Terms and Conditions of Use
Welcome to the Snip-its website (the “Site”). This Site is operated by The Snip-its Franchise Co., LLC (“Snip-its”). It is provided as a convenience and for information purposes only. This Terms and Conditions of Use Agreement (the “Agreement”) describes the terms and conditions and the general principles applicable to your access and use of the Site.
1. General Terms
a. Use of Site. Snip-its grants you a limited, nonexclusive, revocable right to access and make personal, non-commercial use of this Site, provided you do not modify, alter or download (other than page caching) any portion of it unless otherwise specifically provided herein or You have obtained written authorization in advance from Snip-its. The permission granted to You shall terminate automatically and immediately if you breach any of the terms or conditions set forth in this Agreement. Snip-its reserves the right to modify or remove any materials or services listed on the Site at any time without further notice. All rights not expressly granted herein, are expressly reserved by Snip-its.
b. Account Security. You are responsible for both:
i. Making all arrangements necessary for you to have access to the Site.
c. Prohibited Use of Site. You shall not make any commercial use of this Site or its contents. You further agree not to download or copy any content for the benefit of any third-party or use any data mining, robots, or similar data gathering and extraction tools. This Site, or any portion of this Site, may not be reproduced, duplicated, copied, displayed, sold, resold, visited, or exploited for any commercial purpose without the express written consent of Snip-its. You will not use the Site in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). Additionally, you agree not to:
i. Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.
ii. Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
iv. Use any device, software, or routine that interferes with the proper working of the Site.
v. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
vi. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
vii. Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
viii. Otherwise attempt to interfere with the proper working of the Site.
f. Equipment. You shall be solely responsible for providing, maintaining and ensuring compatibility with the Site including all hardware, software, electrical and other physical requirements for your use of this Site, including, without limitation, telecommunications, Internet access connections, Web browsers or other equipment, programs and services required to access and use the Site.
g. Accessibility. You acknowledge and agree that at times this Site may be inaccessible or inoperable for any reason whatsoever, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Snip-its may undertake from time to time; or (iii) causes which are beyond the control of Snip-its or which are not reasonably foreseeable.
2. Ownership of Intellectual Property
a. Trademarks. The trademarks, service marks, brand names and logos appearing on this Site are owned by Snip-its and others. Nothing herein shall be construed as granting any license or right to use any trademarks, service marks, brand names, or logos appearing on the Site, without the express written permission of the owner. You may not frame or utilize framing techniques to enclose any trademarks, brand names, service marks, logos, or use any meta tags or any other “hidden text” utilizing Snip-its’s trademarks, brand names, or service marks without the express written consent of Snip-its.
b. Copyrighted Works. Copyrights in content provided on this Site, including, but not limited to, images, video, photos, electronic art, animations, graphics, sounds, audio, information and data, communication programs, electronic mail services, and user interfaces, executable code, and data formatted, organized, and collected in a variety of forms, including layouts, pages, screens, directories, and databases (hereafter “Copyrighted Works”) is exclusively owned by Snip-its or others, and is protected by U.S. and international copyright laws. Except as stated herein, you agree that you will not copy, reproduce, modify, alter, create derivative works from, distribute, display, post, or transmit any Copyrighted Works (except for your personal, private, non-commercial use) in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Snip-its and any appropriate third party as applicable.
a. Links to the Site and Social Media Features. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Site may provide certain social media features that enable you to:
i. Link from your own or certain third-party websites to certain content on this Site.
ii. Send emails or other communications with certain content, or links to certain content, on this Site.
iii. Cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features.
Subject to the foregoing, you must not:
i. Establish a link from any website that is not owned by you.
ii. Cause the Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
iii. Link to any part of the Site other than the homepage.
iv. Otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of this Agreement.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. Snip-its reserves the right to withdraw linking permission without notice.
Snip-its may disable all or any social media features and any links at any time without notice in our discretion.
b. Links from the Site. The Site contains links to microsites, including links to social media accounts, which are primarily operated by our franchisees. Our franchisees are primarily responsible for the content appearing on these microsites and social media pages. The Site may also contain links to other sites and resources provided by third parties, which are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Snip-its has no control over the contents of those third-party sites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
c. Geographic Restrictions. The owner of the Site is based in the State of Minnesota in the United States. Snip-its provides this Site for use only by persons located in the United States. Snip-its make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
4. Disclaimer of Warranties
You understand that Snip-its cannot and does not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, SNIP-ITS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.
YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY GOODS OR SERVICES OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SNIP-ITS NOR ANY PERSON ASSOCIATED WITH SNIP-ITS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER SNIP-ITS NOR ANYONE ASSOCIATED WITH SNIP-ITS REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY GOODS OR SERVICES OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, SNIP-ITS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
5. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL SNIP-ITS OR ITS AGENTS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, OR AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF THIS SITE, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, ANY CHANGES TO OR INACCESSIBILITY OF THE SITE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SITE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE.
You agree to indemnify, hold harmless and defend Snip-its, its affiliates, franchisees, shareholders, directors, officers, employees, successors, assigns, and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person, arising out of, or relating to: (i) this Agreement; (ii) your use of this Site, including any data or work transmitted or received by you; and (iii) any prohibited use of the Site as set forth in Sections 1(b) and 1(c).
This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated. Snip-its reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (i) remove or disable access to all or any portion of the Site; (ii) suspend your access to or use of all or any portion of the Site; and (iii) terminate this Agreement. Sections 1, 2, 4, 5, and 6 shall survive any termination of this Agreement.
a. Term. This Agreement will be effective as of the date You use the Site and will remain in effect until terminated.
b. Amendment. You may not amend this Agreement without Snip-its’ express written consent.
c. Waiver. Except for the Class Action Waiver, no waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
d. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
e. Notice. All notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by facsimile or e-mail to either party’s last known post office, facsimile or e-mail address. You hereby consent to notice by e-mail.
f. Force Majeure. Snip-its shall not be liable or responsible to You, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Snip-its including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
g. Law. This Agreement is made in and shall be governed by the laws of the State of Minnesota without reference to its conflict of laws provisions.
k. Class Action Waiver. ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR SNIP-ITS MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER INTERESTED PARTIES, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
l. Governing Law and Rules for Arbitration. The Arbitration Agreement is governed by the Federal Arbitration Act (FAA). Arbitration must proceed only with the American Arbitration Association (AAA) or JAMS. The rules for the arbitration will be the procedures of the chosen arbitration organization. If the organization’s procedures change after the claim is filed, the procedures in effect when the claim was filed will apply. Arbitration hearings will take place in Minnesota. A single arbitrator will be appointed. The arbitrator must:
i. Follow all applicable substantive law, except when contradicted by the FAA;
ii. Follow applicable statutes of limitations;
iii. Honor valid claims of privilege; and
iv. Issue a written decision including the reasons for the award.
The arbitrator’s decision will be final and binding except for any review allowed by the FAA. However, if more than $100,000 was genuinely in dispute, then either you or Snip-its may choose to appeal to a new panel of three arbitrators. The appellate panel is completely free to accept or reject the entire original award or any part of it. The appeal must be filed with the arbitration organization not later than 30 days after the original award issues. The appealing party pays all appellate costs unless the appellate panel determines otherwise as part of its award. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction
m. Attorneys’ Fees. The Parties acknowledge and agree that in the event either Party takes any action to enforce its rights under this Agreement, the prevailing party in any such action shall be entitled to recover its reasonable attorneys’ fees, including those incurred in any resulting appeal, and costs, including its collection costs.
o. Survival. Notwithstanding the termination of this Agreement, the Parties shall be required to carry out any provision hereof that contemplates performance after such termination, and such termination shall not affect any liability or other obligation that have accrued prior to such termination, including, but not limited to, any liability for loss or damage because a prior breach.