or the last signature of an Order Form (whichever is applicable) unless or otherwise defined in an Order Form.

GT1.13 “EMEA Customer” means a party that has ordered Products from a ArchiSnapper entity or an authorized ArchiSnapper Partner located in Europe, the Middle East, or Africa.

GT1.14 “Marks” means registered or unregistered trademarks, service marks, trade names, logos, service names, or other proprietary markings.

GT1.15 “Misuse” means any use of the Products in disregard of any Documentation, other written instructions, warning messages, or known or reasonably anticipated adverse consequences.

GT1.16 “Order Form” means a document executed by Customer and accepted by ArchiSnapper to purchase ArchiSnapper Products and/or Professional Services, which will take precedence over any conflicting terms unless otherwise specified in this Agreement.

GT1.17 “Products” means collectively, ArchiSnapper’s Software and Services offered to Customers.

GT1.18 Reserved

GT1.19 “Sanctioned Person” means any person or entity on the U.S. Department of Commerce’s Denied Persons List, the U.S. Department of Treasury’s List of Specially Designated Nationals and Blocked Persons, or with which dealings are restricted under Trade Controls.

GT1.20 “SaaS” means the ArchiSnapper application or applications provided as a service by ArchiSnapper.

GT1.21 “Services” means, collectively, any ArchiSnapper applications provided as SaaS that are ordered by Customer, including services provided under a maintenance plan.

GT1.22 Reserved

GT1.23 "Subscription Period" means the period during which Customer may use the Services. If Customer orders with an Order Form, the Subscription Period begins on the Effective Date of the Order Form.

GT1.24 Reserved

GT1.25 “Trade Controls” means export control and sanction requirements including without limitation the U.S. Export Administration Regulations, economic sanctions administered by the U.S. Department of the Treasury and export control and economic sanction requirements of other jurisdictions as applicable to the parties.

GT2 Invoicing; Payment; Taxes. (SECTION GT2 APPLIES ONLY TO TRANSACTIONS BETWEEN ARCHISNAPPER AND CUSTOMER AND DOES NOT APPLY TO TRANSACTIONS BETWEEN CUSTOMER AND ARCHISNAPPER PARTNERS.)

GT2.1 Payments and Payment terms.

Where not prepaid, Customer shall make all payments for the Products and Professional Services within fifteen (15) days after the invoice date. Fees for any renewal will be at ArchiSnapper's then-current rates and will be due within fifteen (15) days after the invoice date. For any Products added to a Customer’s existing Products, fees will be prorated to coincide with Customer’s existing Products.

All fees and other charges referred to in the Agreement will be paid in the currency specified in the Order Form or invoice. All payments made under this Agreement are non-refundable, except as specifically provided in this Agreement.

GT2.2 Disputed Invoices. Customer will notify ArchiSnapper within fifteen (15) days after the date of an invoice if there is a dispute regarding that invoice. ArchiSnapper will work in good faith with Customer to promptly correct errors or resolve disputes.

GT2.3 Taxes. Customer fees, costs and expenses do not include applicable taxes. Customer shall pay and/or reimburse ArchiSnapper for all taxes (other than taxes based on ArchiSnapper's income). ArchiSnapper will invoice taxes unless Customer has provided adequate evidence of exemption. ArchiSnapper shall not issue credits for taxes billed before Customer provides evidence of a valid exemption. Customer shall be liable to ArchiSnapper for any costs, fees and taxes that ArchiSnapper incurs due to any invalid tax exemption claimed by Customer.

Customer shall remit any government-imposed withholding taxes in accordance with applicable law, gross up the applicable payment amounts to ensure that ArchiSnapper receives the full amount of fees invoiced, and provide ArchiSnapper with applicable evidence of withholding.

GT2.4 Late Payments. Late payment interest is one and one-half percent (1½%) per month, eighteen percent (18%) per annum, from the date due until paid, whether before or after judgment. Ten (10) days after written notice to Customer, ArchiSnapper may suspend performance if Customer fails to make full payment of any undisputed amount owed under this Agreement. If ArchiSnapper suspends performance, Customer will have no access to any Customer Data and ArchiSnapper will have no obligation to provide Customer with copies of Customer Data.

GT2.5 Vendor Management System and Payments.

1. ArchiSnapper’s use of any Vendor Management System (as defined below) at Customer’s request shall be for administrative purposes only and shall not in any way affect or modify the terms of this Agreement. Customer must notify ArchiSnapper and provide reasonable time for ArchiSnapper to review any Vendor Management System terms and establish an account prior to invoicing. Customer shall indemnify and hold ArchiSnapper harmless from any Claims arising from ArchiSnapper’s use or access of the Vendor Management System. For purposes of this section, “Vendor Management System” shall mean any Customer or third party billing, invoice or vendor management service.
2. Customer may separately arrange with a third party to make payments to ArchiSnapper. Customer must notify ArchiSnapper and provide reasonable documentation to ArchiSnapper of the arrangement requested before ArchiSnapper will invoice a third party directly. If a third party fails to make any undisputed payment when due, Customer remains liable and shall promptly pay ArchiSnapper all amounts due. Third party payors shall have no right, title or interest in or to the Product, including any right to use, sublicense, assign or otherwise transfer the Product to itself or a third party.
   

GT3 Confidentiality.

GT3.1 Recipient agrees to protect and hold all Confidential Information in confidence and in the same manner as Recipient protects the confidentiality of its own proprietary and confidential materials of similar kind, but in no event with less than a reasonable standard of care. Recipient will only use Confidential Information for the purposes of this Agreement and related internal administrative purposes. Recipient may only disclose Confidential Information to its affiliates, employees, contractors and business partners on a "need to know" basis, provided that they are bound by written confidentiality obligations no less stringent than those in this Agreement.

These confidentiality restrictions and obligations will remain in effect until the information ceases to be Confidential Information. If Customer participates in an ArchiSnapper-sponsored group event, this Confidentiality section shall apply to Confidential Information disclosed by any group participant, and ArchiSnapper may provide a copy of this Confidentiality section to any Discloser to enforce its provisions.

GT3.2 Upon the request of Discloser, the Recipient shall promptly return all copies of the Confidential Information, and any documents derived from the Confidential Information, or at the Discloser's option, shall certify in writing that all copies of the Confidential Information and derivative documents have been destroyed. This obligation to return or destroy materials or copies thereof does not extend to automatically generated computer back-up or archival copies generated in the ordinary course of Recipient's information systems procedures, provided that Recipient shall make no further use of Confidential Information contained in those copies.

GT3.3 The Confidentiality obligations described above do not apply to information that:

1. is already known to Recipient at the time of disclosure,
   
2. is or becomes publicly known through no wrongful act or failure of the Recipient,
   
3. is independently developed by Recipient without benefit of Discloser's Confidential Information, or
   
4. is received from a third party which is not under and does not thereby breach an obligation of confidentiality.
   

GT4 Compliance with Law.

GT4.1 Each party will be responsible for its own compliance with applicable law, as well as all legal requirements related to (a) use of the Products and Professional Services, (b) Trade Controls, and (c) disclosure of data. Customer warrants to ArchiSnapper that it will collect, use, transfer and otherwise Process any Personal Data collected by or through the Products or that Customer discloses to ArchiSnapper under this Agreement in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

GT4.2 For purposes of Processing Personal Data subject to additional legal requirements, including, but not limited to Privacy Laws as defined in the Privacy Terms, ArchiSnapper and Customer agree that such Processing will be in accordance with the ArchiSnapper General Privacy Terms ("Privacy Terms") included below. In the event of conflict between this Agreement and the Privacy Terms, the Privacy Terms shall prevail with respect to the parties' relative obligations under applicable Privacy Laws pertaining to the collection, Processing, and transferring of Personal Data. The capitalized terms in this Section have the meaning described in the Privacy Terms.

GT5 Limitation of Liability.

GT5.1 EXCEPT FOR CUSTOMER'S VIOLATION OF THE TERMS OF ITS LICENSE OR THE USE RESTRICTIONS TERMS, OR INFRINGEMENT OF ARCHISNAPPER'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY OR ARCHISNAPPER'S LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, BUSINESS INTERRUPTIONS, LOSS OF REVENUE OR PROFITS, LOST MANAGEMENT TIME, SAVINGS, DATA OR GOODWILL, OR ANY PENALTIES, FINES OR EXPENSES.

GT5.2 EXCEPT FOR ARCHISNAPPER'S OBLIGATIONS REGARDING INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, ARCHISNAPPER'S AND ITS LICENSORS' TOTAL LIABILITY ON ANY CLAIM FOR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS OR THE PROFESSIONAL SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO ARCHISNAPPER IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY WITH RESPECT TO THE PRODUCTS OR PROFESSIONAL SERVICES, RESPECTIVELY, GIVING RISE TO THE LIABILITY.

GT5.3 THE LIMITATIONS OF LIABILITY APPLY TO DAMAGES ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING WITHOUT LIMITATION CONTRACT, WARRANTY, STRICT LIABILITY, TORT, OR NEGLIGENCE, EVEN IF SUCH LOSS OR DAMAGE WAS FORESEEABLE OR CONTEMPLATED BY THE PARTIES. NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO EVALUATION SERVICES AND EVALUATION SOFTWARE PROVIDED TO CUSTOMER, ARCHISNAPPER'S AND ITS LICENSORS’ TOTAL LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EVALUATION SERVICES OR EVALUATION SOFTWARE DURING THE EVALUATION PERIOD SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00).

GT5.4 EXCEPT FOR ARCHISNAPPER'S LICENSORS, WHO ARE THIRD PARTY BENEFICIARIES ONLY WITH RESPECT TO THEIR PORTION(S) OF THE PRODUCT OR SERVICE, ANY PERSON WHO IS NOT A PARTY TO THIS AGREEMENT SHALL HAVE NO RIGHT TO ENFORCE ANY TERM OF THIS AGREEMENT.

GT5.5 NOTHING IN THIS LIMITATION OF LIABILITY SECTION OR OTHERWISE IN THE AGREEMENT SHALL EXCLUDE OR IN ANY WAY LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (1) FRAUD, (2) DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY'S NEGLIGENCE, OR (3) ANY LIABILITY TO THE EXTENT THAT IT MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.

GT5.6 FOR EMEA CUSTOMERS. The language below is added to the Agreement ONLY for Customers where the Choice of Law is for a country in the EMEA region. If the Choice of Law is not from a country in EMEA, this language is deemed deleted from the Agreement. If EMEA is the Choice of law, then the following is added:

IN ADDITION TO SECTION GT5.5 ABOVE, NOTHING IN THIS LIMITATION OF LIABILITY SECTION OR OTHERWISE IN THE AGREEMENT SHALL EXCLUDE OR IN ANY WAY LIMIT EITHER PARTY’S LIABILITY FOR (1) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE (INCLUDING NEGLIGENCE AS DEFINED IN THE UK S. 1 UNFAIR CONTRACT TERMS ACT 1977), OR (2) BREACH OF TERMS REGARDING TITLE IMPLIED BY THE UK S. 12 SALE OF GOODS ACT 1979 AND/OR S. 2 SUPPLY OF GOODS AND SERVICES ACT 1982.

GT6 Governing Law & Dispute Resolution.

GT6.1 Governing Law.

1. For Americas Customers: This Agreement shall be governed by the laws of the State of Delaware, U.S.A., without regard to any conflicts of laws provisions. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement.
   
2. For Asia-Pacific Customers: This Agreement shall be governed by the laws of Australia and particularly the laws of South Australia, without regard to any conflicts of laws provisions.
   
3. For EMEA Customers: This Agreement shall be governed by the laws of England, without regard to any conflicts of laws provisions.
   
4. For all Customers: The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
   

GT6.2 Dispute Resolution

1. Informal Dispute Resolution. In the event of any Dispute arising from or relating to this Agreement or the breach thereof, the parties shall endeavor to settle the Dispute. To this effect, the management-level representatives from each party shall consult and negotiate with each other in good faith and attempt to reach a just and equitable solution satisfactory to both parties. If a Dispute is not resolved within sixty (60) days, then the Dispute shall be settled by final and binding arbitration, as described below.
   
2. For Asia-Pacific and EMEA Customers: The language in Section 6.2(B) is added to the Agreement, and Section 6.2(C) is deleted in its entirety, ONLY for Customers where the Choice of Law is for a country in EMEA or in Australia. If the Choice of Law is not from a country in EMEA or in Asia-Pacific, this language is deemed deleted from the Agreement. If EMEA or Asia-Pacific is the Choice of law, then the following is added: If a Dispute is not resolved at the end of the sixty (60) day period described in Subsection (A) above, then the Dispute shall be finally resolved by binding arbitration before a single arbitrator pursuant to the Rules of Arbitration ("Rules") and under the auspices of the International Chamber of Commerce ("ICC"). In accordance with the Rules, the parties shall select the arbitrator, and if they do not, an arbitrator shall be selected by the ICC in accordance with the Rules. The arbitrator shall be a lawyer knowledgeable in the chosen law and information technology disputes. At either party's request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for his/her decision. The arbitrator will have exclusive authority to resolve any and all disputes relating to procedural and substantive questions concerning the arbitration, including choice of venue and choice of law issues, and the formation, interpretation, applicability, scope, and enforceability of this Agreement to arbitrate. The arbitration proceeding shall be conducted in the English language and shall occur in Adelaide, Australia (for Asia-Pacific Customers) or London, UK (for EMEA Customers), or, with consent by the arbitrator and parties, another mutually agreeable metropolitan area. The arbitrator shall award appropriate fees and costs to the prevailing party. If it becomes necessary for either party to compel arbitration or to enforce an arbitration award, that party may bring an action in any court of competent jurisdiction and the prevailing party shall recover from the other party its costs and expenses, including court costs and reasonable attorneys' fees (including allocable costs of in-house counsel). The arbitration and all related proceedings and discovery will take place pursuant to a protective order entered by the arbitrator that protects the confidential nature of the parties' proprietary and confidential information. No arbitration award may provide a remedy beyond those permitted under this Agreement, and any award providing a remedy not permitted under this Agreement will not be valid and will be vacated. No Dispute may be brought as a class action, and neither party may act as a class representative or participate as a member of a class of claimants with respect to any Dispute. BOTH PARTIES HEREBY WAIVE ALL RIGHT OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO THIS AGREEMENT.
3. For all other Customers: If a Dispute is not resolved at the end of the sixty (60) day period described in Subsection (A) above, then the Dispute shall be settled by final and binding arbitration in accordance with the American Arbitration Association ("AAA") Commercial Arbitration Rules. A single arbitrator appointed as provided in the AAA Commercial Arbitration Rules will be an attorney experienced in computer software, licensing, and information technology disputes. The arbitrator will have exclusive authority to resolve any and all disputes relating to procedural and substantive questions concerning the arbitration, including choice of venue and choice of law issues, and the formation, interpretation, applicability, scope, and enforceability of this Agreement to arbitrate. The arbitration proceeding shall be conducted in the English language and shall occur in the Washington, DC metropolitan area, or, with the consent of the arbitrator and the parties, another mutually agreeable metropolitan area. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrator may be entered by any court of competent jurisdiction. The arbitrator shall award appropriate fees and costs to the prevailing party. If it becomes necessary for either party to compel arbitration or to enforce an arbitration award, that party may bring an action in any court of competent jurisdiction and the prevailing party shall recover from the other party its costs and expenses, including court costs and reasonable attorneys' fees (including allocable costs of in-house counsel). The arbitration and all related proceedings and discovery will take place pursuant to a protective order entered by the arbitrator that protects the confidential nature of the parties' proprietary and confidential information. No arbitration award may provide a remedy beyond those permitted under this Agreement, and any award providing a remedy not permitted under this Agreement will not be valid and will be vacated. No Dispute may be brought as a class action, and neither party may act as a class representative or participate as a member of a class of claimants with respect to any Dispute. BOTH PARTIES HEREBY WAIVE ALL RIGHT OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO THIS AGREEMENT.
4. Litigation Rights. Either party may, without waiving any remedy under this Agreement, seek temporary or permanent injunctive relief including without limitation equitable relief from any court of competent jurisdiction to protect its Confidential Information, non-solicitation rights, license rights and intellectual property rights, regardless of the arbitration requirements. ArchiSnapper reserves the right to pursue collections activity or legal action in a court of competent jurisdiction to compel payment due hereunder and, in such a case, ArchiSnapper shall be entitled to recover its costs and reasonable attorneys' fees, regardless of the arbitration requirements.
   

For Australian Customers only: The language below is added to the Agreement ONLY for Customers where the Choice of Law is Australia. If the Choice of Law is not Australia, this language is deemed deleted from the Agreement. If Australia is the Choice of law, then the following is added:

In the event that supply of any Products or Professional Services under this Agreement constitutes a supply of goods or services to a consumer as defined in the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or relevant State or Territory legislation (“the Acts”) the following applies:

Nothing contained in this Agreement excludes restricts or modifies any condition, warranty, guarantee or other obligation in relation to this Agreement and any Products and Professional Services to be supplied hereunder which pursuant to the Acts or any of them may not be limited or excluded. In this event, ArchiSnapper’s sole liability for breach of any such guarantee, condition, warranty or other obligation shall be limited to the replacement of the Products or the supply of equivalent Products or payment of the cost of replacing the Products or acquiring equivalent Products; or (B) the repair of the Products or payment of the cost of having the Products repaired.

Mandatory statement under Regulation 90 of the Competition and Consumer Regulations : Products that we supply may come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Products repaired or replaced if the Products fail to be of acceptable quality and the failure does not amount to a major failure. These rights may be lawfully limited in respect of Products not ordinarily acquired for personal, domestic or household use or consumption. To request a replacement or a refund, please send your written request to ArchiSnapper by letter or email to warranties@ArchiSnapper.com.

If Customer is an Australian business, Customer warrants that it has an ABN and has provided it to ArchiSnapper. Customer further warrants that it will maintain its ABN through the duration of this Agreement, list its ABN on any invoice, and advise ArchiSnapper in writing immediately if its ABN is cancelled. Customer will indemnify and hold ArchiSnappe r harmless from and against any tax, charge, fine, penalty or other impost, which ArchiSnapper incurs or becomes liable to pay as a result of the Customer's failure to maintain its ABN.

GT7.1 Products and Documentation.

1. ArchiSnapper, its licensors and any applicable third parties retain ownership, title and all rights and interest, including, without limitation, to any intellectual property rights, Products, Documentation, Extensions, and Customizations, whether or not those rights are registered. Any copy, modification, revision, Correction, update, enhancement, adaptation, translation, or derivative work of or created from the Products or Documentation ("Derivative") shall be owned solely and exclusively by ArchiSnapper or its licensors or third parties, as applicable. To the extent permitted by applicable law, Customer assigns title, ownership, and all rights to ArchiSnapper in any Derivative. To the extent an assignment is not effective under applicable law, Customer grants ArchiSnapper an exclusive, perpetual, fully-paid, transferable, irrevocable license to use, reproduce, distribute, and commercialize the Derivative to the fullest extent permissible and effective under applicable law.
   
2. Customer may not modify the Documentation except to the extent necessary to reflect more closely Customer's operations, provided, however, that ArchiSnapper shall retain all rights in any modified Documentation, and each party shall retain its confidentiality obligations with respect to any Confidential Information in the modified Documentation.
   

GT7.2 Marks. Customer agrees not to remove or replace any Mark from the screens on which the Services are viewed or accessed or any associated materials without ArchiSnapper's express written consent, and to reproduce all ArchiSnapper Marks on any copy or portion of any associated materials.

GT7.3 Copyright Notice and Commercial Computer Software Notice. The Products and Documentation are protected, with all rights reserved, under applicable copyright laws. Rights to use, modify, reproduce, release, perform, display or disclose the Products are as set forth in, and are subject to this Agreement.

GT7.4 Extensions. ArchiSnapper may provide tools with certain products to assist Customer in creating code to extend the functionality of the SaaS or Software, including custom reports or independently developed code extensions (“Extensions”). Whether developed by Customer, ArchiSnapper, or a third party on behalf of Customer, Extensions may not function properly after the underlying SaaS or Software is updated. Customer is responsible for testing Extensions following updates to the SaaS or Software and for all necessary corrections to the Extension to function with updated versions of the SaaS or Software. ArchiSnapper has no obligation to fix, repair or otherwise make functional any Extensions that do not function properly after a SaaS or Software update; and ArchiSnapper shall retain ownership of Extensions created by ArchiSnapper, subject to ArchiSnapper’s confidentiality obligations to Customer. In addition, ArchiSnapper may develop and incorporate into the core product functionality similar to or the same as Extensions created by or for a Customer, and Customer has no right or remedy against ArchiSnapper for ArchiSnapper’s development of such functionality. SaaS and Software Extensions are excluded from the maintenance and support, warranty, and infringement terms in the Agreement.

GT8. ArchiSnapper Indemnification for Infringement.

1. ArchiSnapper will defend Customer with counsel of ArchiSnapper’s choosing against any action based on a third party claim (“Claim”) alleging that the Product or Documentation infringes or misappropriates a patent, copyright, trade secret, or other intellectual property right in the applicable jurisdiction of any third party. Customer may retain counsel at its own expense subject to GT8(B).
   
2. ArchiSnapper will indemnify Customer for damages finally awarded against Customer, arising from any such Claim; provided, however, that
   
   1. Customer gives ArchiSnapper prompt written notice of such Claim,
      
   2. Customer fully cooperates with ArchiSnapper in the defense and settlement thereof,
      
   3. ArchiSnapper is given full control of the defense of such Claim and any settlement or compromise thereof, and
      
   4. Customer complies with ArchiSnapper's direction to cease using any Product that in ArchiSnapper's reasonable judgment may be ruled to cause an infringement of a third party's intellectual property rights.
      
3. Customer may retain counsel at its own expense subject to GT8(B) but such expense shall not be included in ArchiSnapper’s indemnity obligation. ArchiSnapper will not agree to any settlement of any claim that requires payment by Customer to a third party, without Customer’s consent.
   
4. If Customer's use of the Product or Documentation is impacted as a result of an infringement or misappropriation Claim or if ArchiSnapper believes such a Claim is likely, then ArchiSnapper may, at its option and expense, either (i) procure for Customer the right to continue using the Product or Documentation, or (ii) replace or modify the Product or Documentation so that it no longer infringes or misappropriates a patent, copyright, or trade secret. If ArchiSnapper deems (i) or (ii) not feasible, ArchiSnapper will terminate all Software licenses or Services rendered unusable and return the unused portion of the fees paid (determined, in the case of Software licenses, by depreciating the license fees paid on a straight-line basis over thirty-six (36) months) by Customer for the Product or Documentation.
   
5. ArchiSnapper shall have no liability to Customer if the Claim is based upon or arises out of
   
   1. use of any third party products or services,
      
   2. modification of the Product or Documentation by ArchiSnapper based on Customer's specifications,
      
   3. Customer's violation of the terms of this Agreement, or
      
   4. third party content.
      
6. THIS SECTION STATES CUSTOMER'S SOLE REMEDY AND ARCHISNAPPER'S SOLE LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
   

GT9 Termination.

GT9.1 Termination for Breach. Either party may terminate this Agreement as a result of a material breach by the other party, if (a) the non-breaching party provides written notice to the other party of the breach, and (b) such breach, if remediable, is not cured within fifteen (15) days of receipt of notice. However, ArchiSnapper may terminate this Agreement immediately upon written notification to Customer in the case of Customer’s breach of ArchiSnapper’s intellectual property rights or restrictions on Customer’s use of Products.

GT9.2 Upon termination for any reason, all Products granted under this Agreement shall immediately terminate. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected. Termination shall not release Customer from any obligation to pay for the full term of the Agreement.

GT10 Miscellaneous.

GT10.1 Excusable Delays. In no event shall either party be liable to the other for any delay or failure to perform hereunder due to causes beyond the reasonable control of that party. Failure to make payment under this Agreement shall not be considered an excusable delay.

GT10.2 Publicity. Customer will not issue any press release, advertising, nor other public materials that use the Marks or refer to ArchiSnapper or its licensors, the existence of this Agreement, the Products or the Professional Services provided without ArchiSnapper’s prior written consent. ArchiSnapper may identify Customer on its client list and may use a mutually agreed general description of the nature of the relationship in promotional materials, presentations, and proposals to current and prospective clients. Notwithstanding anything to the contrary herein, either party may identify the other party or disclose the existence of this Agreement to its attorneys, auditors and in connection with regulatory filings.

GT10.3 Feedback. Customer's comments, suggestions, or other feedback are provided voluntarily, and ArchiSnapper may use any feedback as it sees fit.

GT10.4 Binding Effect. This Agreement shall be binding upon the parties and their respective legal successors and permitted assigns.

GT10.5 Assignment and Transfer. Customer may not in whole or part, assign, transfer, novate, subcontract or sublicense this Agreement or any right or obligation under it except with ArchiSnapper’s prior written consent, and any assignment made in violation of this provision shall be invalid. Transfer or assignment requests are at ArchiSnapper’s discretion.

GT10.6 Export Regulations. Customer acknowledges that Trade Controls may restrict use, disposition, export, reexport, transfer or other action taken with respect to the Products and any other goods, services, software and technical information provided in connection with this Agreement. Customer warrants and represents that it, its Affiliates, and anyone who uses the Software or Services on behalf of the Customer, (1) are not a Sanctioned Person and (2) none of Customer, its Affiliates, and anyone who uses the Software or Services on behalf of the Customer shall provide any items under this Agreement to a Sanctioned Person.

GT10.7 Entire Agreement. This Agreement is the entire agreement between Customer and ArchiSnapper relating to the Service and supersedes all prior or contemporaneous oral or written communications, proposals and representations relating to such. Notwithstanding the foregoing, this Agreement does not affect any prior or separate agreement between the parties for any other Products or Professional Services. Any purchase order, terms, Vendor Management System terms or other document issued by the Customer will be for administrative purposes only and any such terms will not alter or supplement this Agreement. Except as explicitly set forth herein, this Agreement will not be modified by any other act, usage, custom, or course of dealing and any document seeking to modify this Agreement must be agreed to by both parties. In no event is ArchiSnapper’s agreement to use a Vendor Management System at Customer’s request an agreement to modify the terms and conditions of this Agreement. Unless otherwise agreed in writing or as otherwise set forth herein, this Agreement (1) does not terminate or change the Customer's rights or obligations of any prior ArchiSnapper agreement for ArchiSnapper Products of another type that have not been ordered under this Agreement, and (2) supersedes any "clickwrap" license incorporated in the Software.

GT10.8 Severability. If any provision of this Agreement is illegal or unenforceable in any jurisdiction, that provision shall remain effective with respect to any jurisdiction in which it is legal and enforceable, and the remainder of this Agreement will remain valid and enforceable anywhere.

GT10.9 Notices. Notices will be deemed effectively given:

1. when received, if delivered by hand, with signed confirmation of receipt;
   
2. when received, if sent by a nationally recognized overnight courier, signature required;
   
3. when by e-mail, with confirmation of receipt, if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and
   
4. on the fifth (5th) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
   

Notices to ArchiSnapper must be sent to ArchiSnapper BV., 2291 Wood Oak Drive, Herndon, VA 20171, Attention: General Counsel,.

All communications and notices pursuant to this Agreement must be in the English language.

GT10.10 ArchiSnapper Amendments to Agreement. ArchiSnapper reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: http://archisnapper.com/terms and http://safetysnapper.com/terms

GT10.11 Waiver. A failure or delay of either party to this Agreement to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any provision of this Agreement. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

GT10.12 Survival. Terms regarding payment, termination, ownership, intellectual property rights, warranties, limitations of liability, governing law, dispute resolution, confidentiality, severability, waivers, and audit will survive the expiration or termination of this Agreement.

GT10.13 E-mail Communications. Customer consents to receiving email messages from ArchiSnapper that may constitute “commercial e-mails” under the CAN-SPAM Act. Customer may at any time “opt out” of receiving future emails from ArchiSnapper.

GT10.14 Independent Contractor. Each party is at all times acting as an independent contractor under this Agreement and not as an agent, employee, joint venturer or partner of the other.

GT10.15 Customer agrees to the terms of this Agreement and represents that the signatory signing or agreeing to online terms on behalf of Customer has authority to enter into this Agreement.

SAAS TERMS

These SaaS Terms, as well as the General Terms and the applicable Order Form (if any) (which are expressly incorporated by reference), govern the agreement between Customer and ArchiSnapper for ArchiSnapper’s Services (“Agreement”).

ST1 Definitions. In addition to the definitions below, the SaaS Terms uses terms defined in the General Terms.

ST1.1 "Administrator" means an appointed employee of Customer with the ability to make service requests plus rights to reset an administrative password with respect to the Services. Customer will have one Administrator.

ST1.2 "Authorized User" means an individual who is authorized by Customer to access and use the Services, who must be (i) employees of Customer, (ii) employees of an Affiliate, or (iii) third party personnel contracted to operate the Services on behalf of Customer. Customer is responsible for verifying that its Authorized Users are properly authorized in accordance with applicable law, regulatory requirements, and obligations under this Agreement.

ST1.3 "Reserved"

ST1.4 "Named User" means anyone Customer has authorized to use the SaaS by issuing an access code. A Named User is an Authorized User.

ST2 Services Rights & Subscription Period. ArchiSnapper grants to Customer a non-exclusive, non-transferable, non-sublicenseable right to access and use the Services for Customer’s business use (meaning for purposes which do not involve the re-sale of the Services) during the Subscription Period. Customer shall have no right to receive any object code or source code relating to the Services. Customer grants to ArchiSnapper a non-exclusive, non-transferable right to access and use Customer Data as reasonably required to provide the Services. Customer may not copy or incorporate portions of the Documentation or "screen shots" of the Services except in training materials for Customer's internal use only, provided that the incorporated materials shall bear a notice of ArchiSnapper's copyright. While ArchiSnapper will take commercially reasonable efforts to make the Services available, Customer is responsible for acquiring and maintaining access to the internet (including but not limited to using an adequate web browser) in order to access and use the Services. ArchiSnapper shall not be liable for any failure of or interruption to such access and use resulting from failure or impairment of any network, software, web browser or equipment not under the control of ArchiSnapper. Customer shall be solely responsible for obtaining and maintaining all hardware and software necessary to access the Services.

ST2.1 Renewal of Orders. Unless either party has given the other party written notice of non-renewal of Services at least thirty (30) days prior to the end of a respective Subscription Period or renewal Subscription Period, each Service will renew for an additional period equal to the prior subscription period. In the event Customer renews the Service early, the renewed Service shall begin the day following the last day of the previous Subscription Period. If a Service is terminated or suspended, ArchiSnapper may charge its then-current setup fee to restore the Service.

ST2.2 Assignment or Transfer. To effectuate an assignment of SaaS made pursuant to the terms of this Agreement, the assignee shall provide evidence of the transaction and, if applicable, shall convert, true up, expand, or transfer the assigned Licenses subject to ArchiSnapper's then-current fees.

ST3 Use of SaaS Services.

ST3.1 Policy on Acceptable Use. Customer is responsible for use of the Services by those to whom Customer provides access. ArchiSnapper reserves the right to deactivate or suspend Customer's or any Authorized User’s access if use of the Services is found or reasonably suspected, in ArchiSnapper's judgment, to violate the use restrictions set forth in this Agreement.

ST3.2 Use Restrictions. Customer agrees not to:

1. sell, lease, sublicense, assign or otherwise transfer its rights to access and use the Services,
   
2. copy, modify, publish, sell, export, distribute, transfer or perform, or prepare derivative works of, reverse engineer, decompile or otherwise attempt to extract the source code or source data from the Services except and only to the extent permitted or required by law,
   
3. disclose, display or grant access to any part of the Services to any person or entity who is not an Authorized User, including, without limitation, any consultant or customer of Customer,
   
4. collect any information from the Services through the use of "web bots", "scraping", "crawling", "spidering", or any other method not explicitly approved in writing by ArchiSnapper,
   
5. provide, post, or transmit any data that infringes or violates any intellectual property rights or publicity/privacy rights, or that contains any viruses or programming routines that may damage, interrupt or appropriate the Services,
   
6. use or make the Services available on a service bureau or time sharing basis,
   
7. use the Services or Documentation to create any service offering, computer software program, training materials or user documentation that is substantially similar to the Services or Documentation,
   
8. use or facilitate use of the Services in any way that is harassing, harmful, obscene, threatening, libelous, or otherwise tortious, or for illegal, abusive or unethical activities (including violations of law or privacy, hacking or computer viruses),
   
9. use the Services in any application or situation where failure of the Services could lead to death or serious bodily injury of any person, or to severe physical or environmental damage,
   
10. attempt to disable or circumvent any security mechanisms used by the Services or otherwise attempt to gain unauthorized access to any portion or feature of the Services, including using manual or electronic means to avoid any use limitations placed on the Services, such as access and storage restrictions,
    
11. use of the Services (including use of any device, software or routine) in a way that interrupts or interferes with, or attempts to interrupt or interfere with, the proper operation and working of the Services or any transaction being conducted on the Services, or increases risk to the integrity of any network, computer or communications system,
    
12. forge headers or otherwise manipulate identifiers in order to disguise Customer’s or any Authorized User’s identity, or the origin of any message or other communication that Customer or any Authorized User sends to ArchiSnapper in connection with the Services,
    
13. access or use the Services for purposes of monitoring the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes, including monitoring traffic absent permission or falsifying origin of data traffic,
    
14. use the Services to process or store classified data. If Customer introduces classified data into the Services, Customer will be responsible for all sanitization costs incurred by ArchiSnapper,
    
15. permit any Authorized User or other third party to do any of the foregoing.
    

ST3.3 ArchiSnapper Use of Services. ArchiSnapper may access and use the Services at Customer's request or to provide support. ArchiSnapper users do not count towards Customer's number of Authorized Users.

ST4 SaaS Add-Ons and Expansions. Customer may request to add new or expand existing Services, which will be agreed in writing and made coterminous with the anniversary date of the then-current Subscription Period and the fees will be prorated.

ST5 Authorized Users and Usage.

ST5.1 Authorized User IDs. Each Authorized User is issued a user ID and password which may not be shared or used by more than one person. However, a user ID and password may be reassigned from time to time to a new Authorized User replacing a former Authorized User. Customer is responsible for all access through Customer user IDs. Authorized Users are limited to the number specified in the applicable Order Form or subsequently added. Customer may not use or permit use of the Services or Documentation by anyone other than Customer's Authorized Users.

Customer will not permit access to any user who is listed by any government or law enforcement agency as a party with whom doing business has been restricted or prohibited for any reason, including without limitation, companies on the U.S. embargoed list, the U.S. Denied Persons List, FBI most wanted and Interpol most wanted.

ST5.2 Additional Authorized Users. Customer may add Authorized Users during a Subscription Period. The Subscription Period for any additional Authorized User shall end with the Customer's current Subscription Period for that Service and the Subscription Fee shall be prorated accordingly. Except where the Subscription Fee is a flat fee or the Order Form indicates otherwise, Customer agrees to notify ArchiSnapper if the number of Authorized Users increases and to pay the additional Subscription Fees as specified in the Order Form for those additional Authorized Users. The number of Authorized Users cannot be reduced during any Subscription Period.

ST5.3 Excessive Usage or Misuse. In the event that Customer's use of the Services degrades or otherwise interferes with the Services or other system performance, ArchiSnapper will take appropriate measures, which may include immediate suspension. ArchiSnapper will notify Customer of suspension; such notification will be in advance when reasonably possible. Upgrades to the processing capacity may be available at ArchiSnapper's option, but will be subject to an additional charge.

ST6 Service Updates.

ST6.1 ArchiSnapper Updates. ArchiSnapper regularly provides updates which may include alterations to and replacement of features and functionality. Some changes to the Services may occur automatically, while others may require Customer to schedule and implement the changes.

ST6.2 Customer Code. Customer acknowledges that if Customer provides ArchiSnapper any software code to promote into a test or production environment in the Services, ArchiSnapper reserves the right to review and, at its sole discretion, reject such code based on performance, security, or other issues involving the possibility of a disruption to the operation of the Services. Customer will not submit any code for promotion that contains any computer viruses, worms, Trojan horses, back doors, trap doors, time bombs, salamis, or any other code that permits the disabling or disruption of the Services.

ST7 Reserved .

ST8 Reserved .

ST9 Warranty.

ST9.1 Warranty. Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.

ST9.4 Disclaimer. NEITHER ARCHISNAPPER NOR ITS LICENSORS MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, TERMS, CONDITIONS, OR REPRESENTATIONS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ARCHISNAPPER DOES NOT WARRANT OR REPRESENT THAT THE PRODUCTS WILL BE TIMELY, COMPLETE, RELIABLE, ADEQUATE, ACCURATE, USEFUL, SECURE OR ERROR-FREE. ALL MOBILE APPLICATIONS AND SOFTWARE DOWNLOADS ARE PROVIDED AS-IS WITH NO WARRANTY AND ARCHISNAPPER ACCEPTS NO LIABILITY FOR ANY DAMAGES DIRECTLY OR INDIRECTLY CAUSED BY SUCH APPLICATIONS OR DOWNLOADS.

ST10 Customer Indemnification. If ArchiSnapper notifies Customer promptly in writing of a Claim and gives Customer full control of and assistance for the defense of such Claim, Customer will indemnify, defend and hold harmless ArchiSnapper against any damages finally awarded resulting from a Claim (including a Claim by an Authorized User) that:

1. Customer's grant of access to or misuse of the Services, harms any person, violates any law, or violates that third party's intellectual property rights, privacy, or other rights,
   
2. Customer has breached any third party terms, or
   
3. Customer Data harms any person, violates any law, or violates that third party's intellectual property rights, privacy, or other rights.
   

ST11 Security. Each party will implement reasonable and appropriate measures to protect Customer Data and prevent any unauthorized person or entity from gaining access to Customer Data. However, Customer is solely responsible for verifying that its Authorized Users are properly authorized to access its Customer Data in accordance with applicable law, regulatory requirements, and obligations under this Agreement. ArchiSnapper assumes no responsibility to verify nor will it contest Customer's representation that its Authorized Users are properly authorized to access Customer Data; therefore, ArchiSnapper assumes no responsibility for access granted improperly by Customer to unauthorized parties. Each party will use reasonable efforts to take prompt remedial measures to rectify such unauthorized access to the extent within its control. Each party, upon the discovery of a credible security threat from a malicious actor that could threaten the security and integrity of the other party’s network, may immediately disconnect any remote connections to the other party’s network until such time as the threat has been eradicated and recovery and restoration is at an acceptable level as determined by mutual agreement of the parties. Upon disconnection, the party will provide notice to the other party without undue delay. During the term of any disconnection, the parties shall maintain ongoing communications regarding the provisioning of the Software and/or Services.

ST12 Customer Data

ST12.1 Ownership of Customer Data. Customer owns all rights, title and interest in and to Customer Data and is solely responsible for the accuracy, integrity, quality, legality, reliability, appropriateness of and copyright permissions of any Customer Data and for adopting procedures to identify and correct errors and omissions in Customer Data.

ST12.2 Return of Customer Data. Upon Customer's written request made within thirty (30) days of termination or expiration of a Service or this Agreement, ArchiSnapper will return to Customer a single copy of all Customer Data in ArchiSnapper's then-current industry standard data extract format. Additional Customer Data copies shall be available for a fee. After such thirty (30) day period, ArchiSnapper shall have no obligation to maintain or provide any Customer Data and shall, unless legally prohibited, delete all Customer Data in its possession or under its control. Notwithstanding the foregoing, ArchiSnapper may retain Customer Data in backup media for an additional period of up to twelve (12) months, or longer if required by law.

ST13 Reserved .

GENERAL PRIVACY TERMS

1. Purpose and Scope. In order to provide Customer with the Service outlined in the Agreement, it is necessary for ArchiSnapper to interact with Customer Data, including Personal Data. The purpose of the Privacy Terms is to ensure compliance with applicable data protection laws related to Personal Data and any processing, maintaining, handling, storing, accessing, or other operation/set of operations performed by ArchiSnapper on such Personal Data in order to deliver the Service as per the terms of the Agreement.
   
2. Definitions. All capitalized terms used in the Privacy Terms shall have the same meanings set forth in the Agreement, unless specified below.
   
   1. “ Controller ” has the meaning referred to under the applicable Privacy Law definitions, namely the GDPR.
      
   2. “ Personal Data ” means information provided to ArchiSnapper by or at the direction of Customer, or to which access was provided to ArchiSnapper by or at the direction of Customer, in the course of ArchiSnapper’s performance under the Agreement that relates to an identified or reasonably identifiable natural person. Unless required by applicable law, Customer’s business contact information is not, by itself, entitled to the full scope of Data Subject rights as an individual’s Personal Data; ArchiSnapper has a legitimate interest in maintaining contact with the Customer for the purpose of performing the Services outlined in the Agreement. Business contact information will still be subject to appropriate safeguards.
      
   3. “ Personal Data Breach ” means the breach of security measures that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure or misuse of, access to, Personal Data Processed by ArchiSnapper.
      
   4. “ Privacy Laws ” means legislation, statutory instruments and any other enforceable laws, codes, regulations, or guidelines regulating the collection, use, disclosure and/or free movement of Personal Data that applies to any of the parties, to the Privacy Terms, or to this Agreement, including, in particular: (i) the European Union’s (“ EU ”) General Data Protection Regulation (EU) 2016/679 and any Member State implementing legislation (“ GDPR ”); and (ii) substantially similar privacy, data protection, or security laws applicable to the parties.
      
   5. “ Process, ” “ Processed ,” or “ Processing ” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.
      
   6. “ Processor ” has the meaning referred to under the applicable Privacy Law definitions, namely the GDPR.
      
3. Customer Obligations.
   
   1. ArchiSnapper undertakes Processing in accordance with the agreed upon terms of the Agreement as well as the Customer’s instructions. Therefore, it is incumbent upon Customer to ensure that proper procedures and processes, such as ensuring the lawfulness and fairness of Personal Data collection and issuing notice to individuals, are complied with prior to the transmittal to and Processing of Personal Data by ArchiSnapper. Personal Data shall be collected, transferred, and disclosed only in a manner that protects individuals’ privacy, while permitting the parties to efficiently execute the terms of the Agreement. Customer is responsible for providing appropriate information and obtaining any required consent from its users in accordance with applicable Privacy Laws prior to transmitting any Personal Data for Processing by ArchiSnapper. If Customer fails to comply with applicable requirements, Customer must immediately notify ArchiSnapper.
      
   2. Within the scope of Privacy Laws, individuals may have certain rights that they may exercise based on jurisdiction in relation to their Personal Data. These rights may include: the right to access, correct, update, disclose, delete, and port that individual’s Personal Data to withdraw their consent to Processing, opt-out of communications, restrict Processing of Personal Data, or make claims/complaints in relation to the exercise of such rights. As the responsible entity, Customer must respond to individuals’ requests to exercise their rights under Privacy Laws (“ Data Subject Request ”). ArchiSnapper will provide reasonable assistance to the Customer (at Customer’s request) should the Customer be unable to fulfil the request themselves in responding to individuals’ requests to exercise their rights, in accordance with applicable Privacy Laws. See Section 5 below.
      
   3. In the event Customer is subject to additional industry or data specific legal or regulatory restrictions, based on its area of business, jurisdiction, and/or categories of data it collects and maintains, including Personal Data beyond those covered in these Privacy Terms, such as data localization or record specific retention requirements, Customer is responsible for notifying ArchiSnapper of any and all such restrictions that may impact ArchiSnapper’s Processing activities. ArchiSnapper cannot be responsible for complying with all relevant restrictions applicable to Customer’s business about which it is not reasonably aware.
      
4. ArchiSnapper Obligations.
   
   1. ArchiSnapper ensures reasonable and appropriate technical, administrative, and organizational security measures are in place to provide Customer with a level of security proportionate to the risk of unauthorized access to or disclosure, copying, or distribution of Personal Data. Access may only be granted to authorized ArchiSnapper personnel to the extent needed to perform their duties and satisfy ArchiSnapper’s obligations under the Agreement and in accordance with Customer’s lawful written instructions. Such access typically occurs at the behest and with the consent of the Customer. Authorized ArchiSnapper personnel are subject to confidentiality obligations no less stringent than those set forth herein.
      
   2. ArchiSnapper may transfer or disclose Personal Data to affiliates located around the world in order to fulfil the terms of the Agreement, including, for example, fulfilling Customer support requests. In the event ArchiSnapper’s Processing activities involve transferring Personal Data from a country in the European Economic Area, Switzerland, and/or the United Kingdom (if applicable) to the United States or another country located outside those originating countries, Customer hereby acknowledges the application and incorporation of the Standard Contractual Clauses (“ SCCs ”), as may be amended from time to time by the European Commission. For the avoidance of doubt, ArchiSnapper is an EU-based Processor; therefore, the SCCs implemented by European Commission Decision (EU) 2021/914 of 4 June 2021 for the transfer of personal data to third countries pursuant to the GDPR , in particular Module Four: Transfer Processor to Controller, apply. See Attachment 1.
      
      1. Pursuant to Article 28(2) of the GDPR, Customer acknowledges and expressly agrees that ArchiSnapper may engage third party sub-processors in connection with the Services provided pursuant to the Agreement. Customer expressly agrees to the existing third party sub-processors identified in Annex 3 of Attachment 1.
         
      2. ArchiSnapper will notify Customer of any changes to or new third party sub-processors. If Customer has a reasonable basis to object to ArchiSnapper’s use of a new third party sub-processor, Customer shall promptly notify ArchiSnapper in writing within ten (10) business days after receipt of ArchiSnapper’s notice.
         
      3. ArchiSnapper shall enter into a data processing agreement with each relevant third party sub-processor. These agreements shall impose the same data protection obligations on the third party sub-processor as ArchiSnapper is subject to under these Privacy Terms. Where the third party sub-processor fails to fulfil its data protection obligations, ArchiSnapper shall remain fully liable to the Customer for the performance of the third party sub-processor's obligations.
         
   3. Without prejudice to any existing contractual arrangements between the parties, ArchiSnapper shall treat all Personal Data as strictly confidential and it shall inform its employees, agents, and/or subprocessors who are engaged in Processing the Personal Data of its confidential nature and ensure that all relevant employees, agents, and/or subprocessors are committed to a duty of confidentiality.
      
   4. If a law, court, regulator, or supervisory authority requires ArchiSnapper to disclose Personal Data subject to a legally enforceable order, ArchiSnapper must first (to the extent permitted by applicable law) inform Customer of the legal or regulatory requirement and give Customer an opportunity to directly and promptly object to or challenge the requirement at Customer’s cost and expense.
      
   5. In addition to providing the Service in accordance with the Agreement, ArchiSnapper may, under select circumstances, use aggregate, performance-related data for the primary purpose of testing, trouble-shooting, or development purposes provided that ArchiSnapper personnel remain bound by the same confidentiality obligations described in these Privacy Terms.
      
   6. In the event that ArchiSnapper becomes aware of a Personal Data Breach that affects the Processing of Customer’s Personal Data, it shall notify Customer without undue delay, but in no event later than seventy-two (72) hours after discovery, or in accordance with applicable Privacy Laws that impose a more stringent standard.
      
      1. ArchiSnapper shall provide necessary assistance and reasonably cooperate with Customer to identify, contain, and respond to Personal Data Breaches to the extent practicable under the circumstances.
         
      2. To the extent required by Privacy Laws, the parties shall ensure that the details of the Personal Data Breach and any subsequent notifications or reports related thereto remain Confidential Information.
         
   7. In accordance with and to the extent required by applicable Privacy Laws, ArchiSnapper shall make available to Customer information necessary to demonstrate compliance with the obligations under these Privacy Terms and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer upon Customer’s reasonable written request. Unless required by applicable Privacy Laws, the parties agree that any audits will be conducted no more than once in any twelve (12) month period.
      
      1. ArchiSnapper shall reasonably assist Customer in ensuring compliance with its obligations under Articles 32-36 of the GDPR (security of Processing, Personal Data Breach notification, Data Protection Impact Assessments, and prior consultation) taking into account the nature of the Processing and information available to ArchiSnapper.
         
      2. ArchiSnapper shall keep records of all Processing of Customer’s Personal Data by ArchiSnapper pursuant to Article 30 of the GDPR.
         
5. Data Subject Request.
   
   1. As noted in Section 3.2, certain individuals, defined as Data Subjects under the GDPR, may have available to them certain rights exercisable based on circumstances and jurisdiction. ArchiSnapper shall, to the extent legally permitted, promptly notify Customer if ArchiSnapper receives a Data Subject Request.
      
   2. Taking into account the nature of the Processing, ArchiSnapper shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request to the extent required by Privacy Laws and in the event Customer does not have the ability to address of its own accord.
      
6. Termination and return/destruction of Personal Data.
   
   1. Upon Customer’s termination of the Agreement, ArchiSnapper shall, at the discretion of Customer, either delete, destroy, or return all Personal Data to Customer and destroy or return existing copies. To the extent that applicable laws require ArchiSnapper to do otherwise, ArchiSnapper will continue to meet the obligations set forth in these Privacy Terms with respect to such Personal Data and will use it only for the purpose for which it has been kept, such as to meet legal retention requirements.
      
   2. The parties agree that the certification of deletion of Personal Data shall be provided by ArchiSnapper to Customer upon Customer’s written request.
      

The parties’ acceptance of the Agreement or Order Form qualifies as a signature to these Privacy Terms, including the SCCs, as appropriate, unless otherwise indicated or required by law. If so required by the laws or regulatory procedures of any jurisdiction, the parties shall execute or re-execute the SCCs as separate documents setting out the proposed transfers of Personal Data in such manner as may be required.

Privacy Terms - Attachment 1

As described in the Privacy Terms, in addition to the ArchiSnapper entity located in the EU, Processing activities may take place by affiliates of ArchiSnapper located in the EU, third countries deemed to offer an adequate level of data protection by the European Commission, as well as other third countries. The parties agree and acknowledge that the GDPR Chapter V lawful data transfer mechanism for Processing of Personal Data conducted in third countries not deemed adequate by the European Commission shall be the SCCs as implemented by European Commission Decision (EU) 2021/914 of 4 June 2021 for the transfer of personal data to third countries pursuant to the GDPR , in particular Module Four: Transfer Processor to Controller. As part of this Attachment 1, the Annexes to the SCCs have been included below.

In the event of any inconsistencies between the Agreement, the Privacy Terms and the SCCs pertaining to the transfer of Personal Data, the SCCs shall prevail.

If the SCCs are amended, replaced, or repealed by the European Commission or other competent authority under the GDPR, the parties shall work together, in good faith, to enter into an updated version of the SCCs or negotiate an alternative solution to enable the cross-border transfer of Personal Data in compliance with applicable Privacy Laws.

Annex 1 to the Standard Contractual Clauses

A. List of Parties

Data exporter(s): The data exporter(s) is the Customer, as defined in the Agreement.

…

Data importer(s): The data importer(s) is:

Name: ArchiSnapper and its affiliates, as appropriate Address: c/o Deltek Danmark A/S Vordingborggade 18-22 DK - 2100 Copenhagen Ø Contact person’s name, position and contact details: Tracy Schampers, Director; email: Privacy@Deltek.com Activities relevant to the data transferred under these Clauses: To provide the Services as set forth in the Agreement.

…

B. Description of Transfer

Categories of data subjects whose Personal Data is transferred:

Data exporter may submit Personal Data to the Services, including support services, the extent of which is determined and controlled by data exporter in its sole discretion and may include, but is not limited to, Personal Data relating to the following categories of data subjects:

• Prospects, customers, business partners, and vendors of data exporter;
  

• Employees, contractors, agents, vendors, and advisors of data exporter; or
  

• Data exporter’s users authorized by data exporter to use the Services.
  

Categories of Personal Data transferred:

• Name
  

• Title/role
  

• Email address
  

• Phone number
  

• Username
  

• Password
  

• Billing and company registered address
  

• Session cookie data – information concerning data exporter’s use of the Service (e.g., IP address, browser type)
  

• Communication preference
  

• Optional: camera footage, log-in details of mobile device log-ins, heat maps, surf recordings
  

…

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):

Personal Data is transferred for Processing based upon Customer’s use of the Service. As a SaaS offering, transfers may be on a continuous basis.

…

Nature of the processing:

The Personal Data Processed by ArchiSnapper is expressly and voluntarily provided by Customer in order to utilize the Servi ce and upon the instruction of Customer in accordance with the terms of the Agreement. ArchiSnapper may also collect anonymous information regarding Customer’s use of the Service. As such, ArchiSnapper may, for example, automatically log which sections of the Service are visited. This information is non-identifiable, but it allows ArchiSnapper to draw up statistics regarding the use of the Service.

…

Purpose(s) of the data transfer and further processing:

Personal Data is Processed by ArchiSnapper in the context of:

• Requesting a quote
  

• Creating an account
  

• Collaboration with ArchiSnapper
  

• Downloading the e-book
  

• Downloading templates
  

• Visiting the website
  

• Visiting the offices of ArchiSnapper
  

• Standard use of the Service, regardless of medium
  

• Subscribing to the newsletter and/or the blog
  

• Subscribing for a webinar, seminar and/or event
  

• The verification of account user identity (e.g. when contacting customer support)
  

• Incoming and outgoing correspondence with ArchiSnapper
  

• Communicating ideas to ArchiSnapper with regards to improving the Services
  

• The exchange of business cards
  

• A connection made between the Service and social network platforms
  

The period for which the Personal Data will be retained, or, if that is not possible, the criteria used to determine that period:

Personal Data shall be retained in accordance with the terms of the Agreement between the parties, unless otherwise agreed upon in writing between the parties or unless otherwise required by applicable law.

ArchiSnapper may engage third party sub-processors to provide parts of the Services and will endeavour to ensure that third party sub-processors only retain Personal Data to provide the Services and not for any other purpose.

Annex 2 to the Standard Contractual Clauses

Technical and organizational measures including technical and organizational measures to ensure the security of the data.

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

ArchiSnapper will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Personal Data transferred to ArchiSnapper and its affiliates. Additional documentation may be made reasonably available by ArchiSnapper.

ArchiSnapper undertakes to take reasonable, physical, technological and organisational precautions in order to avoid (i) unauthorised access to Customer Personal Data, and (ii) loss, abuse or alteration of Customer Personal Data.

ArchiSnapper shall store all Personal Data which it has collected in the cloud with data centre(s) within the EU. Notwithstanding ArchiSnapper’s security policy, the checks it carries out and the actions it proposes in this context, an infallible level of security cannot be guaranteed. Since no method of transmission or forwarding over the internet, or any method of electronic storage is 100% secure, ArchiSnapper is, in this context, not in a position to guarantee absolute security.

Finally, the security of Customer’s accounts will also partly depend on the confidentiality Customer’s maintain of their own passwords in obtaining access to the Service. ArchiSnapper will never ask for passwords, meaning that Customer should never to communicate it personally. If Customer’s do, nonetheless, communicate passwords to a third party – for example because this third party has indicated that it wishes to offer additional services – Customer has thereby granted this third party access to the account(s) and any Personal Data stored therein via that password. In such cases, Customer remains are liable for the transactions which occur as a result of the third party’s use made of the account. ArchiSnapper therefore strongly advise Customer that, if a third party has accessed the account, Customer must immediately change the password(s) in question and contact ArchiSnapper.

Annex 3 to the Standard Contractual Clauses

List of Sub-processors

This list contains the authorized sub-processors involved in ArchiSnapper’s Processing under the Agreement. Customer’s signature to the Agreement and/or Order Form represents their authorization to use the following sub-processors:

Amazon Web Services – cloud hosting platform provider

Braintree (a PayPal, Inc. service) – credit card payment processor

Additional infrastructure management, set-up, maintenance, and support are provided by: Cloud66 Incorporated ; Intercom R&D Unlimited Company ; Zoho Corporation Pvt. Ltd. ; Uptime Robot Service Provider Ltd. ; and cloudradar GmbH .

Customers are subject to subprocessing by Oracle for customer support and maintenance purposes. Additional third party subprocessing is completed as required to deliver the Services in accordance with the terms of the Agreement.