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.
Capitalized terms have the meaning described in Section GT1.
means any entity that is controlled by Customer, or is under common
control with Customer, through more than fifty percent (50%) ownership.
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.
means, without limitation, workarounds, support releases, component
replacements, patches and/or documentation changes made available by
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
means a failure to operate substantially in accordance with the
means any dispute or claim arising out of or related to this Agreement.
means the user instructions, user guides, training guides, manuals, or
educational materials for the Products provided by ArchiSnapper for
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
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
means registered or unregistered trademarks, service marks, trade names,
logos, service names, or other proprietary markings.
means any use of the Products in disregard of any Documentation, other
written instructions, warning messages, or known or reasonably anticipated
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
means collectively, ArchiSnapper’s Software and Services offered to
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.
means the ArchiSnapper application or applications provided as a service
means, collectively, any ArchiSnapper applications provided as SaaS that
are ordered by Customer, including services provided under a maintenance
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.
GT1.25 “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
GT2 Invoicing; Payment; Taxes.
(SECTION GT2 APPLIES ONLY TO TRANSACTIONS BETWEEN ARCHISNAPPER AND
CUSTOMER AND DOES NOT APPLY TO TRANSACTIONS BETWEEN CUSTOMER AND
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
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.
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.
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
The Confidentiality obligations described above do not apply to
GT4 Compliance with Law.
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.
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.
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
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
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).
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.
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.
GT6.2 Dispute Resolution
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
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.
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.
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
GT8. ArchiSnapper Indemnification for Infringement.
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.
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.
GT10.1 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.
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.
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.
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.
Notices will be deemed effectively given:
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
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
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.
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
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.
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
In addition to the definitions below, the SaaS Terms uses terms defined
in the General Terms.
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.
ST1.4 "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:
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 .
Your use of the Service is at your sole risk. The service is provided on
an “as is” and “as available” basis.
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:
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
ST13 Reserved .
GENERAL PRIVACY TERMS
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
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
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
The data exporter(s) is the Customer, as defined in the Agreement.
The data importer(s) is:
Name: ArchiSnapper and its affiliates, as appropriate
Address: c/o Deltek Danmark A/S
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:
Categories of Personal Data transferred:
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
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:
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
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
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
Amazon Web Services
– cloud hosting platform provider
(a PayPal, Inc. service) – credit card payment processor
Additional infrastructure management, set-up, maintenance, and support are
Intercom R&D Unlimited Company
Zoho Corporation Pvt. Ltd.
Uptime Robot Service Provider Ltd.
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