License Agreement

Last updated: 08/23/2025

This SOFTWARE LICENSE AGREEMENT (“Agreement”) is between the undersigned user of the Software (the “User”) and Local Craft Labs, Inc., a Georgia corporation (“Local Craft Labs” or “Company”). Company and User are collectively referred to as the “Parties” and individually as a “Party.”


Please read this Agreement, all rules and policies related to the Software, the Terms and Conditions, and Privacy Policy carefully before using or downloading the Software. This Agreement governs User’s use of the Software. If User signs an Order Form, downloads or otherwise uses the Software, User will be bound by the terms of the Agreement. If User does not or cannot agree to the terms of the Agreement, User will not attempt to download or use the Software. 


BY SIGNING AN ORDER FORM OR USING THE SOFTWARE, USER (A) ACKNOWLEDGES THAT USER HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS THAT USER IS OF LEGAL AGE WITH THE AUTHORITY TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT USER IS LEGALLY BOUND BY ITS TERMS.



1. Definitions


1.1  “Change Order” means a document that amends a specific Statement of Work.


1.2 “Confidential Information” includes information relating to the processes, techniques, work practices, lists of current and prospective customers, suppliers, vendors, business practices, discoveries, inventions, source code, software (including the Software), product prototypes, price information, strategies, current and future business plans, manufacturing methods, financial information and data, marketing, products, machinery, apparatus, specifications, drawings, sketches, models, samples, tools, technical information, proprietary information or trade secrets, and any information marked “Confidential” or which, by its nature, a reasonable person would consider confidential. Confidential Information does not include information that: (1) was publicly available at the time of disclosure; (2) the Receiver lawfully received from a third party that was not prohibited from disclosing such information without restrictions; (3) was independently developed by the Receiver without breach of this Agreement or (4) the Receiver knew prior to receiving such information from the Discloser.


1.3 “Deliverable” means an item or service that Company is obligated to deliver to User pursuant to a Statement of Work.


1.4 “Discloser” means the Party that discloses Confidential Information to the Receiver.


1.5 “Effective Date” means the date this Agreement is signed by the User.


1.6 “Fees” means the fees payable with respect to Software (“Software Fees”) or the Services (“Services Fees”), as relevant. Software Fees and Service Fees are set forth on the Company website or in individual Statements of Work.


1.7 “Force Majeure” means an event beyond the reasonable control of a Party.


1.8 “Intellectual Property” means registered or unregistered patents, trade secrets, rights to inventions, copyright and related rights, trademarks, trade dress, service marks, know-how, knowledge, trade or business names, domain names, goodwill, software, algorithms, user interfaces, ideas, concepts, techniques, methods, the right to sue for passing off, rights in designs, database rights (including rights to extraction), rights to use and protect the confidentiality of Confidential Information, and all other intellectual property rights recognized under law, including the right to sue in respect thereof, pending or eligible for renewals or extensions for, and such rights and all similar or equivalent rights or forms of protection existing now or will exist in any part of the world.


1.9 “Order Form” means the form completed by User to select the Software subscription and/or Services.


1.10 “Receiver” means the Party that receives Confidential Information from the Discloser.


1.11 “Services” means the professional services provided by Company or its subcontractors to User as a part of the Software subscription or in accordance with an executed Statement of Work, such as consulting, training, technical support or configuration.


1.12 “Software” means all object code including any releases, modifications, bug fixes, patches, corrections, enhancements or upgrades, related to the Company program snapsails.


1.13 “Statement of Work” (or “SOW”) means a document signed by the Parties indicating the Services that Company will perform for User and the terms and conditions for the Deliverables Company will provide to User for the Fees set forth therein.


1.14 “User” means any person who is authorized to use the Software and has a corresponding license to use the Software, including those who offer creative services (“Creatives”) and those who purchase services from Creatives (“Customers”).


2. License Grant 


2.1 Non-Exclusive Grant. Subject to receipt by Company of the applicable license fees and Users’s compliance with the terms of this Agreement, Company grants, and User accepts, a non-exclusive, non-transferable, non-sublicensable, fully paid up, royalty-free, revocable license to use the Software and the Services during the Term in accordance with the terms of this Agreement. Each license is for one designated User.


2.2  Suspension. Company may at any time suspend providing the Services to User if (1) User materially breaches this Agreement; (2) User impedes Company’s provision of the Services or (3) Company is legally obliged, whether by judicial or administrative order, applicable law, rule, regulation or otherwise (“Legally Compelled”). Company shall not be liable to User for suspension of the Services in accordance with this provision.


2.3 Reservation of Rights. 

  1. User acknowledges and agrees that the Software is provided under license, and not sold, to User. User does not acquire any ownership interest in the Software under this Agreement or any Statement of Work, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software, including all copyrights, trademarks, and other Intellectual Property rights therein or relating thereto, except as expressly granted to User in this Agreement.


  2. Company reserves the right to modify, suspend or cancel the Software (or any feature of the Software, Services) at any time and for any reason. If such modifications are made, Company shall notify User. 


3. Restrictions on Use


Unless otherwise expressly permitted by Company hereunder, User may not (and shall ensure that its affiliates, employees and contractors and other third parties do not) copy, sublicense, operate as a service bureau, rent, assign, transfer, modify, create derivative works from, reverse engineer, decompile or disassemble the Software. Notwithstanding the foregoing, User may: (a) copy the Software for backup purposes, provided such copies are erased in the course of everyday operations; or (b) make one copy for archival purposes, e.g., to satisfy User’s obligations if Legally Compelled to disclose or deliver a copy to a third party.


4. Support Services


User may elect to include certain support Services, as listed on the Order Form. Support Services may be increased or decreased via an amended Order Form. The support services are as follows, and may be adjusted at the Company’s sole discretion:


(a) technical and troubleshooting support through email, within a one-day response time during normal business hours.


(b) prioritized technical and troubleshooting: 


(i) highest priority: platform or login support issues through email within a 4-to-6-hour response time during normal business hours; 


(ii) medium priority: issues such as bugs affecting functionality and billing issues through email within one day during normal business hours; 


(iii) lowest priority: such as feature requests and general questions or issues through email within a 48-hour response time during normal business hours. 


(c) technical and troubleshooting support through email with response times according to either Section 4(a) or 4(b), with a customer service support line available during normal business hours.  


5. Deliverables


5.1 Customized Deliverables. The scope of work, acceptance criteria, ownership of Deliverables, performance and payment milestones, and Fees may be set forth in a Statement of Work. If the scope of work changes, the Parties will use good faith efforts to negotiate any changes to the Fees and other terms agreed to in a Change Order. The Parties shall sign one or more Change Orders if they agree on any amendments or updates to a Statement of Work. The Change Order shall set forth all revisions to the scope of work, Deliverables, payment milestones, acceptance criteria, or Fees as relevant. An original Statement of Work shall be deemed amended by one or more of its corresponding Change Orders.


5.2  Subcontractors. Without the User’s prior written consent, Company may engage subcontractors or vendors to perform all or part of the work. Company shall ensure that any subcontractors or vendors are bound by confidentiality obligations at least as stringent as those in this Agreement prior to performing any work. Company remains responsible for (a) all its obligations with respect to the Services regardless of whether it has retained subcontractors to perform any work and (b) the acts and omissions of its subcontractors.


5.3 Acceptance of Deliverables. Company shall deliver a Deliverable upon completion to User. User shall have two business days (or such other time specified in the Statement of Work) to test the Deliverable for conformance in all material respects with the acceptance criteria and to notify Company of its acceptance or rejection of the Deliverable. Should User fail to notify Company by the end of the testing period, the Deliverable shall be deemed accepted. Acceptance of a Deliverable may trigger User’s obligation to pay Fees as set forth in the Statement of Work.


5.4  Failure. If User rejects the Deliverable, it shall notify Company and state the specific deficiencies. Company shall have a period of two business days (or such other time specified in the Statement of Work) to retest the Deliverable. Should User fail to notify Company by the end of the retesting period, the Deliverable shall be deemed accepted.


5.5  Multiple Failures. If User rejects the Deliverable for a third time, the Parties shall repeat the Deliverable testing procedure until: (1) the Deliverable is accepted; (2) the Parties work together in good faith to determine whether the failure was due to an ambiguous Statement of Work or a scope change, and adjust the criteria accordingly with a Change Order, or (3) User, at its election, terminates the Statement of Work and/or the Agreement and receives as its sole remedy, a refund of any Fees paid for the deficient Deliverable.


6. Software Updates


Company may from time to time in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features and modifications (collectively, including related documentation, the “Updates”). User agrees that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. User further agrees that all Updates will be deemed part of the Software and be subject to all terms and conditions of this Agreement. 


7. Third-Party Materials


The Software may display, include, or make available third-party content (including data, information, software, and other products, services, and/or materials) or provide links to third-party websites or services, including links to websites of Creatives, or through third-party advertising (“Third-Party Materials”). User acknowledges and agrees that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to User or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to User, and User accesses and uses them entirely at User’s own risk and subject to such third parties’ terms and conditions.


8. Confidential Information


8.1  Disclosure. Except to fulfill its obligations under this Agreement, the Receiver shall: (1) not use or disclose to any third party any Confidential Information disclosed by the Discloser; (2) maintain the confidentiality of the information using at least the same degree of care it uses to maintain its own Confidential Information, but in no case less than a commercially reasonable degree of care; and (3) disclose the Discloser's Confidential Information only to Receiver's employees, subcontractors, agents or other third parties (“Sub-Receivers”) who have a need to know such information in order to fulfil their duties to Receiver. Prior to commencing work, the Sub-Receivers must sign non-disclosure agreements with Receiver obliging them to maintain the confidentiality of the Confidential Information using at least the same standard of care required of Receiver under this Agreement. Receiver is responsible for any use or disclosure of Discloser's Confidential Information by its Sub-Receivers.


8.2  Court Order. If the Receiver becomes Legally Compelled to disclose a Discloser's Confidential Information, the Receiver shall use all reasonable efforts to notify the Discloser so the Discloser may seek a protective order or other remedy to prevent such disclosure. If the Discloser is not able to obtain such protective order or remedy prior to the time disclosure is required, the Receiver will disclose only that portion of the Confidential Information that the Receiver is Legally Compelled to disclose.


8.3  Equitable Relief. Notwithstanding any other provision of this Agreement, either party may apply to a court of competent jurisdiction seeking injunctive or other equitable relief for a breach of this Section 7 (Confidential Information).


9. Indemnification


User agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to User’s use or misuse of the Software or User’s breach of this Agreement, including but not limited to the content submitted or made available through this Software.


10. Disclaimer


THE SOFTWARE IS PROVIDED TO USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET USER REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SOFTWARES, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.


11. Limitation of Liability


11.1 Limitation of Liability. Company's total aggregate liability to User under this Agreement shall be limited to an amount that is equal to the lesser of:


(a) $100.00; or


(b) The amount of Fees, paid by User during the 12-month period prior to the day the event giving rise to the claim first arose.


11.2 Exceptions. This limit shall not apply to Company's breaches of confidentiality under Section 7, Company's gross negligence or willful misconduct.


11.3  Indirect Damages. In no event will either Party be liable to the other for indirect, incidental, consequential, punitive or special damages, including any lost profits, lost revenue or lost data.


12. Term and Termination


12.1  Term of the Agreement. Unless terminated earlier in accordance with Section


12.2, the term of this Agreement shall begin on the Effective Date and shall continue until the User (i) ends their subscription of the Software according to the terms of the Order Form if the User is a Creative; or (ii) deletes their account to the Software if the User is a Customer (the “Term.”) 


12.3  Term of Statements of Work. Unless terminated earlier in accordance with Section 12.3, each Statement of Work shall begin on its effective date and shall continue until its expiration or termination.


12.4  Termination. Company may terminate this Agreement immediately upon written notice if User violates any of the terms and conditions of this Agreement, the Terms and Conditions, and/or the Privacy Policy.


12.5  Effect of Termination. If this Agreement terminates:


(a) User’s license to the Software will immediately cease;


(b) Upon request, each Party will return to the other or destroy all copies of Confidential Information received, provided that a Party shall be entitled to retain one copy for archival purposes. A Party shall not be required to return or destroy information contained in system backups that are erased in the course of everyday operations.


(c) User shall immediately pay invoices for Software or Services provided up to the effective date of termination.


13. Export


The Parties acknowledge that the Software may be subject to U.S. export and re-export controls and import controls of various jurisdictions. The Parties agree that the Software will be exported or re-exported only in compliance with such laws, including any restrictions on destinations, users and uses.


14. Dispute Resolution


14.1  Mandatory First Step. In the event of a dispute between the Parties in relation to this Agreement, other than a breach of Section 8 (Confidential Information) for which injunctive relief may be available under Section 8.3, a Party may send a notice to the other to start the process of pre-arbitral dispute resolution. It is the User’s responsibility to maintain an active email address within the Software for notices. If they are unable to resolve the dispute within an additional thirty (30) days, then either Party may pursue another form of dispute resolution.


14.2 Dispute Resolution. Any controversy concerning the interpretation of this Agreement, or any breach thereof, shall be settled by final and binding arbitration in accordance with the then existing rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction over the party against which the award is entered. The arbitration shall be conducted in Powder Springs, Georgia. If User wishes to pursue arbitration, User must submit a letter requesting arbitration and describing the complaint to the Company at holler@snapsails.com or 1036 Haddonfield Drive, Powder Springs, Georgia, 30127.


15.  Force Majeure


Neither Party shall be in breach of this Agreement for failure to perform its obligations during the pendency of a Force Majeure event, to the extent such event is beyond the reasonable control of the Party and prevents its performance. Such Party shall immediately inform the other Party and use reasonable commercial efforts to overcome such event and mitigate its negative effect. If a Force Majeure event continues to exist for more than 30 consecutive days, User may terminate this Agreement by providing written notice to Company.


16. General.


16.1  Choice of Law; Venue. This Agreement shall by governed by the laws of the state of Georgia, without regard to its conflict of laws rules. The Parties shall bring any suits arising under this Agreement solely in Cobb County, Georgia. The Parties expressly waive all rights to object to the jurisdiction and venue in Cobb County, Georgia.


16.2  Attorneys’ Fees. In case of a proceeding arising out of this Agreement, each Party shall bear their own attorneys’ fees and costs, unless an arbitration award provides otherwise.


16.3  Entire Agreement. This Agreement, together with one or more Statements of Work and any Change Orders related thereto, constitutes the entire agreement between the Parties with respect to its subject matter, replacing all prior written or oral negotiations or agreements. In case of a conflict between the terms of the Agreement, Statements of Work or Change Orders, this Agreement shall control to the extent of the inconsistency.


16.4  Amendment. This Agreement may be amended by the Company at any time without notice. User’s continued use of the Software after any amendments to this Agreement shall mean agreement and acceptance of such changes, so all changes should be reviewed carefully.


16.5  Assignment. Without the Company’s prior written consent, neither this Agreement nor any interest herein or part hereof will be transferable or assignable by the User, by operation of law or otherwise.


16.6  Waiver. The waiver by any Party of a breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach of that or any other provision of this Agreement.


16.7  Severability. If any provision of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement will continue in full force and effective so far as the intent of the Parties can be carried out.


16.8  Survival. The following sections shall survive termination or expiration of this Agreement: 1 (Definitions); 2 (License Grant); 3 (Restrictions on Use); 8 (Confidential Information); 9 (Indemnification); 10 (Disclaimer); 11 (Limitation of Liability); 12.4 (Effect of Termination); 14 (Dispute Resolution); and 16 (General).


16.9  Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one original. Digital signatures shall be acceptable.

                

How to Contact Us


Please contact us at the following email or mailing address if you have any questions, comments or concerns regarding these Terms and Conditions: holler@snapsails.com