Terms of Service
Last Updated: May 25, 2018
This Agreement is entered into by and between Afterlive.tv Inc., a wholly owned subsidiary of Twitter, Inc., and d/b/a SnappyTV (“SnappyTV”) and you (“Customer” or “you”), and governs your access and use of any SnappyTV products and services, including, without limitation, www.snappytv.com, and all products and services offered on, by, or through www.snappytv.com, including the SnappyTV Software (as defined below), LiveCapture Cloud-based DVR and LiveCut Editor (collectively, the “Service(s)”).
If you are accessing or using the Services on behalf of a company or other legal entity, such as your employer, you represent and warrant that you are an authorized agent of that entity and have the authority to bind such entity to this Agreement, in which case the term “Customer” shall refer to such entity. Customer and SnappyTV hereby agree as follows:
In addition to terms defined elsewhere in this Agreement, the terms set forth immediately below have the following meanings:
“Administrator(s)” means any Authorized User that is designated by Customer to manage other Authorized Users’ access to the Services.
b. “Affiliates” means, with respect to a party, any person that directly or indirectly Controls, is Controlled by or is under common Control with that party, where “Control” means beneficial ownership of at least fifty percent (50%) of the then-outstanding voting shares or equity interests in the person in question or the ability to otherwise direct the affairs or operations of the person in question, but only so long as such control exists.
c. “Authorized Users” means any individual who is authorized by Customer to access and use the Services on behalf of Customer.
d. “Customer Content” means the materials, audio, video, graphics, data, information, and other content stored, processed or transmitted via the Services by Customer or on behalf of Customer.
e. “SnappyTV Software” means any software or source code provided to Customer by SnappyTV under this Agreement, including any APIs, software development kits and embed codes.
f. “Video Stream” means the live stream of video content made available via the Services by or at the direction of Customer.
g. “Usage Data” means all information, data and other content, not including any Customer Content, accessed by SnappyTV via Customer’s access and use of the Services, including without limitation Customer’s IP address, web request headers, including without limitation browser type, user agent, and referral page, web pages visited on the Services, cookie information from Customer’s usage of the Services, and other information relating to Customer’s usage of the Services.
h. “Twitter TV Data” means all Twitter-provided data relevant to TV content, including without limitation, Tweets per minute, search terms and specific Tweets.
2. Access to the Services.
a. Authorized Users; Administrators. Customer is solely responsible for designating all Authorized Users and Administrators and for providing accurate contact information to SnappyTV for such Authorized Users and Administrators. Customer is responsible for (i) ensuring that all Authorized Users comply with the terms of this Agreement, and (ii) any breach of this Agreement by any Authorized User.
b. Credentials. Each Authorized User may access and use the Services only after completing the applicable registration process via SnappyTV’s website. Access to Customer’s Service account(s) will be enabled by use of username(s) and password(s) selected by each Authorized User (“Credentials”). Customer is solely responsible for all activities occurring under Customer’s account(s) or through the Credentials. Each Authorized User will maintain the confidentiality of his or her Credentials and will not disclose such Credentials to any other party. Any activities undertaken through the use of the Credentials will be deemed to have been performed by an Authorized User. SnappyTV has no obligation or responsibility with regard to Customer’s or any Authorized User’s use, distribution, disclosure, or management of Credentials. Customer will immediately notify SnappyTV of any unauthorized access or use of Credentials that is known to, or reasonably suspected by, Customer. SnappyTV reserves the right, at any time, to require that any Authorized User change his or her Credentials.
c. Equipment. Customer is solely responsible for providing and maintaining at its own expense all equipment, software, services and other items necessary to access and use the Services (including, without limitation, computer hardware and software, modems, telephone service and Internet access).
d. Compliance with Law. Customer will comply with, and ensure that its Authorized Users comply with, all laws, rules and regulations applicable to Customer and its Authorized Users’ access and use of the Services.
3. Other Customer Obligations.
a. Customer Content; Video Stream. Subject to the terms and conditions of this Agreement, the Services will provide the ability for Customer to (i) upload Customer Content to the Services, solely in a form and manner consistent with the design and technical requirements of the Services, (ii) record Customer Content from a Video Stream, (iii) edit and otherwise modify Customer Content via the Services, and (iv) distribute Customer Content to, or otherwise make Customer Content available via, third party websites and online services and Customer’s own websites and online services. Customer hereby grants SnappyTV a non-exclusive, worldwide, royalty-free license to use, copy, modify, distribute, publicly perform, and publicly display the Customer Content solely for purposes of providing the Services used by Customer. Customer also hereby grants SnappyTV permission to use, but not publicly display, distribute, or perform, Customer Content solely for purposes of internal product development and/or testing. Customer represents and warrants that (1) it or its licensors own all right, title and interest in and to the Customer Content, (2) it has all necessary rights, title, and interest in and to all intellectual property rights relating to the Customer Content (including, without limitation, any third party materials included therein) to grant the license to SnappyTV contemplated by this Agreement, (3) it has all necessary rights to enable SnappyTV to distribute the Video Stream to Customer via the Services, and (4) the Customer Content, and Customer’s activities in connection therewith via the Services, do not and will not violate any applicable law, rule or regulation or otherwise infringe upon any intellectual property right of any other party. Customer agrees to indemnify SnappyTV for any breach of the foregoing representations and warranties as set forth in Section 12.
b. Feedback. Customer may provide SnappyTV with comments, feedback or suggestions regarding the Services (“Feedback”). SnappyTV shall own exclusive rights to any Feedback, including all intellectual property rights therein, and shall be entitled to the unrestricted use and dissemination of any Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to Customer or any third party. For the avoidance of doubt, Feedback shall not include any Customer Content, Customer Data or Video Stream.
c. Customer Data. Customer hereby grants SnappyTV and its Affiliates a nonexclusive, worldwide and royalty-free right and license to access, copy, distribute, process and use all information, data and other content, excluding any Customer Content, provided by Customer to SnappyTV, or otherwise received by SnappyTV, in connection with Customer’s use of the Services (collectively, “Customer Data”) solely for the purpose of providing the Services, creating aggregate measures of Services usage, engagement, and performance, using general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired, learned or received during provision of the Services (including without limitation, that which it could have acquired performing the same or similar services for another customer), and as otherwise expressly permitted in this Agreement. Customer agrees that (a) the Services depend on the availability of the Customer Data, and (b) SnappyTV will not assume any responsibility or liability for, or undertake to verify, the legality, accuracy or completeness of the Customer Data. SnappyTV shall have no obligation to store any Customer Data.
d. Restrictions on Use. Customer will not use any Service, SnappyTV Software or Twitter TV Data: (i) in any manner not expressly permitted by this Agreement; (ii) in any manner that is inconsistent with its design or documentation; (iii) in any unlawful manner or for any unlawful purpose, including use in a manner that infringes the intellectual property rights of any party; or (iv) to harm any Service, SnappyTV, or other customers of SnappyTV. Without limiting the generality of the foregoing, Customer will not, nor will it permit or assist others to: (A) enable access to the Services by any unauthorized third party other than in connection with any third party’s access to Customer Content made publicly available via the Services by Customer; (B) access, alter, or destroy any information of another customer of SnappyTV, or attempt to do so; (C) introduce a virus, worm, Trojan horse, or other harmful software code or similar files that may damage the operation of the Services, the SnappyTV Software or another party’s computer, property, or information; (D) use the Services in a manner that damages, disables, overburdens, or impairs any SnappyTV server or network(s) connected to any SnappyTV server, or interferes with any other party’s use and enjoyment of the Services; (E) host, on a subscription basis or otherwise, the Services (including any related application), (F) sell, lease, or rent access to or use of the Services, or otherwise transfer any rights to use the Services under this Agreement (including without limitation, on a timeshare or service bureau basis); or (G) defraud, defame, abuse, harass, stalk, threaten, or infringe the rights of privacy or other intellectual property rights (including copyright) of others.
e. Further Restrictions. Customer will not use the Services (i) to promote, distribute, offer, or sell: (A) firearms, explosives, weapons, weapons accessories, tobacco products or tobacco accessories; (B) illegal goods and services, including, without limitation, child pornography; (C) controlled substances or pharmaceuticals; (D) counterfeit or stolen items; (E) securities; (F) items that violate or infringe or violate the rights of other parties; (G) adult or sexual products and services; (H) endangered species products; (I) hate content, sensitive topics and violence; or (J) unauthorized ticket sales; (ii) to distribute any “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other like form of solicitation; or (iii) to engage in business transactions with entities, individuals, or countries subject to U.S. trade sanctions and other U.S. export control laws.
f. No Modifications. Except as expressly permitted in writing by SnappyTV, Customer will not copy, distribute, modify, create derivative works based on, port, adapt, or translate any SnappyTV Software. Customer will not reverse engineer the Services or any SnappyTV Software and will not decompile, disassemble, or otherwise attempt to discover the source code of any software provided or otherwise made available by SnappyTV only in machine-readable (i.e., object code) format.
4. Other SnappyTV Rights and Obligations.
a. Performance. SnappyTV shall use commercially reasonable efforts to provide the Services in accordance with the terms of this Agreement. If any errors occur via the Services, Customer agrees that its sole remedy with respect to such errors is that SnappyTV will resolve such errors within a reasonable period of time. If such errors are not resolved to Customer’s satisfaction, Customer’s sole remedy will be to terminate this Agreement.
b. Modifications. SnappyTV reserves the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice.
5. Third Party Services.
The Services may provide Customer with the ability to access technology and services made available by third parties (“Third Party Services”) as a convenience only. Customer’s use of any Third Party Services is solely at its own risk and is subject to any applicable terms and conditions of the third party provider of such services. Customer acknowledges and agrees that Third Party Services are not under the control of SnappyTV. SnappyTV makes no representation or warranty with regard to, and will not be responsible or liable to Customer for, any Third Party Services. SnappyTV does not, unless otherwise expressly set forth in writing in a separate agreement executed by SnappyTV, provide maintenance or support for any Third Party Services.
6. Availability of Content.
Customer may terminate the distribution of Customer Content by the Services at any time. Nonetheless, SnappyTV may preserve certain of such Customer Content and may also disclose such Customer Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce an agreement; (c) respond to claims that any such Customer Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of SnappyTV, its users or the public.
7. Syndication Services.
The Services may allow Customer to make Customer Content available for modification, viewing, and distribution by the public. Customer is solely responsible for its use of the Service, and the use and distribution of any Customer Content via the Services, and for the consequences of such use and distribution. With SnappyTV’s prior written permission, pursuant to Section 10 below, Customer may provide a copy of the SnappyTV embeddable player code to a third party (so long as any such third party is not subject to U.S. trade sanctions and other U.S. export control laws). If Customer permits such syndication, then Customer, and not SnappyTV, is solely responsible for the acts of such third party in connection with the distribution of Customer Content. Customer specifically agrees that, as between Customer and SnappyTV, all distribution of Customer Content through such third parties is subject to the terms of this Agreement. Customer represents and warrants that the acts and omissions of such third parties do not violate any term in this Agreement and Customer agrees to indemnify SnappyTV, as set forth in Section 12 below, for breach of the foregoing rep and warranty.
8. Term; Termination; Suspension.
a. Term of this Agreement. This Agreement will remain in effect unless and until terminated by either party in accordance with the terms of this Agreement.
b. Termination for Convenience. Either party may terminate this Agreement immediately upon written notice to the other party. Upon termination of this Agreement, unless otherwise specifically provided for in writing by the parties, the following will apply: (i) the licenses and rights granted under this Agreement will immediately terminate; (ii) any and all liabilities accrued before the effective date of the termination will survive; (iii) Customer shall immediately remove and confirm the removal of any and all SnappyTV Software or SnappyTV embeddable player code provided by Customer to a third party pursuant to Section 7 above; and (iv) Sections 8, 9, 11-14 and 16 will survive.
c. Removal and Suspension. SnappyTV reserves the right, without notice or liability to Customer, to remove any Customer Content from the Services and/or suspend Customer’s access to or use of the Services in its sole discretion if it believes that (a) Customer has violated its obligations under this Agreement, (b) that such removal is required by applicable law, (c) that Customer’s use of the Services represents a direct or indirect threat to the network function or integrity of the Services, (d) such suspension is necessary to prevent unauthorized access to or harm to Customer Content or data of other SnappyTV customers; (e) such suspension is necessary to comply with SnappyTV’s legal obligations, or (f) Customer’s account has become inactive. SnappyTV further reserves the right to remove any Customer Content from the Services and/or render Customer Content inaccessible to the public upon request from a third party asserting ownership of rights in such content. Customer is solely responsible for creating backup copies of any Customer Content.
Subject to the rights and licenses expressly granted to Customer under this Agreement, SnappyTV and its licensors retain all right, title, interest, copyright, and other intellectual property rights in and to the Services, SnappyTV Software and Usage Data. Subject to the rights and licenses expressly granted to SnappyTV under this Agreement, Customer and its licensors retain all right, title interest, copyright, and other intellectual property rights in and to the Customer Content.
10. Access; Grant of Rights by SnappyTV.
a. Access to Services. Subject to Customer’s performance of its obligations under this Agreement SnappyTV will allow Customer to access and use the Services solely for Customer’s use in the regular course of its business.
b. SnappyTV Software. SnappyTV hereby grants Customer the right to install and use any SnappyTV Software in any website or online service that Customer owns or controls, and to copy and modify any such SnappyTV Software, each solely for purposes of displaying any Customer Content via an embeddable version of the Services. Customer may use and make a limited and reasonable number of copies of the SnappyTV Software documentation solely for purposes of accessing the applicable Service. Customer will not distribute or disclose any part of the SnappyTV Software or related documentation to any third party without SnappyTV’s prior written consent.
c. Reservation of Rights. All rights not granted hereunder are expressly reserved.
CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ACCESS AND USE OF THE SERVICES AND/OR THIRD PARTY SERVICES IS AT CUSTOMER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTION, QUALITY, PERFORMANCE, SAFETY, AND ACCURACY IS WITH CUSTOMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. SNAPPYTV, ITS AFFILIATES, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND AGREEMENT OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY OPERATION OF LAW, ARISING BY STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, LACK OF VIRUSES, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING PERFORMANCE OF THE SERVICES, WHICH IS NOT CONTAINED IN THIS AGREEMENT, WILL BE BINDING ON SNAPPYTV, ITS AFFILIATES OR LICENSORS
a. Customer Indemnification. Customer will indemnify, defend and hold SnappyTV and its Affiliates, and each of their respective officers, directors, owners, shareholders, representatives, officials, employees, agents, subsidiaries, affiliates, successors and assigns (each a “SnappyTV Party”) harmless against any costs, damages, losses, liabilities, expenses (including reasonable attorney’s fees), claims, suits, judgments, demands, actions or proceedings arising out of relating to (i) the access or use of the Services by Customer or any Authorized Users or other permitted third parties, (ii) breach of Customer’s representations and warranties as set forth in Sections 3(a) or 7, or (iii) a claim that the Customer Content or any performance by SnappyTV under this Agreement in accordance with the instructions of Customer infringes any copyright, privacy, trademark, trade secret right, patent right, or any other intellectual property right of any other party. Customer’s indemnification obligations hereunder will, with respect to a given claim, be subject to: (a) the SnappyTV Party providing prompt written notice of the existence of such claim to Customer, provided that any delay in notification will not relieve Customer of its indemnification obligations except and solely to the extent that such delay materially impairs Customer’s ability to defend such claim; (b) the SnappyTV Party reasonably cooperating with Customer with respect to the defense and settlement of such claim; and (c) Customer permitting SnappyTV, at its option, to participate in and control the defense and settlement of such claim. Customer shall not settle any such claim that may compromise any interest of the SnappyTV Party without the SnappyTV Party’s prior written consent; provided that the SnappyTV Party will reasonably cooperate with such defense or settlement, at Customer’s request and expense.
b. No Obligation. Customer’s indemnification obligations above will not apply to any claim to the extent it arises from: (i) Customer Content being modified by SnappyTV or a third party at the direction of SnappyTV, other than in connection with providing the Services hereunder; or (ii) continuation of any allegedly infringing activity by SnappyTV after receiving notice thereof by Customer, provided that SnappyTV will have a reasonable period of time to discontinue such activity after receiving such notice.
13. Limitation of Liability.
a. No Consequential Damages. EXCEPT FOR LIABILITY RESULTING FROM CLAIMS OF INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY AND FOR INTENTIONAL TORTIOUS MISCONDUCT, IN NO EVENT WILL SNAPPYTV, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, HOWEVER CAUSED AND ON WHATEVER THEORY, WHETHER BASED ON BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), THE FAILURE OR ASSERTED FAILURE OF SNAPPYTV TO PERFORM ITS OBLIGATIONS HEREUNDER, OR OTHERWISE, AND WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
b. Direct Damages. THE ENTIRE LIABILITY OF ANY SNAPPYTV PARTY TO CUSTOMER ARISING OUT OF OR IN RELATION TO THIS AGREEMENT FOR ANY LOSS OR DAMAGE, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES THAT ARE REASONABLY INCURRED, AND IN NO EVENT SHALL SNAPPYTV’S ENTIRE LIABILITY EXCEED FIFTY ($50.00) DOLLARS (USD).
c. Suppliers. NONE OF SNAPPYTV’S SUPPLIERS WILL BE LIABLE TO CUSTOMER FOR DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
d. Express Agreement. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IN THE EVENT OF A FAILURE OF ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THESE AGREEMENT WITHOUT THESE LIMITATIONS.
a. Confidential Information. SnappyTV may from time to time during the Term disclose to Customer certain information regarding SnappyTV’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). If delivered in written or other tangible form, such information will be deemed Confidential Information only if it is (i) marked “CONFIDENTIAL” or “PROPRIETARY” or with similar legend or (ii) by its nature or content is reasonably distinguishable as confidential or proprietary by SnappyTV. Unless excepted under subsection 14c. below, Confidential Information specifically includes any SnappyTV Software.
b. Protection of Confidential Information. Customer will not use any Confidential Information for any purpose other than its use of the Services, performance of its obligations under this Agreement, or otherwise as expressly permitted by this Agreement, and will disclose the Confidential Information only to the employees or contractors of Customer who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality. Customer will protect the Confidential Information from unauthorized use, access, or disclosure in a manner at least as protective as Customer uses to protect its own confidential or proprietary information of a similar nature, and with no less than reasonable care.
c. Exceptions. Customer’s obligations under this Section 14 with respect to any Confidential Information will terminate if and when Customer can document that such information: (i) was already lawfully known to Customer at the time of disclosure by SnappyTV; (ii) was disclosed to Customer by a third party without any obligations of confidentiality to SnappyTV; (iii) is, or through no fault of Customer has become, generally available to the public; or (iv) was independently developed by Customer without access to, or use of, the Confidential Information. In addition, Customer will be allowed to disclose Confidential Information to the extent that such disclosure is (A) approved in writing by SnappyTV, (B) necessary for Customer to enforce its rights under this Agreement in connection with a legal proceeding, or (C) required by law or by the order of a court of similar judicial or administrative body, provided that in cases of (B) or (C), Customer provides prior notification to SnappyTV of such disclosure in writing and cooperates with SnappyTV, at Customer’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
All notices under this Agreement to SnappyTV must be in writing and delivered either by hand, e-mail, certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) to 1355 Market Street, Suite 700, San Francisco, CA 94103, Attn: Legal Department. All notices under this Agreement to Customer may be made by SnappyTV via the Services unless written notice is required, in which case such written notice must be delivered to the contact information provided by Customer when registering for the Services.
a. Assignment. Customer may not assign its rights, or delegate its obligations or any part thereof, under this Agreement without prior written consent from SnappyTV. Any attempted assignment in violation of this Section will be void and have no effect. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties, and their permitted successors and assigns.
b. Independent Parties. SnappyTV and Customer are independent contractors and neither party will be, nor represent itself to be, a franchisor, franchisee, joint venturer, partner, master, servant, principal, agent, or legal representative of the other party for any purpose whatsoever.
c. Governing Law; Jurisdiction. This Agreement will be governed in all respects by the laws of the United States of America and the State of New York, without giving effect to any conflicts of laws principles that would require the application of the laws of a different jurisdiction. The state and federal courts located in New York County, New York (if a state court) and the Southern District of New York (if a federal court) will have exclusive jurisdiction over any dispute concerning this Agreement. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Either party may seek injunctive or other emergency relief from any court of competent jurisdiction.
d. Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, acts of terrorism, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.
e. Waiver. The failure of either party to require performance by the other party of, or enforce, any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of either party to enforce each and every such provision thereafter.
f. Severability. If any provision of this Agreement, or part thereof, is held invalid or unenforceable, the parties agree that such invalidity or unenforceability will not affect the validity of the remainder of this Agreement and further agree to replace such an invalid or unenforceable provision with a valid provision that comes closest to the intent and economic effect of the invalid provision.
g. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges and supersedes all prior communications, understanding, and agreements between the parties concerning the subject matter, whether written or oral. Customer agrees that any varying or additional agreement contained in any form purchase order (if any) or other written notification or document produced by Customer in relation to the Services will be of no effect.
h. Amendment. SnappyTV may amend this Agreement from time to time by posting an amended Agreement to www.snappytv.com and updating the “Last Updated” date at the top of this Agreement. If SnappyTV makes any amendments to this Agreement that, in its sole discretion, is material, SnappyTV will provide notice of the change through the Services or by posting additional notice of the amended Agreement on www.snappytv.com. If Customer does not agree to the amended Agreement, it shall notify SnappyTV in writing within thirty (30) days following the revised “Last Updated” date, after which Customer’s right to access and use the Services shall immediately terminate and no SnappyTV Party shall have any further responsibility or liability to Customer. Any continued use of the Services by Customer following such 30-day period will constitute its acceptance of the amended Agreement.
i. Government Use. If Customer uses the Services in its official capacity as an employee or representative of a United States federal, state or local government entity and is legally unable to accept the indemnity, jurisdiction, venue or other clauses herein, then those clauses do not apply to such entity, but only to the extent as required by applicable law. For such United States federal government entities, this Agreement and any action thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).