Terms and Conditions

Snakzy Advertising Terms & Conditions

Version 1.0, last amended 2024-07-15

       1. General Provisions

       1.1. These terms and conditions are a legal agreement between Snakzy and the Client, identified on the Insertion Order for Services. These Terms and Conditions apply to the relations of the Parties as of the date of the applicable Insertion Order, or if none, then upon the last date of confirmation of these Terms and Conditions by the Client (“Effective Date”).

       1.2. FOR AVOIDANCE OF DOUBT THESE TERMS AND CONDITIONS APPLY BY DEFAULT IF THE CLIENT RECEIVES SERVICES IN THE ABSENCE OF AN ORDER OR IF THE CLIENT CONTINUES TO RECEIVE SERVICES AFTER AN ORDER HAS EXPIRED. A Client not agreeing with these Terms and Conditions must not accept or receive Services. By continuing to accept Services without a valid Order the Client agrees to be bound by the Terms and Conditions as of the first date that the Services are received by such Client.

        2. Definitions

Ad – any advertisement or creative content provided, presented or delivered through Services, including the content (e.g., text, graphics, audio and video), format, URLs, pixels, tags, logos, trademarks, brand features, and information included in such advertisement or creative.

Affiliate – an entity controlled by, controlling, or under common control with a Party.

Agreement – means collectively Insertion Order (if concluded), these Terms and Conditions and any Order concluded between Snakzy and the Client.

Application – the Client's application (including the content contained therein), projects, media, software, or virtual-reality or augmented-reality content supported by the Services, that the Client either develops, owns, operates or controls, or on which the Client represents and warrants that the Client has a contractual right to serve Ads and utilize the Services.

Attribution Partner – the third-party attribution company (mobile measurement partner (MMP) or other) that collects data as part of ad campaigns.

Campaign Information – commercial details specified in an Order.

Campaign Services – advertisement and promotion of Client’s Application on Snakzy Platform which may include access to certain Service Assets, where applicable.

Client – client identified on the Insertion Order or otherwise engaging with Snakzy for the purpose of receiving Services.

Client's Data – information and data that the Client may collect directly from the End Users and pass to Snakzy in connection with the Services.

Deliverable – an asset, such as an ad creative or other assets specifically ordered and separately invoiced and paid for by the Client.

Documentation – instructions, requirements, guidelines and other documentation for the Services and Service Assets made available by Snakzy, as modified and updated from time to time. Documentation may vary by platform and integration method.

End User – end user who views, uses or otherwise engages with an Application or the Snakzy Platform.

Invalid Activity – any artificial, fraudulent, deceptive or other means to simulate, manipulate or increase impressions, views, taps, clicks, downloads, installs or any other interactions not arising from actual End User interest in the Ads, including intentional and/or fraudulent traffic, as well as accidental traffic generated by the Client or End Users.

Order – a mutually agreed instruction between Snakzy and the Client specifying the Campaign Information, including the fees and parameters for the Services. For avoidance of doubt, the Order may be provided, without limitation, as an insertion order, order form, service confirmation, an online sign-up, subscription, product page, or billing flow, an addendum, a statement of work, or a similar written document or communication (including via email). Unless otherwise stated in the Order, all Orders for Services are subject to Insertion Order (if concluded) and these Terms and Conditions.

Policies – Snakzy Privacy Notice, and all policies and guidelines which may be communicated to the Client by Snakzy, and as may be modified from time to time with or without notice.

Sensitive Data – information in any of the following categories: (i) passwords or authentication/authorization credentials of any kind, (ii) financial account information of any kind (including, credit card numbers), (iii) passport, ID, driver's license, social security or any other government issued identification numbers, (iv) data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, data concerning health or data concerning a natural person's sex life or sexual orientation, (vi) personally identifiable information other identifiers knowingly collected from children under the age of 13, and (vii) any information under strict regulatory or contractual handling requirements.

Service APIs – the APIs that Snakzy permits the Client to access solely for corresponding Services.

Service Assets – Documentation, Service APIs, Service SDKs, or any creatives developed by Snakzy that the Client did not order and pay for specifically, that Snakzy permits to access solely for Client’s use related with the corresponding Services.

Service SDKs – software development kits provided by Snakzy, libraries, source code, sample code, plug-ins and extensions that may be made available by Snakzy to the Client for purposes of implementing corresponding Services in Client’s Applications.

Services – Snakzy’s Platform advertising services, access to Service Assets, and/or any other related services that shall be provided in relevant Order, as the case might be, or any additional services that Snakzy may provide in accordance with the Policies and Documentation.

Snakzy – unless expressly provided otherwise in the Insertion Order, UAB Helis play, with its registered office at Gyneju St. 4-333, Vilnius, the Republic of Lithuania, and its Affiliates.

Snakzy Data – all data gathered, collected, and/or generated by Snakzy and its vendors directly from the End Users or the Snakzy Platform. For avoidance of doubt, Snakzy Data does not include Client Data but may be similar to, equal to, or the same as the Client Data.

Snakzy Platform –  web or mobile platforms operated and controlled by Snakzy where End Users may discover, install, and/or engage with various games, activities, and contests, which may include Client’s Applications, as well as receive rewards for various engagement activities within Applications.

Snakzy Privacy Notice – privacy notice available at www.eneba.com/snakzy-privacy-notice, as may be updated from time to time.

Snakzy Terms of Use – terms and conditions for End Users available at www.eneba.com/snakzy-terms-of-use, as may be updated from time to time, to which all End Users must agree to in order to access and use Snakzy Platform.

Test Services – Services in development or preview form including “preview packages”.

Tracking Technologies – technologies used to store or gain access to data stored on a user’s device, including (as applicable), cookies, mobile SDKs, browser cache, unique identifiers, web beacons, pixels and/or similar tracking technologies. 

        3. Provision of Services 

        3.1. Services provided. Under the terms of this Agreement Snakzy provides advertising, user acquisition, and user retention services to the Client via Snakzy Platform, where End Users may discover, install, and/or engage with Client’s Applications.

        3.2. Engagement. By entering into an Order, the Client engages the Services under these Terms and Conditions. Snakzy undertakes to put commercially reasonable effort to provide Services to the Client according to the Order.

        3.3. Parameters. The parameters for Campaign Services shall be agreed in the Order or otherwise in writing, between both Parties. Nevertheless, the Parties hereby agree that:

        3.3.1. The Client may supply Applications and Ad creatives (e.g. videos, end cards, playable, or other creative assets) for Snakzy to use while providing Campaigns Services. Client guarantees that all such Applications and Ad creatives will be complete, accurate, safe, secure, bug-free and error-free. Client agrees that to optimise Campaign Services Snakzy will be entitled to: (i) determine the size, placement, and positioning of Client’s Application and Ads on the Snakzy Platform; (ii) crop or resize Ads or otherwise modify Ad components; (iii) use creative content made available by the Client to create Ads and use such Ads when providing Campaign Services.

        3.3.2. Snakzy shall be entitled, in its sole discretion, to determine the mechanics of Campaign Services, including giving rewards to End Users for various actions within the Applications, such as playtime, events and purchase events. Snakzy's reward model is fully accepted by the Client. 

        3.3.3. Snakzy makes no guarantee regarding reaching particular performance metrics or campaign goals (e.g. Application installations).

        3.3.4. Snakzy makes no guarantee that Applications or Ads will appear in a particular position or rank.

        3.3.5. The Client expressly confirms their understanding that actual budgets, scheduling or other delivery targets or performance metrics are not guaranteed. Client also confirms that due to technical specifics of the Services reasons and/or delay in reporting there could be an overdelivery on monthly budgets and that the Client may be charged for delivery in excess of their budgets.

        3.3.6. The Client shall remain responsible for: (i) all content contained within Client’s Applications and Ads; (ii) all ad trafficking or targeting decisions made by the Client; and (iii) all Applications, content and properties to which Client’s Ads direct or redirect any End User.

        3.4. Adjusting parameters. The Client may request modifying Campaign Information from time to time by contacting their account manager, however, taking into account that any such changes are subject to Snakzy approval.

        3.5. Suspending Services. Snakzy reserves the right to suspend Services immediately if: (i) Snakzy has reasonable suspicion that the Client has engaged in fraudulent or unlawful activities; (ii) Client has violated these Terms and Conditions, Privacy Notice, laws or other Policies; (iii) Client’s actions have otherwise compromised integrity of the Snakzy Platform or Snakzy brand.

        3.6. Test Services. From time-to-time Snakzy may provide Services in experimental forms (e.g. alpha, beta or other in-development releases). Client hereby acknowledges and confirms that: 

        3.6.1 Any such Test Services are still in-development, unfinished and may have bugs or may not work as intended at all. 

        3.6.2. Test Services are provided AS-IS, without any warranty, whether implied, expressed or statutory. The Client agrees and confirms that Snakzy shall not be liable for any damages or loss related to Client’s use of such Test Services, and the Client agrees to use Test Services solely at their own option and risk.

        3.6.3. Snakzy may discontinue Test Services at any time upon its sole discretion.

        4. Payments

        4.1. Fee. The Client agrees to pay all amounts due to Snakzy as agreed per applicable Order and/or Campaign Information. All payments will be made in USD unless expressly agreed otherwise in the Order. Snakzy will send the Client via email an invoice for the previous month within 7 (seven) calendar days of the current month. The Client shall settle the invoice within 30 (thirty) days from the end of the billable month. Any disputes related to fees, not submitted to Snakzy in writing within 60 (sixty) days of the issuing of the invoice will be hereby deemed waived.

        4.2. Attribution. For fees based on cost-per-install model, all attributed installs will be reported based on the tracking records of the Attribution Partner, agreed by the Parties. Should the difference between Attribution Partner’s measurement and Snakzy measurement exceed 10% over the applicable invoicing period, either Party shall be entitled to request review and work together in good faith to resolve the discrepancy.

        4.3. Prepayment. Notwithstanding the above, Services to Clients, who have not signed a separate Insertion Order and have not agreed on the available budget for Campaign Services, shall be available on a prepayment basis  only.

        4.4. Invalid Activity. In case the Client provides evidence of Invalid Activity, Snakzy may in good faith adjust the Fees due to Invalid Activity, as evaluated and determined by Snakzy in its own discretion. For Client’s claims to be considered, the evidence must be provided from a reputable third-party fraud detection supplier and must be provided within 15 (fifteen) days from the end of month that this is being billed for.

        4.5. Late payment fees. Snakzy will be entitled to suspend or cancel Campaign Services if any of the Client’s payment is overdue. In case of late payment, Snakzy will be entitled to charge late payment fees at a rate of 5% per annum above the respectively published European Central Bank 1 month Euribor rate. Such fee shall accrue on a daily basis until actual payment of the overdue amount. The Client also undertakes to reimburse Snakzy for all costs incurred in connection with the collection of overdue amounts. 

        4.6. Taxes. Fees are exclusive  and will not be reduced to account for any taxes including any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including but not limited to the value-added, use or withholding taxes (collectively, “Taxes”). The Client is responsible for paying all Taxes associated with the Services received according to the tax laws applicable to the Client, if any.

        5. Client’s Obligations

        5.1. Client’s obligations. Client shall not and shall not authorize or otherwise permit any third party to: (i) use or access Snakzy Platform or Service Assets for any purpose other than receiving and verifying the Services under this Agreement; (ii) market, sell, lease, rent, sublicense, distribute, syndicate, transfer or otherwise make available to any third party any part of the Services or Service Assets; (iii) copy, modify, duplicate, decompile, reverse engineer, disassemble or create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or any of the Service Assets; (iv) remove, alter or obscure any proprietary notices (including copyright and trademark notices) on any of the Services or Service Assets; (v) access, store, distribute, introduce, or transmit any viruses, worms, defects, malware, spyware, adware, Trojan horse or any item of destructive nature through use of any of the Services, Service Assets, or any of Client’s Applications, or fail to use reasonable commercial efforts to maintain an up to date virus-scanning program; (vi)  access, store, distribute, introduce, or transmit any material into the Services which is false, deceptive, misleading, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or is otherwise illegal or causes damage or injury to any person or property; (vii) use any automated means or form of scraping or data extraction to access, query or otherwise collect information via the Service Assets or the Snakzy Platform, with the exception of reputable fraud detection suppliers; (viii) take any actions that interfere with, disrupt or interact in an unauthorized manner with any systems used for calculating conversions; (ix) log, capture, or otherwise create any record of any data  transmitted to or from the Service Assets.

        5.2. Compliance obligations. The Client shall comply with all applicable laws when using the Service and when providing data and information to Snakzy. Client shall comply with applicable notice and consent requirements to the End Users necessary to enable Snakzy to deliver the Services in accordance with Snakzy Privacy Notice. Client shall not transmit or store any Sensitive Data in the Snakzy Platform or provide to Snakzy any Sensitive Data in connection with the Services. Client shall not use the Service Assets or the Snakzy Data to create any other product, service or dataset outside of the Services.

         5.3. Maintenance of Client’s Applications. Client acknowledges and confirms that they are solely responsible for the development, operation and maintenance of Client’s Applications, including properly configuring Client’s Applications for the Services in accordance with the then-current Documentation, ensuring system compatibility with the Service Assets, and resolving any customer support or claims related to Client’s Applications.  

         5.4. Updates. Where applicable, Client agrees to update the most recent version of the Service SDKs within 90 (ninety) days of the version's release date from Snakzy.

         6. Intellectual Property

         6.1. Client intellectual property rights. The Client owns all rights, title and interest in and to: (i) Client’s Applications and Client Data; and (ii) Deliverables, including Ad creatives, that Snakzy develops specifically for the Client and which have been accepted and separately paid for by the Client. For the avoidance of doubt, creatives provided by Snakzy that are not separately invoiced and paid for by the Client are Service Assets and not Deliverables, and can only be used by the Client within the Services. To the extent Deliverables contain Snakzy Materials, Snakzy hereby grants to the Client a perpetual, worldwide, royalty-free, non-exclusive license to the Snakzy Materials as incorporated into or embedded in the Deliverables. The Client hereby grants to Snakzy a worldwide, royalty-free license to use and display the Deliverables in performing the Services for the Client.

         6.2. Client’s license. The Services may include advertising of Client’s Applications on the Snakzy Platform to End Users. Client hereby grants to Snakzy a worldwide, non-exclusive, royalty-free license to: (i) access, display, and permit installation by an End User of Client’s Application on the Snakzy Platform; (ii) reproduce, display, distribute and use Client’s Applications, including their associated descriptions, content, logos, name, and any trade names, in advertising, sales, marketing, promotional materials or communications related to the Services, by Snakzy or any of its Affiliates; (iii) use, reproduce, and display the Deliverables, including Ad creatives, as part of the Services; and (iv) to collect, use, and share Client’s Data in connection with the Services, for reporting purposes, and in response to a legal demand or process.

         6.3. Snakzy intellectual property rights. Snakzy owns all right, title, and interest in and to the Snakzy Platform, Snakzy Data, Services and Service Assets, including all derivatives and modifications thereto.  All rights not expressly granted are reserved by Snakzy.

         6.4. Snakzy’s license. Subject to Client’s compliance with the terms of this Agreement, Snakzy grants the Client a worldwide, royalty-free, limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term to: (i) access and use the Services, Service Assets and analytical Snakzy Data as provided by Snakzy in accordance with this Agreement and the applicable Documentation and Policies; and (ii) use and integrate the Service SDKs or Service APIs in the Client’s Applications in accordance with the applicable Documentation and Policies.

          7. Confidentiality and Data Use

          7.1. Confidentiality. Each Party undertakes with the other that it shall keep and it shall procure that its respective officers and employees keep secret and confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of discussions leading up to or the entering into or performance of this Agreement (the “Information”) and use such only for the purposes of this Agreement and shall not use or disclose the same or any part of it other than for the performance of this Agreement. This Section 7.1 shall not apply to any information which the other Party (as the case may be) can prove to have been lawfully in its possession at the date of receipt or which is or becomes public knowledge otherwise than through a breach of any obligation of confidentiality owed to the Party communicating such information to the other.

          7.2. Snakzy Data.  Snakzy collects and/or receives certain personal data and/or personal information from End Users relating to End Users’ use of the Snakzy Platform, including information relating to End Users’ use of Client’s Applications via the Snakzy Platform (collectively, “Snakzy Data”). Snakzy is the data controller of Snakzy Data and will process such data in accordance with applicable data protection laws, Snakzy Terms of Use, and Snakzy Privacy Policy. 

          7.3. Client Data. The Client may collect and/or receive certain personal data and/or personal information relating to End Users’ use of Client’s Application(s) (collectively, “Client Data”). The Client is the data controller of Client Data and shall process such data in accordance with applicable data protection laws, Client’s terms of use and privacy policy. The Client acknowledges and agrees that Snakzy shall have no liability or responsibility for obtaining any required End User consents, opt-outs or other privacy signals (COPPA, LAT, ATT status, etc.) in connection with the collection and processing of Client Data. Further, to the extent applicable, Client agrees that the Client is solely responsible to provide any and all controls, opt-outs, and other mechanisms for End Users to exercise their rights and effectuate their privacy choices under applicable data protection laws with respect to Client Data and any data collected via Client’s Application(s). 

         7.4. Compliance with Applicable Data Privacy Laws. With respect to any data that constitutes “personal data” or “personal information” under applicable law,  whether provided by Client to Snakzy or to which Client grants Snakzy access under or in connection with this Agreement: the Client shall provide sufficiently clear, meaningful and prominent notices to, make all required disclosures to, and obtain the necessary consent or permission from any individual to whom such data relates regarding the collection, disclosure, use and security of such data. In addition, the Client will at all times maintain, display and abide by a  conspicuously placed privacy policy that makes appropriate disclosures to End Users, including disclosures that (i) comply with all applicable privacy and data protection laws and regulations and/or any applicable requirements, terms, or guidelines required by Client’s platform providers (e.g., Google and/or Apple); (ii) explain that End User’s data can be processed as contemplated herein; (iii) provide notice of the use of Tracking Technologies or any other visitor identification technology that collects, uses, shares and stores data about End Users of Client’s Application(s); (iv) contains a clear and conspicuous link to or description of how to access an opt-out mechanism.  Client shall promptly notify Snakzy of any end user that has opted-out of data collection by the Client or Snakzy.  Where applicable law requires user consent to pass personal information or employ Tracking Technologies, the Client shall not pass such personal information to Snakzy or employ Tracking Technologies without obtaining the requisite consent.  

         7.5. The Client shall not launch into the Services any Application that is directed at children under age thirteen (13), and the Client shall flag or inform Snakzy in writing prior to launching any of such Applications. The Client shall not pass to Snakzy any (i) personal information of children under 13 as defined under COPPA or similar legislation, as applicable or (ii) personal information of a consumer (as defined under the CCPA) under age sixteen (16), where applicable, unless such consumer has given consent.

        7.6. Each Party shall implement appropriate technical and organizational measures to protect the personal data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorized disclosure of, or access to the personal data (a "Security Incident").  In the event that a Party suffers a confirmed Security Incident, it shall notify the other Party without undue delay and both Parties shall cooperate in good faith to agree and action such measures as may be necessary to mitigate or remedy the effects of the Security Incident. Nothing herein prohibits either Party from moving forward to notify regulatory authorities as may be required by law prior to notification of the other Party so long as the notifying Party provides notification to the other Party without  undue delay.

        7.7. The Data Transfer Addendum for Snakzy Services (“DTA”), available at: www.eneba.com/snakzy-data-transfer-agreement is an integral part of this Agreement.  The terms of the DTA are only applicable to the extent Snakzy receives or shares with the Client data that falls under definition of “personal data” as defined in applicable EU data protection laws and the DTA.

         8. Representations and Warranties

         8.1. Mutual representations and warranties. Each Party represents and warrants that:

         8.1.1. It has full legal capacity which is not restricted in any way and has the right to conclude this Agreement and perform all obligations under this Agreement.

         8.1.2. It has a full right, power and authority to sign this Agreement and perform all arrangements under this Agreement. The obligations under this Agreement shall be valid, binding and enforceable in accordance with the terms of this Agreement.

         8.1.3. Conclusion and execution of this Agreement does not breach any term or condition set forth in (i) the Party’s articles of association or other document regulating its activities (if applicable); (ii) any decision, order, instruction, decree or resolution of the court, arbitration, state or local authority applicable to the Party; (iii) any agreement, licence, arrangement or permission the Party is a party to; and (iv) any applicable laws.

         8.1.4 Conclusion and execution of this Agreement does not contradict and does not violate any right or legal interest of the Party’s creditors.

         8.1.5. There is no petition to start bankruptcy proceedings against the Party, there are no insolvency or liquidation proceedings started against the Party, the Party has not received any notification on any intention to start any of the said proceedings.

         8.2. Client’s representations and warranties. Client hereby represents and warrants that:

         8.2.1. The Client is the owner or legally authorized to act on behalf of the owner of each of Client’s Applications and/or Ads.

         8.2.2. Client’s Applications and Ads are free from viruses or other malware.

         8.2.3. Each of Client’s Applications and/or Ads do not violate these Terms and Conditions or any requirements imposed by Client’s platform providers

         8.2.4. Client owns or has all necessary rights or permissions to Client’s Applications and/or Ads and any information, data, creatives, artwork, or other items the Client provides to Snakzy, and Client’s provision of the foregoing does not infringe the intellectual property rights, privacy rights, rights of publicity or other rights of any person or entity

         8.2.5. Client’s Applications and/or Ads, the Client and Client’s activities in connection with the Services will comply with all applicable laws, self-regulatory rules, industry rules and governmental regulations, including privacy laws and international anti-corruption and bribery laws; 

         8.2.6. Client is compliant with sanctions laws and is not a sanctioned person under any applicable sanctions list; 

         8.2.7. To the extent required by applicable laws, Client will obtain and comply with any and all applicable consents, authorizations and clearances from End Users to allow Snakzy to collect, use, store, process and transfer data from End Users as contemplated in these Terms and Conditions and in accordance with Snakzy Privacy Notice.

         8.3. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED HEREIN, SNAKZY AND ITS AFFILIATES DISCLAIM ANY AND ALL OTHER WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  ALL SERVICES, CONTENT, MATERIALS, INFORMATION, AND DATA FROM SNAKZY ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND.  THERE IS NO WARRANTY THAT THE SERVICES, MATERIALS, DELIVERABLES, DATA, OR INFORMATION FROM SNAKZY ARE ACCURATE, COMPLETE, RELIABLE OR CURRENT OR THAT THE OPERATION OF THE SERVICES OR THE SNAKZY PLATFORM WILL PERFORM UNINTERRUPTED OR ERROR FREE. SNAKZY SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE CLIENT WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS AT ALL), THAT SNAKZY WILL OPTIMIZE ANY KEY PERFORMANCE INDICATOR, OR ANY OTHER PARTICULAR BENEFITS WILL BE OBTAINED THROUGH THE USE OF THE SERVICES, THE SNAKZY PLATFORM, OR SERVICES ASSETS.

        9. Indemnity

        9.1. Snakzy’s indemnity. Snakzy will indemnify, defend, and hold the Client harmless from and against third party claims, demands, suits, or proceedings based on allegations that the Snakzy Platform or Service Assets infringe such third party’s valid patent, copyright, or trademark.  The above indemnification will not apply if the infringement claim arises from: (i) modification of the Services by any party other than Snakzy; (ii) combination of the Services with the Client’s Applications, Ads, or any materials that the Client provides to Snakzy; (iii) Client’s use of the Services in violation of, or for purposes not intended by, this Agreement; or (iv) claims due to any third party applications. In case of any such claims, Snakzy may, in its sole discretion, use commercially reasonable efforts to: (a) procure for the Client the ability to continue using the Services; (b) replace the Services with other non-infringing services of substantially equivalent functions; (c) modify the applicable Services or Service Assets so that there is no longer any infringement; or (d) terminate this Agreement. THIS PROVISION SETS FORTH SNAKZY’S SOLE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD-PARTY CLAIM OF INTELLECTUAL PROPERTY RIGHTS BREACHES BY SNAKZY.

        9.2. Client’s indemnity. The Client shall fully indemnify, hold harmless and defend Snakzy and its directors, officers, employees, agents, stockholders and Affiliates from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), which arise out of or relate to (i) any breach or violation of any covenant or other obligation or duty of the Client under this Agreement or under applicable law or of any representation or warranty, (ii) claim that any of the Client’s Applications, Ads, or any content,  materials, information, data or items provided to Snakzy infringe upon, violate or misappropriate any third party’s intellectual property rights, privacy rights, rights of publicity or other rights; (iii) Snakzy’s use of any content or materials that the Client requests Snakzy to use, (iv) violation or failure by the Client or Client’s third-party business partners to comply with any laws or regulations in connection with Client’s Applications, collection of data, or use of the Services.

        9.3. General Indemnity Provisions.  In all cases in which a Party seeks indemnification and/or defence hereunder, the indemnitee shall provide the indemnitor with prompt written notice of such claim, reasonable cooperation and assistance to the indemnitor in connection with such claims, and full control and authority to investigate, defend and settle such claims, subject to prior approval by the indemnitee. The indemnification obligations of each Party do not apply to the extent that a claim arises out of the other Party’s violation of this Agreement.

        10. Limitation of Liability

        10.1. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT OR TORT, FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, OR LOSS OF GOODWILL RELATING TO THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES ARE FORESEEABLE.  EACH PARTY’S TOTAL AGGREGATE LIABILITY RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY THE CLIENT TO SNAKZY IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.  THE FOREGOING EXCLUSIONS AND LIMITATIONS DO NOT APPLY TO CLIENT’S PAYMENT OBLIGATIONS OR A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 9, MISAPPROPRIATION OR DISCLOSURE IN BREACH OF CONFIDENTIALITY OBLIGATIONS IN SECTION 7, OR GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

        11. Change of Terms and Conditions

Snakzy may, from time to time, modify these Terms and Conditions at its discretion. Client is encouraged to review these Terms periodically for changes. Client’s continued use of the Services or any of the Services Assets following modifications made to these Terms and Conditions or any of the Policies constitutes Client’s acceptance of them.

        12. Termination

        12.1. Termination for convenience. Either Party may terminate the Agreement for convenience with 30 (thirty) days prior written notice. Unless agreed otherwise between the Parties, any active Campaign Services will be suspended on the next business day after Snakzy receives termination notice from the Client.

        12.2. Termination due to breach. Either Party may terminate the Agreement with immediate effect upon giving written notice to the other Party if: (i) the other Party commits a material breach of the Agreement which breach is irremediable or, in the event of a remediable breach, the other Party has failed to remedy that breach within a period of 10 (ten) days after being notified in writing to do so; or (ii) the other Party becomes the subject of a voluntary or involuntary proceeding concerning insolvency, receivership, liquidation, or composition for the benefit of creditors.

         12.3. Effect of Termination. Upon termination or expiration of the Agreement for any reason the Client shall: (i) immediately cease using the Services; (ii) promptly return or destroy Snakzy Confidential Information in Client’s possession; (iii) settle with Snakzy all outstanding unpaid amounts up to the date of termination or expiration, and pay for the already provided Services. The Parties confirm their understanding that due to specifics of the Services, they might keep accruing even after Campaign Services have been suspended. For avoidance of doubt, Snakzy will be entitled to deduct any such outstanding charges from the Client’s billing account (if any).

         13. Other provisions

         13.1. Governing law. This Agreement and the relations between the Parties in respect to this Agreement (including the execution, validity, invalidity, implementation and termination of this Agreement) are governed by and interpreted in accordance with the Laws of England and Wales.

         13.2 Dispute resolution. Any dispute, controversy or claim, arising out of or relating to this Agreement, its breach, termination or validity shall be finally settled in the respective court of England and Wales subject to the rules of jurisdiction.

         13.3. No partnership. Nothing in the Agreement shall be deemed to constitute a partnership or agency relationship between the Parties and neither Party shall hold itself out as a partner or agent of the other Party.

         13.4. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by the Client, except in the case of a merger, acquisition, or sale of substantially all of the Client assets. This Agreement will be binding upon the assignees of the Client. Snakzy shall have the right to transfer its rights and obligations arising from the Agreement to third-persons. Snakzy will inform of such transfer in writing.

         13.5. No waiver. Except otherwise provided in the Agreement, no delay of the Party to exercise any right or to perform an obligation under this Agreement shall be considered as a waiver of such right or excuse from the performance of such obligation and separate or partial performance of any obligation. Separate or partial exercise of any right shall not mean that this obligation need not be performed, or this right may not be exercised in the future. Notwithstanding the above, the Client agrees that any claim arising form or related to this Agreement must be filled within 1 (one) year after the claim arose; otherwise the claim will be permanently barred where permitted by applicable law.

         13.6. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable by a court or arbitral tribunal, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held to be illegal, invalid or unenforceable only in part, or to a certain degree, will remain in full force and effect to the extent that it is not held illegal, invalid or unenforceable. The Parties will amend this Agreement by replacing such illegal, invalid or unenforceable provisions with legal, valid and enforceable provisions that would produce the result as close as possible to the intentions of the Parties. The Parties will put all their best efforts into ensuring the implementation of all the provisions hereof.

         13.7. Integrity. This Agreement is a document negotiated and drafted by all Parties. This Agreement supersedes all prior contracts or arrangements of the Parties regarding the subject matter of the Agreement and constitutes a complete and exclusive statement on the terms and conditions of the Agreement (the subject matter of the Agreement) between the Parties. Nothing in this Section operates to limit or exclude any liability for fraud.

         13.8. No contradictions. Each Party undertakes not to enter into any arrangements incompatible with the obligations of the Parties hereunder after the execution of this Agreement.

         13.9. Notices. All notices and other communications under or in connection with this Agreement shall be made in writing in the English language and shall be considered as duly served if sent to the address of the Party indicated  below or to another address the Party may designate by written notice to the other Party: (i) on the same day when delivered upon acknowledgement of the receipt; (ii) upon factual receipt when it is sent by pre-paid registered mail (with written confirmation of the receipt); (iii) on the following business day if sent by email (with written confirmation of the receipt).