Snootme.com is a platform (the "Platform") providing professional photo review services through live video calls or recorded video, while Users' photos are shown on a shared screen.
The protection of users' intellectual property rights, the confidentiality of information and photographs uploaded on the Platform, and, if applicable, the anonymity of users, are of paramount importance to us.
All Reviewers operating through the Snootme platform are therefore subject to the terms of this Non-Disclosure Undertaking And Intellectual Property Terms towards Users.
Upon payment of the service by the User, this Non-Disclosure Undertaking and Intellectual Property Terms enters into force for the benefit of the User and is fully incorporated into the Reviewer Service Agreement between the Platform and the selected Reviewer.
This Non-Disclosure Undertaking and Intellectual Property Terms is available online.
As soon as the User pays the Reviewer's fee, the Reviewer operating through the Snootme platform is therefore bound by the current Non-Disclosure Undertaking and Intellectual Property Terms towards the User.
Payment of the review fee by the User grants the Reviewer access to the User's project (Project Form and photo gallery).
The purpose of this Non-Disclosure Undertaking and Intellectual Property Terms is to formalize the Reviewer's commitment towards the User to protect the User's rights, including in particular:
Reviewer undertakes towards the User to:
In the event that the Reviewer is served with a subpoena or administrative request requiring disclosure of Confidential Information, the Reviewer shall notify the User through the Platform without undue delay in order to allow the User, where possible, to seek appropriate protective measures prior to disclosure.
The Reviewer shall be solely liable for the harmful consequences of any breach of the confidentiality and/or non-exploitation obligations under this Undertaking.
Confidential Information means all original and non-public information, files or documents transferred by the User via the Platform Snootme.com to the Reviewer, including but not limited to:
Confidential Information may be written, electronic or verbal.
Confidential Information does not include:
None of the transfers made through the Platform shall transfer any intellectual property rights. Users retain full copyright and intellectual property rights over the content they upload.
The Reviewer undertakes not to claim authorship over any original work protected by copyright and communicated by the User as owner via the Platform.
This Non-Disclosure Undertaking is granted by the Reviewer for the exclusive benefit of the User and shall remain valid and enforceable provided that the User respects the Reviewer's rights of publicity and privacy as defined in the Snootme Terms of Use.
Any serious and proven violation by the User of the Reviewer's rights of publicity or privacy, directly related to the use or dissemination of the review session or its recordings, may release the Reviewer from the corresponding confidentiality obligations strictly to the extent necessary to defend his or her rights, without prejudice to any other remedies available at law.
The Reviewer undertakes to comply with Regulation (EU) 2016/679 (GDPR).
For the purposes of the review service, the Reviewer acts as an independent recipient of personal data, authorised to process such data solely for the execution of the review session, without any right of reuse, retention beyond necessity, or secondary processing.
This Non-Disclosure Undertaking and Intellectual Property Terms shall enter into force on the date of the online payment of the Plan subscribed by the User. From that date, the Reviewer gains access to the User's documents via the Platform.
The Reviewer shall remain bound by this Non-Disclosure Undertaking and Intellectual Property Terms for an indefinite period. Termination of this Non-Disclosure Undertaking and Intellectual Property Terms, for any reason whatsoever, shall not release the Reviewer from the obligations set out in Article 2.
The validity of this Non-Disclosure Undertaking and Intellectual Property Terms shall not be affected by the invalidity or unenforceability of any provision contained herein.
Should any provision be held invalid, unlawful, or unenforceable by a competent authority or arbitral tribunal, such provision shall be deemed unwritten and replaced by a valid provision which most closely reflects the original legal and economic intent of the Parties.
The remaining provisions shall remain in full force and effect.
Subject to the applicable provisions governing arbitration, thisNon-Disclosure Undertaking and Intellectual Property Terms shall be governed primarily by the law of the Reviewer's country of residence, which the Parties expressly designate as the substantive rules of law applicable to this Agreement.
These Non-Disclosure Undertaking and Intellectual Property Terms shall be interpreted autonomously, in good faith, and in accordance with internationally accepted contractual practices applicable to cross-border digital services.
Any dispute, controversy, or claim arising out of or in connection with this Non-Disclosure Undertaking and Intellectual Property Terms—including its validity, interpretation, performance, termination, or any related document (including but not limited to the Terms of Use, and the Data Protection provisions)—shall be resolved in accordance with the procedure set forth below.
Prior to initiating any other proceedings, the User and the Reviewer shall use their best efforts to resolve any dispute amicably.
Either Party may notify the other of the existence of a dispute and request an amicable resolution through the Platform by contacting legal@snootme.com. Upon receipt of such request, the Platform shall notify the other Party accordingly.
Following such notification, it shall be the responsibility of the notified Party to contact the other Party directly in order to seek an amicable resolution.
The Platform shall not act as an arbitrator, mediator, or decision-maker in this process.
If no amicable agreement is reached, either Party may proceed to the other dispute resolution mechanisms set out below.
Mediation is optional and does not constitute a prerequisite to legal proceedings.
Where the Parties agree to mediation, it shall be conducted in English, in accordance with the ICC Mediation Rules in force at the time the mediation is initiated.
Subject to the foregoing, the User or the Reviewer may, at their sole discretion, elect to submit the dispute to arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC).
The arbitration shall be conducted in accordance with the following terms:
If the amount in dispute does not exceed USD 100,000, the Expedited Procedure Rules shall apply in accordance with Article 30(2)(b) of the ICC Rules.
If the amount in dispute exceeds USD 100,000, the standard ICC Arbitration Rules shall apply.
The arbitral award shall be final, binding, and enforceable in accordance with the New York Convention of 1958.
No arbitral award, procedural order, or related decision shall be published without the prior written consent of the Parties.
The dispute shall be governed primarily by the UNIDROIT Principles of International Commercial Contracts (latest edition), which the Parties expressly designate as the substantive rules of law applicable to this Undertaking.
To the extent that a matter is not expressly governed by the UNIDROIT Principles, or where mandatory rules require the application of a national law, the law of the Reviewer's legal residence shall apply on a supplementary basis, without prejudice to:
As an ultimate mode of dispute resolution, any unresolved dispute shall be submitted to the exclusive jurisdiction of the courts of the Reviewer's legal residence.
End of Non-Disclosure Undertaking