User Agreement regarding the Snoobi Service (the “Agreement”)

The goal of this agreement

This agreement is concluded between Snoobi B.V. (“Snoobi”) and the Customer with regard to the Customer’s right to use the Snoobi Analytics Service ( “Service”) provided by Snoobi B.V. By signing up for the service, the Customer agrees to the following terms. For modules and add-ons there may be additional, third-party terms.

Registration

Customer or representative of the Customer registers the Customer as a user of the service by filling in the order form for the Service or ordering the service via another method in which the Client agrees to this Agreement. Snoobi has the right to accept or decline the registration. Both parties undertake to safeguard the confidentiality of the data collected. The Customer is responsible for all matters arising in relation to the user account and the password that is provided to the Customer. The Customer undertakes to use the Service in accordance with the legal norms and morals.

Pilot period

If a pilot period has been agreed, it is only valid for the period as stated on the website or in a separate agreement and may be applied only once by an organisation. The user of a pilot period expressly agrees that Snoobi contacts the user during the Pilot Period to provide the user with information and to make an offer for the further use of the Service. Snoobi may reject the application for a Pilot or stop the Pilot during the term if a user does not comply to the obligations arising from this Agreement. During a free pilot period the administration of the service is limited.

Cost and billing

Unless otherwise agreed, no costs are due during the pilot period. The paid service will be charged to the Customer on the basis of the actual price list. If there are changes in the price of the service, the customer will be notified at least one month before the start of the change. Following the announced price change, the Customer is entitled to terminate the agreement for the service from the effective date of the amended price. The Customer will pay in advance. The due date for payment is 30 days after the invoice date. The standard VAT rate applies.

Service an service level

The Service is a Software as a Service (SaaS) solution. Use of the service is only possible by using an Internet browser that meets the following minimum requirements: use of the latest or previous version of commonly used Internet browsers and use of javascript. For proper operation of the Service the use of specific browsers and Internet cookies may be required; the user explicitly agrees to the use of cookies for this purpose.

Beta versions and functionality

It is possible that functionality in Snoobi is still incomplete, or not yet sufficiently tested in the practice (so-called Beta Features). These featuers are provided by Snoobi to user at no cost. However, user can not claim continuation of these features in following Snoobi releases. Also, Snoobi can not be held responsible for not (fully) functioning thereof. Whether or not a feature is in a beta-test phase, can be seen by the indication (ß); user is informed if the use of (ß) is not possible or practical.

Obligations of the customer

The Customer is obliged to keep his contact and billing information up to date. The customer has the duty to provide the designated contact person of the necessary information and powers to fulfill the obligations specified in this Agreement regarding contact with Snoobi.

The Customer agrees to not in any way combine the data collected by Snoobi with data collected by other means for the purpose of collecting personal information from individuals unless approved in advance explicitly by these individuals. Customer will not send emails through Snoobi if not explicitly allowed in advance by the addressee and will immediately honor and process any unsubscribe emails.

The use of API and integrations that make use of Snoobi-connections or those of others, are subject to Fair Use policy.

The rights and obligations of Snoobi

Snoobi aims to keep the service available to clients during office hours, except temporary interruptions due to scheduled maintenance or unforeseen technical problems.

Snoobi has the right to change, add or remove the features, availability and hardware requirements of the Service. Critical corrections of errors and legal requirements are implemented as soon as possible. The Customer will be informed as soon as possible if the modified, added or modified data changes requiere changes in the systems of the Customer. Snoobi is not liable for any costs this entails for the customer. Snoobi retains the right to terminate the Service at any time if there are reasons to believe that the Customer fails to comply with the Agreement.

The Customer is liable for any damage caused by the use of the service to itself, Snoobi or third parties. If Snoobi is obliged to compensate the Customer for failure to fulfill the obligations of this Agreement or due to errors or omissions, this compensation can never exceed the amount paid by the customer for the service during one (1) billing period. Snoobi is not responsible for any direct or indirect damages, including lost profits, loss of data and sales, termination of service and the losses that may arise as a result, or property damage. Snoobi does not guarantee the Service with respect to the integrity or suitability of the Service for a particular use by the Client.

Snoobi reserves the right to conclude an API connection or link with a third party, if the Customer does not comply with the ‘Fair Use’ policy with respect to this connection.

Property of data

Specific data as it is collected by Snoobi based on the agreement with the Customer of customer’s website(s) are the property of the Customer. The Customer is entitled to use the information in accordance with the Agreement. The data is available to the Customer through the Service and the right of the Customer to these data is limited to the layout and form as it appears in the Service. Snoobi has the right to use anonymous data to improve the overall service, statistical analysis and benchmarking.

Snoobi will store data and archives at least during the duration of the contract.

During this period, the Customer has access to this data through the Service. Snoobi may use the format of the data and the data itself to enable and improve the Service to the Customer. Snoobi will never deliver Customer data to third parties except for situations which require transfer for delivery or continuation of the service. Snoobi can deliver customer-specific data to third parties only if the Customer has given its prior express consent. The right to the data by the customer ends when this Agreement is no longer valid. All parties declare to operate independently and to adopt all necessary provisions to make access to the data and confidential information secure and to comply with all legal regulations regarding the use and access to this data.

Marketing

Snoobi has the right to use the data in its customer database for its own marketing activities. Snoobi may transfer such information to its partners if it is necessary to maintain the level of service. Snoobi does not carry customer data to third parties unless necessary to maintain the system and to ensure continuity of service. Snoobi may use the name of the customer as a reference, without specifically mentioning the application of the Service.

The validity of the agreement

Both parties have the right to terminate the Agreement by written or electronic notice. After the notice of termination, the Agreement shall be valid until the end of the current contract, but at least one month. Snoobi has the right to terminate the Agreement without notice if the customer has not paid its outstanding bill two weeks from the date of the payment reminder, or if Customer violates the terms and conditions of the Agreement, or if bankruptcy or receivership is requested for the Customer, or if Customer fails according to an authority to respect its obligations under the terms of this Agreement. Upon termination of the contract due to default of payment Snoobi’s right to payment of the invoice remains unaffected.

Snoobi has the right to change the terms of this Agreement. Customer contact is notified of the changes in writing or electronically at least one month before the changes are in force. In this case the customer has the right to terminate the Agreement as soon as the new conditions are in place. Regardless of the criteria for termination and the terminating party, the costs fulfilled by the customer are not refundable upon termination.

Force majeure

None of the parties to this Agreement shall be liable for delays or damage caused by obstacles that are beyond the control of Snoobi or the Customer to the extent that these cases could not reasonably be predicted at the time the agreement was made, and insofar as the effects of these conditions could not reasonably be avoided or solved. It may involve

obstacles such as fire, war, terrorism, insurrection, confiscation, civil disturbances, seizure, strikes, occupation, a boycott or other industrial action, even in the case where the party to this Agreement is involved. The party of this Agreement shall immediately notify the other party to the Agreement in writing of the occurrence and the come to an end of the force majeure.

Miscellaneous

Apart from these conditions, the parties are bound by the general terms and conditions of Snoobi B.V.

This agreement is subject to the Dutch law. Should conflicts arise in connection with this Agreement, the Amsterdam District Court has jurisdiction to issue a ruling.