SnapProof Pro Terms and Conditions

Last Updated: April 19, 2026

These Terms and Conditions Agreement, including any Order Forms (collectively, the “Agreement”), govern Customer’s use of the Services. This Agreement is between SnapProof Pro, a Washington Limited Liability Company with its principal place of business at PO Box 127, East Olympia, WA 98540 (“SnapProof Pro,” “we,” or “us”) and the customer contracting entity identified (a) in an Order Form, or (b) if no Order Form exists, the business entity associated with the billing account for the Services, as identified during account registration (“Customer”). SnapProof Pro and Customer may also be referred to individually as a “Party” or together as the “Parties.” Capitalized terms used but not otherwise defined have the respective meanings designated in Section 1. The “Effective Date” is the effective date set forth in the Order Form, or if no Order Form exists, the date Customer first accesses or uses the Services.

This Agreement incorporates the SnapProof Pro Privacy Policy (the “Privacy Policy”), available at https://www.snapproofpro.com/privacy-policy, which contains information on how SnapProof Pro collects, uses, and shares Personal Data for its own purposes. The Privacy Policy is not a part of this Agreement and may be changed from time to time, but by agreeing to this Agreement, you acknowledge and consent to the collection, use, sharing, and disclosure of your Personal Data as described in the Privacy Policy, as it may be modified from time to time.

1. Definitions

1.1 “Affiliates” means an entity that controls, is controlled by, or is under common control of a Party, where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interest of such entity or party (but only for so long as such control exists) or the right to otherwise control the decision making of the subject entity.

1.2 “Authorized User” means any individual or agent authorized by Customer to access or use the Services.

1.3 “Beta Services” means SnapProof Pro services, features, or functionality that SnapProof Pro may make available to Customer that have not been made generally available and have been designated as beta, pilot, limited release, preview, non-production, pre-release, or a similar designation.

1.4 “Customer Data” means any content, data, information, Personal Data (as defined in the Privacy Policy), photographs, video, audio, and other materials submitted by Customer or an Authorized User to the Services. Customer Data excludes Aggregated Data, any content from publicly available sources, and any suggestion, enhancement request, recommendation, correction, or other feedback relating to the Services.

1.5 “Data Protection Law” includes (without limitation) any federal or state data protection laws in effect and applicable to SnapProof Pro’s processing of Customer Personal Data in the United States, including the Washington My Health My Data Act (to the extent applicable), the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act (“CCPA/CPRA”), and any other comprehensive state consumer privacy laws in effect. Each Party is responsible for fulfilling its respective obligations under applicable Data Protection Law.

1.6 “Data Subjects” means the identified or identifiable person to whom Customer Personal Data relates.

1.7 “Intellectual Property Rights” means all rights, title, and interest in all intellectual property, including patents, copyrights, trade secrets, mask works, trademarks, and other intellectual property rights of any sort throughout the world.

1.8 “Installment Plan” means the payment schedule for the Fees and other fees, as applicable, that allows for periodic payments following a monthly or quarterly frequency.

1.9 “Order Form” means an ordering document or an online order provided by email or through the Service interface specifying the parts of the Service to be provided by SnapProof Pro to Customer under this Agreement.

1.10 “Personal Data” has the meaning set forth in the Privacy Policy.

1.11 “Service” or “Services” means SnapProof Pro’s software-as-a-service, and all associated Updates, offered on a subscription basis by SnapProof Pro, including jobsite documentation, photo/video capture, reporting, and related productivity features.

1.12 “Subscription” means the access to the Services purchased by Customer.

1.13 “Subscription Term” means the entire period during which Customer is entitled to use the Services, including the initial term and any applicable renewal terms.

1.14 “Updates” means all updates, enhancements, and other modifications that SnapProof Pro makes generally available, at no additional charge, to its customers of the Services.

2. Provision of the Services

2.1 Access to the Services. Subject to Customer’s compliance with this Agreement, SnapProof Pro shall make the Services available to Customer during the Subscription Term for Customer’s internal business use. SnapProof Pro may update the content, functionality, and user interface of the Services from time to time in its sole discretion.

2.2 Protection of Customer Data. SnapProof Pro shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Where Customer’s use of the Services includes processing of Customer Personal Data, such processing will be governed by this Agreement and the Privacy Policy. Customer shall only provide to SnapProof Pro the minimum amount of personal data necessary to enable Customer to use the Services in accordance with this Agreement. Customer acknowledges and agrees that SnapProof Pro does not process Customer Data photos or videos for the purpose of identifying any individual.

2.3 Beta Services. SnapProof Pro may make certain Beta Services available to Customer at no charge. Customer may elect, at its option, to participate in any Beta Service. Customer’s use of any Beta Service is subject to additional restrictions SnapProof Pro specifies. Beta Services are solely for Customer’s evaluation purposes, are subject to Section 3.3 (Restrictions), and are provided “as is” with no warranties or contractual commitments. SnapProof Pro may change or discontinue Beta Services at any time without notice or liability.

3. Use of Services

3.1 Non-Exclusive License. SnapProof Pro hereby grants Customer a non-exclusive, non-sublicensable, non-transferable (except as specifically permitted in this Agreement), revocable right to access and use the Services, pursuant to the terms of this Agreement, during the applicable Subscription Term.

3.2 Usage Rights; Customer Responsibilities. Customer agrees to access and use the Services only for its own internal business purposes in accordance with this Agreement. Only Authorized Users are permitted to access and use the Services. Customer shall be solely responsible for (a) Authorized Users’ compliance with this Agreement and any activities that occur as a result of Authorized Users’ access to the Services; (b) the accuracy and quality of Customer Data, the means by which Customer acquired Customer Data, and obtaining appropriate usage rights with respect to Customer Data, including any required consents from individuals who may appear in photos or video captured using the Services; (c) maintaining the confidentiality of Customer usernames, passwords, and other account credentials; and (d) ensuring Authorized Users use the Services only in accordance with this Agreement. Customer shall follow all requirements under applicable law, including providing notice and disclosures to Authorized Users and/or Data Subjects as required by applicable Data Protection Law. Customer shall notify SnapProof Pro promptly upon learning of any unauthorized use of or access to the Services.

3.3 Restrictions. Customer shall not, and shall not permit others to, without the express written permission of SnapProof Pro: (a) make the Services available to, or use the Services for the benefit of, anyone other than Customer and its Affiliates; (b) rent, sublicense, re-sell, assign, transfer, distribute, time share, or similarly exploit the Services; (c) reverse engineer, disassemble, decompile, create derivative works from, copy, modify, adapt, hack, or otherwise attempt to gain unauthorized access to the Services or their related systems or networks; (d) publicly display or distribute the Services, including screenshots, screen captures, or videos of the Services; (e) access the Services or SnapProof Pro’s Confidential Information to build a competitive product or service; (f) alter, hide, or remove any proprietary trademark or copyright markings; (g) share Authorized User login credentials among more than one individual; (h) purchase any services through the Services that are prohibited in Customer’s jurisdiction; (i) use any software, devices, scripts, crawlers, robots, or other automated processes to copy, scrape, or systematically acquire any content contained within the Services; (j) use the Services to store or transmit harmful, abusive, threatening, obscene, defamatory, bigoted, or otherwise objectionable material; (k) use or incorporate the Services into any large language model, algorithmic software program, data set, artificial intelligence model, or generative artificial intelligence tool; or (l) access or use the Services (1) to send or store infringing, obscene, threatening, or otherwise unlawful material, (2) in violation of applicable laws, (3) to transmit malware or harmful code, or (4) in a manner that interferes with or disrupts the integrity or performance of the Services.

3.4 Customer Data Moderation. Customer is solely responsible for Customer Data and ensuring it complies with this Agreement and applicable law. SnapProof Pro does not pre-screen Customer Data and is not obligated to monitor or review it. However, SnapProof Pro reserves the right, but not the obligation, to access, review, and remove or disable access to any Customer Data at any time, without prior notice, if SnapProof Pro reasonably believes the Customer Data violates Section 3.3, poses a security risk, creates liability for SnapProof Pro, or violates any applicable acceptable use policy. Removal of Customer Data shall not relieve Customer of its payment obligations or liability for the removed content.

3.5 Account Administration. Customer must register for an account to use the Services (“Account”). Customer may specify an Authorized User to be administrator (the “Administrator”) to manage the Account, and SnapProof Pro is entitled to rely on communications from an Administrator when servicing Customer’s account. Customer is responsible for removing Authorized Users and Administrators, and for all use of the Services by its Authorized Users.

3.6 Disabling Access. SnapProof Pro may disable Customer’s or any Authorized User’s access to the Services if the Customer or Authorized User (a) violates this Agreement, (b) uses the Services in a manner that SnapProof Pro reasonably believes may cause a security risk, a disruption to others’ use of the Services, or liability for SnapProof Pro, or (c) uses the Services for suspected fraudulent or illegal activities. Disabled account access shall not relieve Customer’s obligation to pay all amounts due.

3.7 Ownership Disputes. If ownership of an Account is disputed, SnapProof Pro reserves the right, at any time and in its sole discretion, with or without notice, to determine rightful ownership and to transfer or suspend the Account until the disputing parties reach a resolution. SnapProof Pro may request documentation such as a government-issued photo ID, a credit card invoice, or a business license to help determine rightful ownership.

3.8 Access by Competitors. Except with SnapProof Pro’s prior written consent, SnapProof Pro’s direct competitors may not access the Services. In addition, the Services may not be accessed for purposes of monitoring availability, performance, or functionality, or for any other benchmarking or competitive purposes, except with SnapProof Pro’s prior written consent.

4. Third Party Applications

Customer may choose to use the Services with third-party platforms, products, or services, including offerings made available through SnapProof Pro’s application programming interface (“Third-Party Applications”). Third-Party Applications are not SnapProof Pro Services. Customer’s use of Third-Party Applications is subject to the third-party provider’s terms of use. If Customer chooses to use Third-Party Applications with the Services, Customer permits SnapProof Pro to provide access on Customer’s behalf. SnapProof Pro makes no warranty or guarantee with regard to any Third-Party Applications, any interoperation between the Services and Third-Party Applications, or the continued availability of Third-Party Applications.

5. Fees and Payment

5.1 Fees. Customer shall pay SnapProof Pro all fees set forth in the applicable Order Form and/or invoice (“Fees”). Except as set forth herein, all payment obligations are non-cancelable, and Fees paid are non-refundable. Customer is responsible for providing complete and accurate billing and contact information and promptly notifying SnapProof Pro of any changes.

5.2 Non-Payment Suspension. Customer may dispute in good faith the amount on an invoice in writing before the due date and shall work diligently with SnapProof Pro to promptly resolve the dispute. If Customer fails to pay any undisputed portion of a past-due invoice within ten (10) calendar days after receiving notice that its account is overdue, SnapProof Pro may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full.

5.3 AUTO-RENEWAL. CUSTOMER AGREES THAT ITS SUBSCRIPTION, INCLUDING ANY ADDITIONAL SERVICES, WILL AUTOMATICALLY RENEW AFTER THE INITIAL SUBSCRIPTION TERM ENDS (THE “RENEWAL DATE”) AT THE THEN-CURRENT FEE(S) OR AS QUOTED BY SNAPPROOF PRO. MONTHLY SUBSCRIPTIONS WILL CONTINUE TO RENEW FOR THE SAME SUBSCRIPTION TERM UNTIL CANCELLED. IF CUSTOMER HAS AN ANNUAL SUBSCRIPTION TERM, THE SUBSCRIPTION WILL RENEW FOR THE SAME SUBSCRIPTION TERM UNTIL CANCELLED AND SNAPPROOF PRO WILL NOTIFY CUSTOMER BY EMAIL AT LEAST THIRTY (30) DAYS PRIOR TO THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM. IF CUSTOMER HAS A MULTI-YEAR SUBSCRIPTION TERM, THE SUBSCRIPTION WILL RENEW FOR A ONE (1) YEAR PERIOD. CUSTOMER AUTHORIZES SNAPPROOF PRO TO AUTOMATICALLY CHARGE CUSTOMER FOR THE APPLICABLE FEES ON OR AFTER THE RENEWAL DATE UNLESS THE SUBSCRIPTION HAS BEEN CANCELLED IN ACCORDANCE WITH THIS AGREEMENT.

5.4 CANCELLATION. CUSTOMER MUST CANCEL ITS SUBSCRIPTION PRIOR TO THE RENEWAL DATE TO AVOID BEING CHARGED THE APPLICABLE SUBSCRIPTION FEE. IF CUSTOMER ATTEMPTS TO CANCEL ITS SUBSCRIPTION DURING THE SUBSCRIPTION TERM, CUSTOMER WILL NOT BE ISSUED A REFUND FOR THE MOST RECENT SUBSCRIPTION FEE OR ANY PREVIOUSLY CHARGED FEES, ANY REMAINING FEES OWED (INCLUDING INSTALLMENT PLAN AMOUNTS) WILL STILL BE OWED, AND THE SUBSCRIPTION WILL TERMINATE ON THE NEXT APPLICABLE RENEWAL DATE. TO INITIATE A CANCELLATION, AN ADMINISTRATOR ON CUSTOMER’S ACCOUNT MUST LOG IN TO THE SERVICES, NAVIGATE TO THE ‘BILLING’ SECTION, AND SELECT ‘CANCEL PLAN,’ OR CONTACT SNAPPROOF PRO SUPPORT AT info@snapproofpro.com.

5.5 Taxes. Fees do not include any taxes, tariffs, levies, duties, or similar governmental charges, including Washington State and local sales, use, or business and occupation (B&O) taxes (collectively, “Taxes”). Unless Customer provides SnapProof Pro with a valid tax-exemption certificate, Customer is responsible for paying all Taxes associated with its purchases. SnapProof Pro is solely responsible for taxes assessable against it based on its own income, property, and employees.

6. Proprietary Rights and Licenses

6.1 Customer Data. As between the Parties, Customer Data and Customer’s Confidential Information are and will remain owned exclusively by Customer. Customer hereby grants SnapProof Pro, its Affiliates, and its subprocessors a worldwide, royalty-free right and license to process and use Customer Data for the purposes of: (a) providing, maintaining, securing, analyzing, and updating the Services, and to perform under this Agreement; (b) developing new products and services; (c) training, improving, and developing SnapProof Pro’s internal machine learning and artificial intelligence models used solely to enhance, improve, and provide the Services, provided that such models are not sold or licensed to third parties (except in connection with a change-of-control transaction); (d) creating aggregated and/or de-identified data (“Aggregated Data”) that does not identify Customer, Authorized Users, or any individual; (e) any other purpose permitted by the Privacy Policy; (f) at Customer’s direction or request; and (g) complying with legal or regulatory obligations. Customer acknowledges and agrees that SnapProof Pro owns all Aggregated Data, improvements and updates to the Services, new products and services, and all improved internal machine learning and artificial intelligence models.

6.2 Ownership; Reservation of Rights. As between the Parties, all Intellectual Property Rights, including Intellectual Property Rights in the Services, Updates, Beta Services, Aggregated Data, and SnapProof Pro’s Confidential Information, are and will remain owned exclusively by SnapProof Pro and its Affiliates. SnapProof Pro may freely use and incorporate into its products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Authorized Users. Other than as expressly set forth in this Agreement, no license or other rights in or to the Services are granted to Customer, and all such rights are expressly reserved to SnapProof Pro.

7. Confidentiality

7.1 Definition of Confidential Information. “Confidential Information” means all information or data disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is confidential, proprietary, or otherwise not publicly available, or that reasonably should be understood to be confidential. Confidential Information includes (a) with respect to Customer, Customer Data; (b) with respect to SnapProof Pro, the Services, pricing, and Beta Services; and (c) with respect to either Party, any technical, financial, business, product, design, or operational information, including the terms of this Agreement. Confidential Information does not include information that is or becomes generally known to the public without breach, was already known to the Receiving Party, is received from a third party without restriction, or was independently developed.

7.2 Protection of Confidential Information. The Receiving Party shall (a) use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information for any purpose outside the scope of this Agreement; and (c) limit access to Confidential Information to its legal counsel, accountants, and those employees and contractors who need access and are under obligations of confidentiality no less restrictive than those herein.

7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if legally required to do so in connection with any legal or regulatory proceeding, provided it furnishes only the portion legally required to be disclosed and, where lawful, provides the Disclosing Party with reasonable prior notice.

8. Representations, Warranties, Exclusive Remedies, Disclaimers

8.1 General Warranty. Each Party represents and warrants that it has the necessary rights to enter into this Agreement and has the legal power to do so.

8.2 SnapProof Pro Limited Warranties. SnapProof Pro warrants that (a) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (b) its performance will not conflict with any other agreements with third parties.

8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR ITS LICENSORS OR SUBPROCESSORS MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SNAPPROOF PRO DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

9. Indemnification

9.1 Indemnification by SnapProof Pro. (a) SnapProof Pro shall defend any claim against Customer by a third party to the extent the claim is based on an allegation that the Services infringe or misappropriate any copyright, trade secret, U.S. patent, or trademark right of the third party (a “Claim”). SnapProof Pro will have no obligations under this Section arising from Customer’s use of the Services other than as permitted under this Agreement, or use of the Services in a modified form or in combination with products, services, content, or data not furnished by SnapProof Pro.

(b) If any Claim is brought or threatened, SnapProof Pro may, at its sole option and expense: (1) procure for Customer the right to continue using the Service; (2) modify the Service to make it non-infringing; (3) replace the affected aspect of the Service with non-infringing technology having substantially similar capabilities; or (4) if none of the foregoing is commercially practicable, terminate the affected Service and refund Customer any prepaid Fees prorated for the remainder of the Subscription Term.

(c) SnapProof Pro’s defense and indemnity obligations do not apply to any Claim arising from modifications made by anyone other than SnapProof Pro, use of the Services in combination with products not provided by SnapProof Pro, Third-Party Applications, Beta Services or free Services, Customer’s non-compliance with this Agreement, or Customer’s failure to use any Update provided by SnapProof Pro.

This Section 9.1 states SnapProof Pro’s entire liability, and Customer’s sole and exclusive remedy, for any such Claim.

9.2 Indemnification by Customer. Customer shall indemnify, defend, and hold harmless SnapProof Pro, its Affiliates, and its and their respective directors, shareholders, officers, employees, agents, and successors from and against any and all demands, claims, actions, proceedings, and regulatory actions brought against SnapProof Pro or any indemnified party by a third party, and all related liabilities, losses, costs, and expenses (including reasonable attorney fees), that arise from or relate to (a) Customer Data, including any claim that Customer Data (including photos or video captured using the Services) infringes any right of a third party or violates applicable law; (b) Customer’s use of the Services; or (c) Third-Party Applications built by or on behalf of Customer.

9.3 Procedure. The defense and indemnity obligations above are conditioned upon the indemnified Party providing the indemnifying Party with (a) prompt notice; (b) sole control over the defense and any settlement negotiations (provided that the indemnifying Party may not agree to a settlement that imposes any obligation on the indemnified Party without its prior written consent, not to be unreasonably withheld); and (c) all information and assistance reasonably requested by the indemnifying Party.

10. Limitation of Liability

10.1 Exclusion of Damages. EXCEPT WITH REGARD TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, NEITHER PARTY NOR ITS RESPECTIVE AFFILIATES WILL BE LIABLE FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, ANTICIPATED SAVINGS, OR USE, COSTS OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, OR WORK STOPPAGE, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10.2 Limitation of Liability. A PARTY’S AND ITS AFFILIATES’ AGGREGATE CUMULATIVE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE APPLICABLE FEES PAID OR PAYABLE TO SNAPPROOF PRO FOR THE APPLICABLE SERVICES AND ATTRIBUTABLE TO THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT EXPAND THIS LIMIT. THE LIABILITY LIMITATIONS UNDER THIS SECTION 10.2 WILL NOT APPLY TO (a) CUSTOMER’S OBLIGATIONS TO PAY FEES DUE UNDER THIS AGREEMENT; (b) EITHER PARTY’S INDEMNITY OBLIGATION AMOUNTS UNDER SECTION 9; OR (c) EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. Term and Termination

11.1 Subscription Term. This Agreement commences on the Effective Date and shall remain in effect until all Subscriptions to the Services granted in accordance with this Agreement have expired or been terminated.

11.2 Suspension. In the event of Customer’s or an Authorized User’s breach of this Agreement, SnapProof Pro may, in its reasonable discretion, suspend Customer’s or an Authorized User’s access to or use of the Subscription Services. Unless the circumstances dictate otherwise, SnapProof Pro shall reasonably notify Customer before taking such action and shall restore access once the breach has been remedied.

11.3 Termination. Either Party may terminate this Agreement if the other Party (a) is in material breach of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice from the non-breaching Party, except that termination will take effect upon notice for a breach of Section 3.3 (Restrictions); or (b) ceases its business operations or becomes subject to insolvency proceedings not dismissed within sixty (60) days. SnapProof Pro may also terminate this Agreement immediately upon notice to Customer for any reason or no reason.

11.4 Effect of Termination. Upon termination of this Agreement for any reason: (a) unless otherwise agreed in writing, all outstanding Order Forms and access to the Services will automatically terminate; (b) Customer and its Authorized Users shall immediately cease access and use of the Services, other than for retrieval purposes described below; (c) all outstanding payment obligations will become due and payable immediately; and (d) for thirty (30) days following the end of the final Subscription Term, SnapProof Pro shall make Customer Data available to Customer, at Customer’s request, solely for the purpose of Customer retrieving Customer Data. After thirty (30) days, SnapProof Pro will have no obligation to maintain or provide any Customer Data and may delete or destroy all copies of Customer Data.

11.5 Refund or Payment Upon Termination. If Customer terminates this Agreement due to SnapProof Pro’s material breach, or SnapProof Pro terminates this Agreement for convenience, SnapProof Pro shall refund Customer the prorated portion of prepaid Fees for the remaining Subscription Term. If SnapProof Pro terminates this Agreement due to Customer’s material breach, Customer shall promptly pay any unpaid Fees. Termination will not relieve Customer of its obligation to pay any Fees for the period prior to the effective date of termination.

11.6 Surviving Provisions. The following Sections shall survive any termination of this Agreement: Section 5 (Fees and Payment), Section 6 (Proprietary Rights and Licenses), Section 7 (Confidentiality), Section 8 (Representations, Warranties, Exclusive Remedies, Disclaimers), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 11 (Term and Termination), Section 12 (Mobile Application License), and Section 13 (General Provisions).

12. Mobile Application License

12.1 License. SnapProof Pro may offer from time to time a SnapProof Pro mobile application (the “Application”). If such Application is available and Customer or its Authorized Users choose to download it, SnapProof Pro grants to Customer and its Authorized Users a limited, revocable, non-exclusive, and non-transferable license to use the Application, subject to the terms of this Agreement. SnapProof Pro reserves all rights not expressly granted. This license is automatically revoked if a party violates any of the terms of this Agreement.

12.2 Source Code. The grant of this license is not, and shall not be construed as, a grant of any right to use, receive, or view copies of source code, schematics, master copies, design materials, or other information used in creating, developing, or implementing the Application or the Services. Customer shall not reverse engineer, disassemble, or decompile, or otherwise attempt to derive source code for the Application or the Services.

12.3 Prohibitions. Customer agrees not to, and not to permit others to: (a) copy or modify the Application except as expressly permitted; (b) remove or modify SnapProof Pro’s copyright notices, trademarks, or other notices of ownership; (c) rent, lease, distribute, or otherwise make available the Application to any third party; (d) use the Application to process the data of third parties; or (e) use the Application to infringe on any person’s copyright. Customer also agrees not to violate or attempt to violate the security of SnapProof Pro’s networks or servers.

12.4 Maintenance or Support. SnapProof Pro is not under any obligation to provide maintenance or support for the Application or the Services. SnapProof Pro may provide maintenance or support in its sole discretion.

12.5 Uninstallation. Customer or its Authorized Users may, at any time, uninstall the Application by utilizing the mobile device’s procedures for uninstalling downloaded applications. However, SnapProof Pro may retain collected data after uninstallation in accordance with the Privacy Policy.

13. General Provisions

13.1 Trademarks and Logo Usage. Neither Party shall use the logos, trademarks, service marks, product names, or trade names of the other Party without the prior written consent of the other Party.

13.2 Copyright Policy. SnapProof Pro respects the Intellectual Property Rights of others and complies with the Digital Millennium Copyright Act of 1998 (the “DMCA”), which provides a complaint procedure for copyright owners who believe that any material posted online or in an application infringes their rights under U.S. copyright law. If you believe in good faith that your work has been improperly copied and posted, please email info@snapproofpro.com.

13.3 Export Control and Sanctions. Each Party shall comply with all applicable export control and sanctions laws and regulations in connection with providing and using the Services, including laws administered by the U.S. Department of State, the Office of Foreign Assets Control of the U.S. Department of the Treasury, and the U.S. Department of Commerce. Customer shall not use the Services in a manner that would violate such laws.

13.4 Applicable Law & Anti-Corruption. Each Party shall comply with applicable laws in performance of this Agreement. Neither Party has promised, made, or received any bribe, kickback, or other similar payment or transfer of value from or to any director, officer, employee, agent, or other representative of the other Party in connection with this Agreement.

13.5 Governing Law & Venue. This Agreement is governed by the laws of the State of Washington, without giving effect to conflicts of law principles. Subject to the dispute resolution provisions below, Customer agrees to submit to the exclusive jurisdiction of the state and federal courts located in King County, Washington in circumstances where this Agreement permits litigation in court. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13.6 Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY. The Parties shall attempt in good faith to promptly resolve any disputes arising out of or relating to this Agreement by negotiation between representatives of each Party with the authority to resolve such dispute. If the Parties are unsuccessful in reaching resolution after a reasonable time, such dispute will be submitted to final and binding arbitration. Neither Party is required to arbitrate claims (a) where all named parties seek monetary relief that qualifies as a claim that meets the requirements of an applicable small claims court; or (b) seeking injunctive relief. Any arbitration will take place on an individual basis. The Parties waive the right to participate in a class, consolidated, or representative action or arbitration, and the right to a trial by jury.

The Federal Arbitration Act and federal arbitration law apply to this Agreement. Any arbitration proceeding will take place in King County, Washington, subject to the laws of the State of Washington, and will otherwise be governed by the then-current commercial arbitration rules of the American Arbitration Association. Except as required by law, each Party shall not disclose the existence, content, or results of any arbitration without the other Party’s prior written consent. The arbitrator is not empowered to award damages in excess of compensatory damages. The decision of the arbitrator will be binding upon the Parties, and judgment upon the award may be entered in any court of competent jurisdiction.

13.7 Notices. Notices to Customer will be delivered via email, text, in-app notifications, by posting on the SnapProof Pro website, or through the Services. Such electronic notices shall satisfy any legal requirement that such notices be made in writing. Notices to SnapProof Pro will be delivered via email to info@snapproofpro.com or by overnight delivery to SnapProof Pro, Attention: Legal Department, PO Box 127, East Olympia, WA 98540. Customer expressly agrees that SnapProof Pro and anyone acting on its behalf may deliver telephone calls or text messages for informational or telemarketing purposes to the phone number Customer has provided. Message and data rates may apply. Customer may revoke telemarketing consent at any time as permitted under applicable law, including the federal Telephone Consumer Protection Act (TCPA) and Washington’s Commercial Electronic Mail Act.

13.8 Electronic Signature. When a document is electronically displayed to Customer in the Services or for onboarding, Customer agrees that its electronic signature may include clicking displayed buttons, selecting displayed boxes, typing Customer’s name in a designated field, sending an email reply, or taking other affirmative actions when viewing an electronic document on Customer’s computer or mobile device. This Agreement complies with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Washington Uniform Electronic Transactions Act (RCW 1.80).

13.9 Force Majeure. Neither Party will be liable for any failure or delay in its performance under this Agreement to the extent due to any cause beyond its reasonable control (a “Force Majeure Event”), including acts of God, earthquake, fire, flood, pandemic, epidemic, governmental action, labor conditions, power failures, or internet disturbances. The Party suffering a Force Majeure Event shall use reasonable efforts to mitigate its effects and shall resume performance as soon as practicable.

13.10 Assignment. Neither Party shall assign this Agreement, in whole or in part, or any right or interest herein, without the other Party’s prior written consent, not to be unreasonably withheld, and any purported assignment without such consent will be void. However, either Party may assign this Agreement without consent to an Affiliate, or in connection with a merger, consolidation, corporate reorganization, sale of all or substantially all of its assets or business, or other change-of-control transaction. Assignment will not relieve Customer of its obligation to pay Fees incurred before the assignment.

13.11 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

13.12 Amendment. SnapProof Pro may amend this Agreement from time to time by posting an amended version on its website and sending Customer written notice. Such amendment will become effective upon the earlier of (a) Customer’s affirmative acceptance, or (b) thirty (30) days after SnapProof Pro sends such notice (the “Amendment Effective Date”). Customer’s continued use of the Services following the Amendment Effective Date will confirm Customer’s consent. This Agreement may not otherwise be amended except through a written agreement signed by authorized representatives of each Party.

13.13 Entire Agreement; Order of Precedence. This Agreement (together with any Order Forms and linked terms) contains the entire understanding and agreement of the Parties and supersedes all prior or contemporaneous communications, representations, agreements, and understandings between the Parties. In the event of any conflict, the order of precedence will be: (1) the Order Form, (2) this Agreement, and (3) any links provided herein. Any amendment will take precedence over the document it amends.

13.14 Miscellaneous. If a provision of this Agreement is unenforceable or invalid, the provision will be revised so as to best accomplish the objectives of the Parties, and the remainder of this Agreement will continue in full force. The English language version of this Agreement will be the version used when interpreting or construing this Agreement. Either Party’s failure to enforce any right under this Agreement will not waive that right. There are no third-party beneficiaries to this Agreement.

Contact Us

If you have any questions about this Agreement, please contact us at:

SnapProof Pro

Attention: Legal

Business Address: PO Box 127 East Olympia, WA 98540

Email: info@snapproofpro.com