Master Subscription Agreement (MSA)

2.1 Services: The “Services” encompass the software and/or platform offered by Snap Compliance, according to the corresponding Services or, where applicable, a free trial period (“Trial Services”). Access is provided under the Software as a Service (SaaS) modality. The Services do not include third-party products or services not controlled by Snap Compliance.

2.2 Service Period: Snap Compliance undertakes to provide access to the Services during the subscription term, or for Trial Services, the period specified upon trial activation.

2.3 Type of Use: The CUSTOMER will obtain access to the Software on their own equipment using the credentials provided by Snap Compliance, according to the subscription plan selected. The features, functionalities, and scope of each plan are detailed on the Snap Compliance website, and the CUSTOMER acknowledges having understood and accepted said conditions upon contracting. The chosen subscription will determine the model type used, the number of authorized users, and the specific conditions applicable to the service. In the event of free services, Snap Compliance reserves the right to discontinue or modify them at any time.

3.1 Fees: The CUSTOMER shall pay the fees (“Fees”) defined in the service subscription provided. These fees may include costs for number of users, storage space, additional modules, or any other concept detailed therein.

3.2 Billing; Taxes:

• The CUSTOMER shall maintain a valid payment method (credit card, debit card, or other accepted means).
• Snap Compliance will bill the Fees at the beginning of the subscription, at the beginning of each renewal, or as specified in the Service Subscription.
• The CUSTOMER shall pay the invoice according to the deadlines indicated (which may be immediately via automatic charge or upon invoice).
• Fees do not include taxes (state, federal, or other). The CUSTOMER assumes payment of applicable taxes, unless the law requires Snap Compliance to collect and remit them.

3.3 Price Changes: Snap Compliance may modify the fees at the beginning of any subscription renewal, reasonably notifying the CUSTOMER before the end of the current period.

3.4 Discounts and Promotions: Certain prices, discounts, or promotions may be temporary and expire upon the next renewal. Snap Compliance may modify or discontinue promotions at any time.

3.5 Free Trial Services:

• If the CUSTOMER accesses a trial period (“Trial Services”), it will begin on the activation date and end on the date communicated or at the start of the paid subscription, whichever occurs first.
• During Trial Services, Snap Compliance may delete or permanently erase the CUSTOMER's information if they do not subscribe to the paid Service or export it before the trial ends.
• Trial Services are offered “as is” and “as available”, without warranties or indemnity liability, except to the extent required by law.

3.6 Suspension for Non-Payment: Failure to pay for more than [30] days from the invoice due date allows Snap Compliance to immediately suspend access to the Services until the debt is settled, without prejudice to other legal actions.

4.1 Term: This MSA enters into force on the Effective Date and will remain until the Service subscription term ends. The Service will automatically renew for successive periods according to the subscription type taken by the CUSTOMER.

4.2 Termination for Cause:

• Either Party may terminate this MSA in the event of a material breach by the other Party, if such breach is not remedied within 10 business days of notification.
• Snap Compliance may terminate immediately if the CUSTOMER incurs in any prohibited uses (see Section 5.5) or fails to pay Fees within [60] days of invoice issuance.
• If a Party files for bankruptcy, insolvency, or liquidation proceedings, the other Party may terminate automatically.

4.3 Effects of Termination:

• Upon termination of the entire MSA, all current Service Subscriptions also terminate.
• The CUSTOMER will cease accessing the Services and Snap Compliance will withdraw such access.
• Unless otherwise agreed, the CUSTOMER shall not be entitled to a refund of fees paid previously.
• Surviving termination: accrued payment obligations, limitations of liability, confidentiality, and intellectual property provisions.

5.1 Intellectual Property Rights:

• Each Party retains ownership of its respective patents, inventions, copyrights, trademarks, trade secrets, and any other intellectual property rights held prior to subscribing to this MSA.
• Snap Compliance retains all rights to the Software and platform (including documentation, manuals, codes, and any element constituting the “Services” or “Service Information”).
• The CUSTOMER retains rights to the information entered, uploaded, or generated on the platform (“CUSTOMER Information”).

5.2 Feedback: If the CUSTOMER provides suggestions or recommendations to Snap Compliance, they grant Snap Compliance an irrevocable, international, royalty-free, and sub-licensable license to use and commercially exploit those suggestions in the development and improvement of the Services.

5.3 License Grant: Snap Compliance grants the CUSTOMER (and their Authorized Users) a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services under the terms and restrictions of this MSA and the Service Subscription.

5.4 Authorized Users:

• The CUSTOMER may designate employees, agents, or contractors to access the Services (“Authorized Users”).
• The CUSTOMER assumes responsibility for all use or misuse of the Services by said Users and will guarantee their compliance with this MSA.
• Each Authorized User will have individual credentials; sharing credentials will be considered a material breach of the MSA.

5.5 Prohibited Uses: The CUSTOMER and Authorized Users shall not:

1. Sell, resell, sublicense, or assign access to the Services to third parties without written authorization;
2. Violate applicable laws or regulations when using the Platform;
3. Attempt to decompile, disassemble, reverse engineer, or discover the source code of the Services;
4. Introduce malicious software (viruses, trojans, worms, etc.);
5. Use automated systems (spiders, scrapers, bots) to extract data without permission;
6. Use the Platform for purposes that compete with or seek to replicate Snap Compliance functionality;
7. Upload unlawful, offensive, injurious information or information infringing third-party rights;
8. Perform any act that threatens the security or availability of the Platform;
9. Allow access to Snap Compliance competitors without express consent;
10. Breach any other policy reasonably notified by Snap Compliance.

6.1 Confidential Information: “Confidential Information” is any technical, financial, or commercial information marked as confidential or which, by its nature, should be understood as such. Each Party agrees not to disclose or use the other Party's Confidential Information except to comply with this MSA.

6.2 Exceptions: Information will not be considered Confidential Information if it: (i) is public domain without infringement, (ii) is independently developed by the receiving Party, (iii) is legitimately communicated by a third party, or (iv) must be disclosed by law or court order.

6.3 Duration: Confidentiality obligations will subsist while this MSA lasts and for [5 years] after its termination, unless it constitutes a trade secret, in which case it will subsist indefinitely.

7.1 Personal Data Protection: Snap Compliance processes the CUSTOMER's personal information in accordance with current regulations (GDPR, CCPA, local LATAM laws) and its Privacy Policy. Reasonable measures will be employed to protect the confidentiality, integrity, and availability of data.

7.2 Responsibility for Information: The CUSTOMER is ultimately responsible for the data entered or processed through the Services, as well as for having the necessary legal bases or consents.

8.1 Authority: Each Party declares it has the legal authority to enter into this MSA.

8.2 Snap Compliance Warranties: (i) Will maintain security safeguards; (ii) Services will function substantially according to documentation; (iii) Provided “as available”.

8.3 Disclaimer: Except as expressly indicated, Services are provided “as is”. Snap Compliance will not be responsible for the CUSTOMER's risk management or regulatory compliance, being solely a support tool.

9.1 Indemnification by Snap Compliance: Will defend the CUSTOMER against third-party claims for intellectual property infringement, subject to timely notification and control of the defense.

9.2 Exclusions: Does not apply if infringement derives from misuse, unauthorized modification, or combination with other products.

9.3 Limit: Total liability will not exceed the amount of fees paid in the last 12 months.

9.4 Indemnification by CUSTOMER: The CUSTOMER will indemnify Snap Compliance against claims for prohibited use or infringement of third-party rights via their Information.

10.1 Exclusion of Indirect Damages: Neither Party will be liable for indirect damages, loss of profits, or data.

10.2 Total Liability Limit: Except for exceptions (confidentiality, IP, willful misconduct), liability is limited to Fees paid in the last 12 months. For exceptions, up to ten times that amount.

The use of the application and transfer of information received from Google APIs to any other app will adhere to Google API Services User Data Policy, including the Limited Use requirements.

The use of the application and transfer of information related to Microsoft Clarity will adhere to the Microsoft Clarity Privacy Policy.

11.1 Entire Agreement: This MSA replaces prior agreements.

11.2 Assignment: Requires prior consent, except for merger or acquisition.

11.3 Severability: If a clause is invalid, the rest remains.

11.4 Relationship: Independent contractors.

11.5 Notices: To email info@snap-compliance.com for Snap Compliance.

11.6 Governing Law: State of Delaware, USA.

11.7 Export Control: Compliance with export regulations and sanctions (OFAC).

11.8 Anti-Corruption: Prohibition of bribes and improper payments.

11.9 Publicity: Snap Compliance may refer to the CUSTOMER as a user in marketing materials.

11.12 AML Compliance: The CUSTOMER declares their resources do not come from illicit activities.