1. Parties to the Agreement

This Business Agreement (the "Agreement") is made between Snaarp, a company organised under the laws of Delaware ("Snaarp"), and the organisation agreeing to these terms ("Client"). Snaarp and Client are each referred to as a "Party" and collectively as the "Parties."

2. Definitions

• -Services: The cloud data management, storage, endpoint security, and related services provided by Snaarp.
• -Client Data: Any data, files, content, or information uploaded or otherwise provided by the Client through the use of the Services.
• -Order Form: The ordering document, whether online or offline, through which the Client subscribes to Snaarp’s Services.

We reserve the right to evaluate the provided registration data at any time.

3. Provision of Services

Snaarp will provide the Services in accordance with the terms and conditions specified herein. The Client may access and use the Services only in compliance with the Agreement and any applicable laws.

Term & Termination

• -Term: This Agreement will begin on the Effective Date and will remain in effect until terminated by either Party in accordance with the terms herein.
• -Termination by Either Party: Either Party may terminate this Agreement if the other Party materially breaches any provision of this Agreement and fails to remedy the breach within thirty (30) days after receipt of notice.
• -Termination by Snaarp: Snaarp may terminate this Agreement immediately if required by law, in case of misuse of the Services by the Client, or upon an egregious violation of Snaarp’s Acceptable Use Policy.

4. Fees & Payments

6. License

Snaarp grants the Client a limited, non-exclusive, non-transferable license to use the Software and Services solely for internal business purposes. This license does not include any right to sublicense or resell the Services.

7. Data Protection and Security

• -Client Data: The Client retains all ownership of Client Data. Snaarp will process Client Data only as necessary to provide the Services.
• -Data Security: Snaarp will implement reasonable administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of Client Data. Snaarp may update its security measures from time to time to improve overall protection.

8. Compliance with Laws

The Client agrees to comply with all applicable laws when using the Services, including those related to data protection, intellectual property, and export control.

9. Confidentiality

• -Confidential Information: Both Parties may receive confidential information from the other during the course of the Agreement. Each Party agrees not to disclose the other Party’s confidential information and to use it solely for purposes related to the Agreement.
• -Permitted Disclosures: Confidential information may be disclosed only to employees, contractors, or legal advisors who need to know it to fulfil the Agreement and are bound by confidentiality obligations.

10. Intellectual Property Rights

• -Snaarp IP: All intellectual property rights in the Services, Software, and related technology belong exclusively to Snaarp
• -Client Feedback: The Client may provide feedback about the Services. Snaarp may use this feedback to improve the Services without any obligation to the Client.

11. Limitation of Liability

To the maximum extent permitted by law:

• -No Consequential Damages: Neither Party will be liable for any indirect, special, incidental, or consequential damages arising out of or in connection with this Agreement.
• -Limitation on Amount of Liability: Snaarp’s total liability under this Agreement will not exceed the amount paid by the Client during the twelve (12) months prior to the claim.

12. Indemnification

• -By Client: The Client agrees to indemnify and hold Snaarp harmless from and against any third-party claims arising out of the Client’s misuse of the Services or breach of this Agreement.
• -By Snaarp: Snaarp will indemnify the Client against any third-party claims alleging that the Services infringe any intellectual property rights.

12. Indemnification

• -By Client: The Client agrees to indemnify and hold Snaarp harmless from and against any third-party claims arising out of the Client’s misuse of the Services or breach of this Agreement.
• -By Snaarp: Snaarp will indemnify the Client against any third-party claims alleging that the Services infringe any intellectual property rights.

13. Dispute Resolution

• -Arbitration: Any disputes arising out of or in connection with this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association, with the venue in Delaware.
• -Governing Law: This Agreement is governed by the laws of Delaware, USA.

14. Miscellaneous

• -Assignment: The Client may not assign or transfer this Agreement without Snaarp’s prior written consent.
• -Force Majeure: Neither Party will be liable for any failure to perform due to causes beyond its reasonable control, including natural disasters, war, or acts of government. - Entire Agreement: This Agreement, along with the Order Form, represents the entire agreement between the Parties and supersedes any prior agreements or understandings.

15. Notices

Notices under this Agreement must be in writing and sent to the addresses provided by the Parties, either by email, certified mail, or courier.

12. Contact Information

If the Client has questions regarding this Agreement, they may contact Snaarp at us at [email protected] .