SNOOBI ANALYTICS – TERMS OF SERVICE 

TABLE OF CONTENTS

• SNOOBI ANALYTICS – TERMS OF SERVICE 
  • 1. About These Terms
  • 2. Ownership
  • 3. Definitions
  • 4. Trial License
  • 5. Access and Use
  • 6. Services
  • 7. Fees and Payment
  • 8. Changes to Software or Terms
  • 9. Customer Data
  • 10. Third-Party Services
  • 11. Intellectual Property
  • 12. Confidentiality
  • 13. Liability
  • 14. Indemnification
  • 15. Term and Termination
  • 16. Force Majeure
  • 17. Miscellaneous
  • 18. Governing Law and Jurisdiction

1. About These Terms

1. These Terms govern the use of the Software and Services provided by Snoobi Technology B.V. (“Snoobi”) by business customers (“Customer”).
2. By accessing or using the Software or Services, Customer agrees to these Terms. Any conflicting terms of the Customer do not apply unless expressly agreed in writing.
3. Order Confirmations prevail over these Terms in case of conflict.

2. Ownership

1. Snoobi owns the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software's design and coding methodology.
2. The Software is protected by European copyright laws and international treaty provisions. 
3. This Agreement provides Licensee only a limited use license, and no ownership of any intellectual property.

3. Definitions

• Software: Snoobi’s SaaS applications, including analytics tools and related software
• Services: support, consultancy, training and related services
• Customer Data: all data provided or generated by Customer
• Authorized Users: individuals permitted by Customer to use the Software
• Subscription Term: agreed contract duration, including renewals

4. Trial License

1. The term of the Trial license granted is limited to a 30-day period from the date of installation on the web site of the Licensee unless extended or terminated by written notice Snoobi for convenience or terminated by either party. 
2. Immediately upon termination of this license for any reason, all usage of the Software shall cease. A Trial License can only be requested for a website once every 12 month period.

5. Access and Use

1. Snoobi grants Customer a limited, non-exclusive, non-transferable right to use the Software during the Subscription Term.
2. Customer must:
   1. ensure use only by Authorized Users
   2. keep access credentials secure
   3. notify Snoobi of any unauthorized use

Customer must not:

1. copy, modify, or reverse engineer the Software
2. resell or commercially exploit the Software
3. use the Software to build competing services
4. use the Software unlawfully or to distribute harmful content

6. Services

1. Snoobi will provide Services with reasonable care and professional standards.
2. Customer must:
   1. cooperate where required
   2. provide necessary information and access
   3. Services are deemed accepted unless Customer reports defects within 14 days of delivery.

7. Fees and Payment

1. Fees are as stated in the Order Confirmation
2. Payment is due within 30 days of invoice date
3. If payment is overdue, Snoobi may:
   1. suspend access to the Software or Services
   2. charge statutory commercial interest and collection costs
   3. Customer may not suspend or offset payments.
   4. Snoobi may adjust fees annually with prior 30 day notice.

8. Changes to Software or Terms

1. Snoobi may:
   1. update or modify the Software to fulfill legal obligations, and to add or change features of the Software
   2. amend these Terms with at least one month’s notice
2. Continued use constitutes acceptance of the updated Terms.

9. Customer Data

1. Customer retains all rights to Customer Data and is responsible for its legality.
2. Snoobi will:
   1. proces Customer Data only to provide the Services
   2. not share Customer Data with any third party without prior Customer consent
   3. apply reasonable, industry/standard security measures
   4. performs regular backups
   5. Snoobi is not liable for data loss unless required by applicable law.

10. Third-Party Services

1. By using the Snoobi Datafeed or other access methods to the Customer Data, Customer may integrate with third-party services. Use is at Customer’s own risk and subject to third-party terms.

11. Intellectual Property

1. All intellectual property rights remain with Snoobi or its licensors.

12. Confidentiality

1. Snoobi will:
   1. keep confidential information secure
   2. use it only for the agreement
   3. not disclose to any third party without consent

This obligation does not apply where disclosure is required by law.

13. Liability

1. Snoobi's liability is limited to insurance coverage or fees paid in the previous 12 months
2. Snoobi accepts no liability for indirect or consequential damages

14. Indemnification

1. Customer indemnifies Snoobi for misuse or unlawful data
2. Snoobi indemnifies Customer for IP infringement claims

15. Term and Termination

1. All agreements automatically renew at the end of each term unless otherwise agreed
2. There is a 60 days notice before renewal data for termination
3. Immediate termination for breach or insolvency
4. All rights end on termination

16. Force Majeure

1. Neither party is liable for events beyond reasonable control.

17. Miscellaneous

1. Customer cannot assign without consent
2. Snoobi may assign with notice
3. Invalid clauses do not affect the remainder of these conditions

18. Governing Law and Jurisdiction

1. The laws of the European Union and The Netherlands apply. Disputes go to Amsterdam courts.