Snapchat Program Terms.

Terms and Conditions:

This Agreement is entered between Datahash DMCC registered under – Dubai Multi Commodities Centre Authority (DMCCA), Registration Number DMCC179249, for the year 2019, License Number [DMCC-742963], Registered Office – Unit No: UPT-YCBC-CW52, Uptown Tower, Plot No: DMCC-UD-T2, Uptown Dubai, Dubai, United Arab Emirates hereinafter referred to as “Datahash”.

and

The client or/and the recipient of Services including the Customers under the free trial hereunder identified as part of the subscription process for Datahash Services, hereinafter referred to as “Customer” and “You”.

Therefore, by clicking “I agree”, and/or using Datahash’s Services, the Customer agrees to be bound by all of the terms and conditions of this agreement (hereinafter referred to as the “Agreement”).

Now, Whereas Customer and Datahash (each a “Party” and collectively “Parties”) both hereby agree to the Agreement

1. Definitions:
   1. Account: Self-service account on Datahash’s portal for using Services.
   2. Agent: Authorized user of the Service through Customer’s Account.
   3. Confidential Information: Information labeled “confidential” or understood to be confidential, excluding information already known, obtained from a third party without confidentiality obligation, publicly available, or independently developed.
   4. Customer: As defined in the Preamble, including its affiliates or Agents authorized to use the Services.
   5. Customer Data: Electronic data submitted by or for the Customer to use the Services.
   6. Dashboard: Interface for managing and reviewing usage of Datahash Services.
   7. Service: Products and services provided by Datahash as mutually agreed by Parties.
   8. Term: Initial term for the subscription of Services as mutually agreed by Parties.
   9. User: End-user of the Customer’s Properties or platform.
2. Scope of Service: The Services include access to the Dashboard, which allows the Customer to provision, customize, and manage their use of Datahash Services. This list of Services may be modified by Datahash. All Services are hosted on infrastructure managed by Datahash. To use the Services, Customers must install the embed code on their Properties, retrievable from the Dashboard. Datahash may update the embed code, and Customers must integrate the latest versions. Datahash will provide the Services as mutually agreed by Parties, detailing the current subscription. Technical support is offered through the Dashboard for the Term.
3. Right to Use Services:
   1. Subject to the terms and conditions of this Agreement, [and Other Agreements], Datahash hereby grants a non-exclusive, worldwide, royalty-free license for the free trial Term.
4. Datahash’s Responsibilities, Representations, and Warranties:
   In providing support to the Customer for Services, Datahash agrees to:
   1. Liaise with Customer on use, identification, and resolution of errors, excluding training services.
   2. Utilize reasonable efforts to rectify reproducible errors for which Datahash is directly responsible.
   3. For error correction or service credits, the Customer must notify Datahash in writing at support@datahash.com within 30 days of receipt of the erroneous Services.
   4. For any privacy related queries, the Customer must notify Datahash in writing at support@datahash.com .
   5. The above support and credits are the Customer’s sole remedy for Service provision issues under this Agreement.
   6. Services will be performed in accordance with the terms applicable at the time of signing up for Datahash Services and will be deemed successfully delivered upon performance.
5. Customer’s Responsibilities and Warranties:
   Customer agrees to:
   1. Provide necessary data and materials to Datahash promptly.
   2. Ensure the accuracy, legibility, and completeness of all data supplied to Datahash and be responsible for the results obtained from using the Services.
   3. Control and be responsible for the use of account information, user IDs, and passwords.
   4. Assume the risk for any issues arising from the use of the Services, including content, accuracy, completeness, or consistency of all resources and activities conducted with the Services.
   5. Not use the Services illegally or for any unlawful purpose, including violating the rights of others.
   6. Comply with all applicable laws and policies, especially those related to data protection and privacy, understanding that Datahash is not responsible for any liabilities arising from non-compliance.
   7. Acknowledge that Datahash does not guarantee compatibility of its software, systems, or Services with the Customer’s properties, operations, equipment, or software.
6. Intellectual Property Rights and Ownership: Each party retains ownership of its intellectual property. Datahash owns materials developed for internal use or to assist Customer.
7. Service Usage Restrictions:
   Customer will not:
   1. make any Service or content available to anyone other than Customer or Agents, or use any Service or content for the benefit of anyone other than Customer or its Affiliates, unless expressly agreed by Parties.
   2. sell, resell, license, sublicense, distribute, make available, rent, or lease any Service;
   3. use the Service to store or transmit Malicious Code;
8. Term, Termination, and Suspension of Service:
   1. Term: This agreement is effective for a free trial of 1 (One) year from the start date.
   2. Termination by Customer: Customer may terminate this Agreement or any applicable agreed terms before the end of the Term without liability (except for amounts due for Services provided up to the effective date of termination) if Datahash:
      1. Fails to provide the Services in accordance with the terms of this Agreement, such failure causes material harm to Customer and Datahash does not cure the failure within 30 days of receipt of the notice in writing from Customer describing the failure, in reasonable details.
      2. Materially violates any other provision of this Agreement and fails to cure the violation within 30 days of receipt of the notice in writing from the Customer describing the violation in reasonable details.
      3. If this Agreement is terminated pursuant to this Clause, Datahash will refund the fees paid to it for the remainder of the Term after the effective date of termination.
   3. Termination / Suspension by Datahash: Datahash may terminate this Agreement and any agreed terms or suspend the Services before the end of the Term without liability:
      1. if Customer materially violates any other provision of this Agreement and fails to cure the violation within 30 days notice in writing from Datahash describing the violation in reasonable detail;
      2. Immediately on written notice upon Customer becoming insolvent or bankrupt within the meaning of the Bankruptcy and Insolvency Laws; and
      3. Immediately on written notice upon Datahash being of the reasonable opinion that Customer’s use of the Services violates any applicable law, rule or regulation.

9. Terms for Customers joining the free trial:
   1. The Customer shall be entitled to Services for a period of 1 (One) year from the start date, during which no fees shall be payable for the use of the agreed Services provided by Datahash.
   2. Upon the expiration of the initial free trial Term, if the Customer wishes to continue using the Services, the Customer shall engage in direct negotiations with Datahash to establish the terms and conditions of continued use, including but not limited to fee structures, payment terms, and service levels.
   3. The Parties acknowledge and agree that Snap shall not be responsible for facilitating or mediating negotiations between the Customer and Datahash regarding the terms of continued use of the Conversion API services beyond the initial one year period of free trial.
   4. Any Agreement reached between the Customer and Datahash for the continued use of the Services beyond the free trial Term shall be subject to the terms and conditions negotiated directly between the parties and shall be documented in a separate Agreement between the Customer and Datahash.
   5. The Customer agrees to pay Datahash the fees specified in the Agreement for the use of the Services, in accordance with the payment schedule or as per the terms negotiated by the Parties, this shall only come into existence if the Customer wishes to continue using the Datahash Services after the free trial Term.

10. Confidentiality
    1. Each Party receiving Confidential Information (Recipient) must:
       1. Keep all Confidential Information of the other Party (Discloser) confidential, requiring employees, agents, and contractors to do the same.
       2. Use Confidential Information only to perform obligations under this Agreement and protect it with reasonable care, at least as well as the Recipient protects its own similar information.
    2. Datahash will comply with data privacy laws and implement appropriate measures to ensure data security and confidentiality.
    3. Confidential Information does not include information that:
       1. Is publicly available without breach.
       2. Was known to the Recipient before disclosure.
       3. Is received from a third party without confidentiality breach.
       4. Is independently developed by the Recipient.
       5. Disclosure may occur as required by law or court order, with prompt notice to the Discloser if possible.
    4. Datahash may:
       1. Monitor Customer’s use of Services.
       2. Report unlawful conduct by Customer or its users.
       3. Provide required information to authorities.
       4. Use Customer’s name in references, case studies, and testimonials.
11. Limitation of Liability:
    1. Datahash and its subsidiaries, affiliates, officers, employees, agents, partners, vendors, and licensors shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including lost profits, business interruption, loss of programs, data, or information, violation of data protection law, or similar damages. This applies even if Datahash has been advised of such damages or their possibility.
    2. For Customers joining through Snap: The Customer shall indemnify, defend, and hold harmless Snap (if applicable), Datahash, and their affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses arising from the Customer’s use of the Services in violation of the terms and conditions.
12. Modification of Agreement:
    Datahash may modify this Agreement and will notify the Customer. If the Customer disagrees, they can terminate within 15 days. Continued use after the notice period means acceptance of the changes.
13. Governing Law:
    This Agreement is governed by the laws of the United Arab Emirates. Any claim or suit related to this Agreement must be brought in the courts of Dubai, UAE. The Customer will pay reasonable attorneys’ fees and costs for actions to enforce this Agreement, including fee recovery by Datahash.
14. General
    1. Agreement: The terms and conditions mentioned here, constitute the sole and entire Agreement of the Parties to this Agreement with respect to the subject matter contained herein and supersedes all prior terms and conditions which were agreed by the Customer.
    2. Right to use the logo: Customer agrees to let Datahash use their organization’s logo in Datahash’s Customer list and at other places including but not limited to its website, (including datahash.com) and promotional materials including the press release. This Clause will survive expiry or termination of this Agreement.
    3. Independent Contractors: The parties are independent contractors. Neither is an employee, agent, partner, franchisor, franchisee, or legal representative of the other.
    4. Force Majeure: Neither party is liable for non-performance due to force majeure. Affected party must notify the other within 15 days. Obligations should be fulfilled as much as possible. If the delay exceeds 3 months, parties will consult to find a solution or terminate the Agreement if necessary.
    5. Third-Party Liability: Datahash is not liable for actions of third parties affecting Services or Dashboard access.
    6. Survival: Provisions on confidentiality, intellectual property, and liability survive indefinitely.
    7. Severability: Invalid terms will be amended to reflect original intentions. If no agreement is reached, invalid terms will be severed, and the rest will remain enforceable.