Terms of Service.
Last updated on: January 1, 2024
Terms of Service Agreement
These Terms of Service constitute a legally binding agreement made between you, whether personally or on the behalf of an entity (“you” or “your”), and SnowCloud, LLC (“SnowCloud”, “Company”, “we”, “us”, or “our”) concerning your access to and use of the SnowCloud website as well as any other media form channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and are bound by these Terms of Use along with the End User License Agreement (“EULA”) to which you have agreed. This Agreement the EULA and the Privacy Policy referenced below govern the Customer’s Purchase and Terms of Use for SnowCloud. If and to the extent there is any inconsistency or contradiction between or among the language in the EULA, the Terms of Service and/or the Privacy Policy, the terms most favorable to SnowCloud shall govern and apply. The information you provide will be treated in accordance with our Privacy Policy, https://snowcloud.io/home/privacy. If you do not provide SnowCloud with all of the requested information, we may not be able to provide you with the requested services. From time to time, SnowCloud may present Customer with additional terms and conditions. In the event of any conflict between the Terms set forth herein and any additional terms and conditions, such additional terms and conditions shall prevail and govern and control.
By signing up for a SnowCloud Account (as defined in Section 1) or by using any SnowCloud Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service” or “Terms”).
As used in these Terms of Service, “we”, “us” and “SnowCloud” means the applicable SnowCloud Contracting Party (as defined in Section 4 below).
The services offered by SnowCloud under the Terms of Service include various services to help you sell goods and services to your customers, whether online (“Online Services”) by enabling you to create and build your own online account, in person (“On Premise Services”), or both. These services may include, at your option, the ability to allow a Customer to purchase a gift card/voucher through Customer’s account and either use that gift card/voucher themselves or transfer the value of that gift card/voucher to another SnowCloud Customer to purchase whatever products as are available at the Resort associated with the gift card/voucher, either within the SnowCloud environment or on Premise at the associated Resort. Any such services offered by SnowCloud are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://snowcloud.io/home/terms. SnowCloud reserves the right to update and change the Terms of Service by posting updates and changes to the SnowCloud website. By continuing use of the Snowcloud website, you agree to such updated and/or modified Terms of Service. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. and if you do not accept such amendments, you must cease using the Services.
You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, the EULA and Privacy Policy, before you may sign up for a SnowCloud Account, download the SnowCloud application and/or use any SnowCloud Service.
Everyday language summaries are provided for convenience only and appear in bold under each section, but these summaries are not legally binding. Please read the Terms of Service, including any document referred to in these Terms of Service, including the EULA, for the complete picture of your legal requirements. By using SnowCloud or any SnowCloud Services, you are agreeing to these terms. Be sure to occasionally check back for updates.
1. Account Terms
1. To access and use the Services, you must register for a SnowCloud account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. If you are registering for the Account through a business entity, we will need the full legal name of the entity, current address, phone number and valid email address for the entity’s representative. SnowCloud may reject your application for an Account, or cancel an existing Account, for any reason, in our sole and absolute discretion.
2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
3. You represent, warrant and confirm that you are receiving any Services provided by SnowCloud for the purposes of carrying on a business activity and not for any personal, household or family purpose.
4. You acknowledge and agree that SnowCloud will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you. You must and agree to monitor the primary Account email address you provide to SnowCloud and your primary Account email address must be capable of both sending and receiving messages. Your email communications with SnowCloud can only be authenticated if they come from your primary Account email address.
5. You are responsible for keeping your password secure. SnowCloud cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
6. You acknowledge and agree that you are responsible for the creation and operation of your SnowCloud Account.
7. SnowCloud is not a marketplace. Any contract of sale through your SnowCloud Account is directly between you and the buyer.
8. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
9. A breach or violation of any term in the Terms of Service, as determined in the sole discretion of SnowCloud, may result in an immediate termination of your Services.
WHICH MEANS
You are responsible for your Account and any Materials you upload to the SnowCloud Service. Remember that if you violate these Terms we may cancel your Service.
If we need to reach you, we will send you an email.
2. Account Activation
2.1 Customer/Account Owner
1. Subject to section 2.1(2), the person signing up for the Service by opening an Account will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Account Owner in connection with the Service. You are responsible for ensuring that the name of the Account Owner (including the legal name of the company that owns the Account, if applicable) is clearly visible on the Account’s website.
2. If you are signing up for the Services on behalf of your employer, an individual at your employer shall be the Account Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
3. Your SnowCloud Account can only be associated with one Account Owner. “Account” means the online store or physical resort(s) location(s) associated with the Account.
2.2 Staff Accounts
1. You can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Account Owner or any individual permitted by the Account Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general account settings).
2. The Account Owner is responsible and liable for any and all acts, omissions and defaults arising from use of Staff Accounts and the performance of all of the Account Owner’s obligations under these Terms of Service as if they were the Account Owner’s own acts, omissions or defaults.
3. The Account Owner and the users under Staff Accounts are each referred to as a “SnowCloud User”.
WHICH MEANS
Only one person should be the “Account Owner”, usually the person signing up for the SnowCloud Service. The Account Owner is fully responsible for the Account, is bound by these Terms of Service and is responsible for the actions of others accessing the Account. If you sign up on behalf of your employer, your employer is the Account Owner responsible for your Account.
We automatically create certain accounts for you to accept payments. You are responsible for activating and deactivating these accounts and complying with their terms, which are with various third parties.
3. General Conditions
You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, the EULA and the Privacy Policy (sometimes collectively referred to as the “Agreement”).
1. Technical support in respect of the Services is only provided to SnowCloud Users.
2. The Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, in regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement and is hereby expressly excluded.
3. You acknowledge and agree that SnowCloud may amend the Agreement at any time by posting the relevant amended and restated Terms of Service, EULA or Privacy Policy on SnowCloud’s website, available at SnowCloud.io and such amendments to all or any part of the Agreement are effective as of the date of posting. Your continued use of the Services after the amended Agreement is posted to SnowCloud’s website constitutes your agreement to, and acceptance of, the amended Agreement. If you do not agree to any changes to the Agreement, you must discontinue to use the Service.
4. You may not use the SnowCloud Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the United States and the State of Delaware. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Agreement.
5. The SnowCloud API License and Terms of Use at https://snowcloud.io/home/service (if applicable) govern your access to and use of the SnowCloud API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.
6. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express prior written permission by SnowCloud.
7. You shall not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use SnowCloud or SnowCloud trademarks and/or variations and misspellings thereof, without the express, written permission from SnowCloud.
8. Questions about the Terms of Service, the EULA and/or the Privacy Policy should be sent to SnowCloud Support at Compliance@snowcloud.io.
9. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
10. The Services allow you to send certain communications to your customers by short message service (SMS) messaging (for example, sending order confirmation notifications via SMS) (the "SMS Services"). You will only use the SMS Services in compliance with the Agreement, and the laws of the jurisdiction from which you send messages, and in which your messages are received. You may be able to utilize SMS services through a third-party as well, which may require additional registration and licensing and be subject to the terms of the third-party.
11. You acknowledge and agree that your use of the Services, including information transmitted to or stored by SnowCloud, is governed by its privacy policy at https://snowcloud.io/home/privacy
12. The Agreement may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Agreement and SnowCloud’s Agreement available in another language, the most current English version of the Agreement will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by SnowCloud (acting in its sole discretion) or as required by applicable law.
13. All the terms and provisions of the Agreement shall be binding upon and inure to the benefit of the parties to the Agreement and to their respective heirs, successors, permitted assigns and legal representatives. SnowCloud shall be permitted to assign all or any portion of the Agreement without notice to you or consent from you. You shall have no right to assign or otherwise transfer all or any portion of the Agreement or any of your rights or obligations hereunder, to any third party without SnowCloud’s prior written consent, to be given or withheld in SnowCloud’s sole discretion.
14. If any provision, or portion of the provision, in any part of the Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained therein.
15. Sections 1, 3(2)-(5), 4, 6-8, 14-15, 17(8)-(10), 19, 21 and 22 will survive the termination or expiration of the Agreement.
WHICH MEANS
The SnowCloud service belongs to us. You are not allowed to steal, take or rip it off or use it, in whole or in part, for any illegal or sketchy purpose. If you or your employees or contractors use SnowCloud’s APIs, you will comply with our API terms.
Your Materials may be transferred unencrypted and may be altered, but credit card information is always encrypted.
4. SnowCloud Contracting Party
1. If the billing address of your Account is located in the United States or Canada, this Section 4(1) applies to you:
a. “SnowCloud Contracting Party” means SnowCloud LLC., a Delaware limited liability company, with offices located at 112 Main Road, Suite 4, Montville, New Jersey 07045.
b. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Delaware with respect to any dispute or claim arising out of or in connection with the Agreement.
5. SnowCloud Rights
1. We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
2. We reserve the right to refuse service to anyone for any reason at any time.
3. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via an Account, or the Materials uploaded or posted to an Account, violate our Terms of Service.
4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any SnowCloud customer, SnowCloud employee, member, or officer will result in immediate Account termination.
5. SnowCloud does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Account.
6. We reserve the right to provide our Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that SnowCloud team members and contractors may also be SnowCloud customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.
7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc. If you fail to provide such requested information, your account may be terminated in SnowCloud’s sole discretion.
8. SnowCloud retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, SnowCloud reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
WHICH MEANS
We can modify, cancel or refuse the service at anytime.
In the event of an ownership dispute over a SnowCloud account, we can freeze the account or transfer it to the rightful owner, as determined by us.
6. Confidentiality
1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. SnowCloud’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential
Information, other than (i) by or to its employees, agents and subcontractors who must have
access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in the Agreement, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
WHICH MEANS
Both you and SnowCloud agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service and for no other purpose. Confidential Information must be protected and respected.
7. Limitation of Liability
1. You expressly understand and agree that, to the extent permitted by applicable laws, SnowCloud shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service even if such damages were or are foreseeable.
2. To the extent permitted by applicable laws, in no event shall SnowCloud or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence), even if such damages were or are foreseeable. You agree to save, defend, indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, SnowCloud partners, officers, directors, agents, employees, and suppliers harmless from any liability, suit, judgment, claim, demand, loss, cost or expense, including reasonable attorneys’ fees, incurred by us in favor of any third party due to or arising out of your breach of the Agreement, or your violation of any law or the rights of a third party.
3. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory, including, without limitation, the implied warranties of Merchantability and Fitness For a Particular Purpose.
4. SnowCloud does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
5. SnowCloud does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
6. SnowCloud is not responsible for any of your tax obligations or liabilities related to the use of SnowCloud Services.
7. SnowCloud does not warrant the quality of any products, services, information, or other materials purchased or obtained by you through the Services, including, without limitation, that such products, services, information, or other materials will meet your expectations, or that any errors in the Services will be corrected.
WHICH MEANS
You (and not we) are fully responsible if you break the law, breach this agreement or violate or go against the rights of a third party, including if you or we get sued.
Service is “as is” so it may have errors or interruptions and we provide no warranties and our liability is limited.
8. Waiver, Severability, and Complete Agreement
The failure of SnowCloud to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement , including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Agreement shall remain in full force and effect.
The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and SnowCloud and govern your use of the Services and your Account, superseding any prior agreements between you and SnowCloud (including, but not limited to, any prior versions of the Terms of Service).
WHICH MEANS
If SnowCloud chooses not to enforce any of these provisions at any time, it does not mean that we give up that right later.
These Terms of Service, the EULA and the Privacy Policy make up the agreement that applies to you. This means that any previous agreements between you and SnowCloud don’t apply if they conflict with these terms.
9. Intellectual Property and Customer Content
1. We do not claim any intellectual property rights over the Materials you provide to the SnowCloud Service. All Materials you upload to your SnowCloud Account remains yours. You can remove your SnowCloud Account at any time by deleting your Account. In the event you terminate your Account, the provisions in Paragraph 12 shall apply.
2. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Account; (b) to allow SnowCloud to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that SnowCloud can, at any time, review and delete all the Materials submitted to its Service, although SnowCloud is not obligated to do so.
3. You retain ownership over all Materials that you upload to the Account; however, by making your Account public, you agree to allow others to view Materials that you post publicly to your Account.
You are responsible for compliance of the Materials with any applicable laws or regulations and You agree to save, defend, indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, SnowCloud partners, officers, directors, agents, employees, and suppliers harmless from any liability, suit, judgment, claim, or demand, loss, cost or expense, including reasonable attorneys’ fees, incurred by us as a result of your failure to so comply.
4. SnowCloud shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Account to promote the Service. WHICH MEANS
Anything you upload remains yours and is fully your responsibility.
10. On Premise Services
In addition to the terms applicable to Services generally, the following terms apply to your access and use of the On Premise Services.
1. Access to and use of the On Premise Services requires that you have an active and valid Account.
2. Your On Premise Services must be enabled with the SnowCloud payment platform (“SnowPay”), you cannot concurrently use any other payment processing service. The payment gateway used for your On Premise Services must be the same as that used for your Online Services, if applicable.
3. You can terminate your On Premise Services without terminating your Account or any other Services you subscribe to, and in such case, you will continue to be billed, and will pay for, the Services (other than the terminated On Premise Services). But if you terminate your On Premise Services, you will not be able to complete any transactions or collect any sales revenue through SnowCloud.
4. You agree to use the On Premise Services in accordance with all procedures that may be provided by SnowCloud from time to time.
5. While the On Premise Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the On Premise Services, and we will not be liable for any unauthorized access to or use of data transmitted via the On Premise Services, all of which remains your sole risk.
WHICH MEANS
If you use our On Premise Services, you must use the same payment processor that you use for the Online Services. You can cancel your On Premise Services at any time and still keep your Online Services active but you won’t be able to collect any money from sales. We take data security very seriously, but we can’t guarantee that all transmissions using the On Premise Equipment are 100% secure. All transactions transmitted using the On Premise Equipment are at your own risk.
11. Payment of Fees
1. You will pay the Fees applicable to your subscription to Online Service and/or On Premise Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Account when using Snow Pay (“Transaction
Fees”), and any fees relating to your purchase or use of any products or services such as SnowCloud Payments, On Premise Equipment, shipping, apps or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
2. The Transaction Fee will be a five (5%) percent fee for every sale or transaction that is run through SnowCloud, whether by On Premise Services, Online Services or Snow Pay. The Transaction Fee will be withheld and paid to SnowCloud and the remaining revenue from every transaction will be sent to You at certain intervals. In the event any Fees are not properly paid to SnowCloud, SnowCloud reserves the right to retain the Fees owed from a subsequent Transaction. The timing of when this remaining revenue is sent to You may vary depending on your Account and/or location. For Accounts in good standing, SnowCloud shall make every effort to send the remaining revenue to you within ten (10) days of the transaction but this may vary depending on your Account history, Account status or location. Based on your Account history and whether your Account is in good standing, SnowCloud shall withhold up to ten percent (10%) of all sales as a rolling reserve for a period of sixty (60) days to make certain the sales are not subject to any chargebacks, disputes or penalties.
3. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. SnowCloud may charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and SnowCloud will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated in writing by You, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
4. Subscription Fees are paid in advance and will be billed in 30-day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at SnowCloud’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. Users have two weeks to bring up and settle any issues with the billing of Subscription Fees.
5. If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated only upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, SnowCloud reserves the right to terminate your Account in its sole and absolute discretion.
6. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, exchange rates or other taxes, fees or charges now in force or enacted in the future (“Taxes”) which are solely your responsibility.
7. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of SnowCloud’s products and services. To the extent that SnowCloud charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with written evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive written evidence satisfactory to SnowCloud of your exemption. If you are not charged Taxes by SnowCloud, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
8. For the avoidance of doubt, all sums payable by you to SnowCloud under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever other than as detailed in this Agreement, including Section 11(2) above. Other than Taxes charged by SnowCloud to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. SnowCloud shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
9. You are responsible for all applicable Taxes that arise from or as a result of any sale on your SnowCloud Account. You agree to save, defend, indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, SnowCloud partners, officers, directors, agents, employees, and suppliers harmless from any liability, suit, judgment, claim, or demand, loss, cost or expense, including reasonable attorneys’ fees, incurred by us as a result of your failure to pay any Taxes.
10. You must maintain an accurate location in the administration menu of your SnowCloud Account.
If you change jurisdictions you must promptly update your location in the administration menu.
11. SnowCloud does not provide refunds.
WHICH MEANS
A valid payment method (like a credit card) is required for all accounts. You will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be charged to your payment method or withheld by SnowCloud. If we are not able to process payment of Fees using your payment method, we will try again in 3 days. If we are unable to process payment of Fees on the second attempt, we will make a third and final attempt three days later. If payment of Fees is unsuccessful after three attempts, SnowCloud may freeze and/or terminate your account. You may be required to remit Taxes to SnowCloud or to self-remit to your local taxing authority. No refunds.
12. Cancellation and Termination
1. You may cancel your Account and terminate the Terms of Service at any time by contacting helpdesk@snowcloud.io and then following the specific instructions indicated to you in SnowCloud’s response.
2. Upon termination of the Services by either party for any reason:
1. SnowCloud will cease providing you with the Services and you will no longer be able to access your Account;
2. SnowCloud shall withhold all monies from Sales for a period of sixty (60) days to make certain the sales revenue is not subject to any chargebacks, disputes or penalties.
3. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
4. any outstanding balance owed to SnowCloud for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
5. your Account website will be taken offline.
3. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
4. We reserve the right to modify or terminate the SnowCloud Service, the Terms of Service, the EULA, the Privacy Policy and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Agreement, in whole or in part, shall be without prejudice to any rights or obligations which arose prior to the date of termination.
5. Fraud: Without limiting any other remedies, SnowCloud may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in any improper, deceptive, or fraudulent activity or other activity which, in Snowcloud’s sole discretion, may violate applicable law in connection with the use of the Services.
WHICH MEANS
To initiate a termination contact helpdesk@snowcloud.io. SnowCloud will respond with specific information regarding the termination process for your account. SnowCloud shall withhold sales revenue for sixty (60) days. If you cancel in the middle of your billing cycle, you’ll have one last email invoice.
We may change or terminate your account at any time. Any fraud or other improper or illegal conduct and we will suspend or terminate your account.
13. Modifications to the Service and Prices
1. Prices for using the Services are subject to change upon 30 days’ notice from SnowCloud. Such notice may be provided at any time by posting the changes to the SnowCloud Site (SnowCloud.io) or the administration menu of your SnowCloud Account via an announcement.
2. SnowCloud reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).
3. SnowCloud shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
WHICH MEANS
We may change or discontinue the service at anytime, without liability.
14. Third Party Services, Experts, and Experts Marketplace
1. SnowCloud may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the SnowCloud App Store. Such Third Party
Services are made available only as a convenience only, and your purchase, access or use of any
such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
2. Any use by you of Third Party Services offered through the Services, or SnowCloud’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, SnowCloud may receive a revenue share from Third Party Providers that SnowCloud recommends to you or that you otherwise engage through your use of the Services or SnowCloud’s website.
3. We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that SnowCloud has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third-Party Services. The availability of Third-Party Services on SnowCloud’s websites, including the SnowCloud App Store or the integration or enabling of such Third-Party Services with the Services does not constitute or imply an endorsement, authorization, warranty, sponsorship, or affiliation by or with SnowCloud. SnowCloud does not guarantee the availability of Third-Party Services and you acknowledge that SnowCloud may disable access to any Third Party Services at any time in its sole discretion and without notice to you. SnowCloud is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Service. SnowCloud strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.
4. If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. SnowCloud is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.
5. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and SnowCloud is not obligated to intervene in any dispute arising between you and a Third Party Provider.
6. Under no circumstances shall SnowCloud be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third-Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if SnowCloud has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
7. You agree to save, defend, indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, SnowCloud partners, officers, directors, agents, employees, and suppliers harmless from any liability, suit, judgment, claim or demand, loss, cost or expense including reasonable attorneys’ fees, arising out of your use of a Third-Party Service or your relationship with a Third Party Provider.
WHICH MEANS
We are not responsible for third party services so use them at your own risk. If you use Third Party Services on the SnowCloud platform, you permit us to send your data to those services. If you use Third Party Services you agree that we do not provide any warranty, so get advice beforehand.
15. Beta Services
From time to time, SnowCloud may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which SnowCloud will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered SnowCloud Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without SnowCloud’s prior written consent. SnowCloud makes no representations or warranties that the Beta Services will function. SnowCloud may discontinue the Beta Services at any time in its sole discretion.
SnowCloud will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. SnowCloud may change or not release a final or commercial version of a Beta Service in our sole discretion.
16. Feedback and Reviews
SnowCloud welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third-Party Provider (collectively, “Feedback") to SnowCloud be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to SnowCloud (whether submitted directly to SnowCloud or posted on any SnowCloud hosted forum or page), you waive any and all rights in the Feedback and that SnowCloud is free to implement and use the Feedback if desired, as provided by you or as modified by SnowCloud without obtaining permission or license from you or from any third party. Any reviews of a Third-Party Service or Third Party Provider that you submit to SnowCloud must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise illegal or injurious to third parties or objectionable. SnowCloud reserves the right (but not the obligation) to remove or edit Feedback of Third-Party Services or Third Party Providers but does not regularly inspect posted Feedback.
17. DMCA Notice and Takedown Procedure
SnowCloud supports the protection of intellectual property and asks SnowCloud merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to Snow Cloud’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement in our sole discretion. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we may restore the material.
WHICH MEANS
SnowCloud respects intellectual property rights and you should too. If we receive a DMCA Notice, we may disable access or remove the allegedly infringing content from your website. If you don’t think the claim is valid, you can proceed with a counter notification.
If you believe one of our merchants is infringing your intellectual property rights, you can send SnowCloud a DMCA Notice. We will expeditiously disable access or remove the content and notify the merchant.
18. Rights of Third Parties
Save for SnowCloud and its affiliates, SnowCloud Users or anyone accessing SnowCloud Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.
WHICH MEANS
Only SnowCloud, SnowCloud Users and persons accessing SnowCloud Services have any rights under these Terms of Service.
19. Privacy & Data Protection
SnowCloud is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that SnowCloud’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.
WHICH MEANS
SnowCloud’s use and collection of personal information is governed by our Privacy Policy. Additionally, if you or your customers are located in Europe, SnowCloud’s use and collection of European personal information is further governed by our Data Processing Addendum.
