Agreement for API Service Providers

SNS POCKET API SERVICE AGREEMENT

1. Purpose and Scope

This API Service Agreement ("Agreement") outlines the requirements and responsibilities of API service providers ("Providers") offering solutions to SNS Pocket, ensuring high standards of service quality, data protection, and customer rights. This Agreement also includes specific clauses for Providers who resell SNS Pocket services, with strict conditions to prevent fraudulent and illegal practices.

2. Data Protection and Privacy

2.1. Confidentiality and Customer Data Security

- All Providers must maintain strict confidentiality regarding any end-user data obtained while providing services to SNS Pocket. Data handling, storage, and transmission must follow best digital security practices and comply with data protection laws in the jurisdictions where SNS Pocket operates.

- Failure to comply with this obligation subjects the Provider to legal actions in multiple jurisdictions, including Japan, the United States, Chile, Uruguay, Brazil, France, Italy, Spain, Russia, China, South Korea, Nigeria, South Africa, Nicaragua, and El Salvador.

2.2. Proactive Security Measures

- Providers must implement specific security measures, such as multi-factor authentication, encryption of data in transit and at rest, and continuous monitoring for potential security threats.

- Any indication of a breach must be immediately reported to SNS Pocket, and the Provider will be liable for any direct or indirect damages caused by the leakage of customer data.

3. Service Quality and Excellence

3.1. Quality Requirements

- All services offered must meet the highest standards of quality, stability, and performance, as specified by SNS Pocket and within agreed deadlines. Any interruption or change in services must be communicated at least seven (7) days in advance.

- Providers who fail to ensure service excellence or do not provide prior notice of changes will be subject to legal actions in all jurisdictions where SNS Pocket has offices, as well as compensation for any financial and reputational damages incurred.

3.2. Penalties for Service Quality Failures

- In case of non-compliance with quality standards, delivery times, or service stability, SNS Pocket reserves the right to apply financial penalties, reduce or cancel payments, and unilaterally terminate the contract.

- SNS Pocket also reserves the right to conduct periodic quality audits of Providers to ensure compliance with service excellence conditions.

4. Customer Support and Response Times

4.1. Response Times and Dedicated Support

- Providers must offer immediate and continuous support, available through specified channels (Telegram, WhatsApp), and must respond to any requests within twenty-four (24) hours.

- Lack of response for more than three (3) days will be considered a severe violation of this Agreement, resulting in an extrajudicial notification and potential legal action for abandonment and breach of contractual obligations.

4.2. Conditions for Resellers

- Providers acting as resellers must maintain the same standards of support and customer service, and are fully responsible for any issues or errors in the delivery of services to their own customers.

- SNS Pocket reserves the right to take legal action against resellers who fail to provide support, misrepresent the service, or commit fraud by not delivering the contracted service.

5. Price Adjustments and Commercial Conditions

5.1. Price Adjustment Requests

- In cases of price adjustments, the Provider must respond to SNS Pocket’s request within twenty-four (24) hours. Failure to comply may result in contract termination, financial penalties, and legal action to recover any financial losses caused by delays.

5.2. Unauthorized Changes and Penalties

- Unilateral changes to price, quality, or delivery times without prior notice to SNS Pocket are considered a severe breach of contract, subjecting the Provider to legal penalties enforceable in all jurisdictions where SNS Pocket has operations.

6. Billing and Documentation Requirements

6.1. Invoice Issuance

- The Provider must provide a detailed invoice regarding the costs and description of services (including digital marketing and SaaS) within four (4) days after SNS Pocket’s request, regardless of whether it is a business day.

6.2. Penalties for Non-Compliance with Billing Obligations

- Failure to meet billing obligations or the omission of accurate and complete tax information will subject the Provider to legal penalties, contractual fines, and potential contract termination.

7. Liability Conditions and Penalties for Resellers

7.1. Requirements for Service Resale

- Providers who act as resellers of SNS Pocket services are fully responsible for the quality, delivery, and support of such services to end customers.

- Any illegal practices, such as fraud, misrepresentation, deceptive advertising, or failure to deliver the service, will result in direct legal actions against the reseller, with financial and criminal penalties.

7.2. Protection of End-Customer Rights

- Resellers who fail to attend to the end customer or provide adequate support will be subject to strict sanctions. In cases of customer complaints due to fraudulent practices, SNS Pocket will take legal action against the responsible reseller in all jurisdictions where it operates.

8. Termination and Breach Consequences

8.1. Termination for Contractual Breach

- SNS Pocket may immediately terminate the contract in the event of any severe breach of the Agreement, including failures in quality, data security, or support.

- In cases of termination, the Provider will be responsible for compensating any damages suffered by SNS Pocket or its customers, with potential additional legal action to recover financial and reputational losses.

8.2. Termination and Penalties in Support Failures

- Failure to provide adequate support and service constitutes a severe breach of this Agreement, resulting in extrajudicial notification and potentially additional legal measures.

9. Jurisdiction and Legal Provisions

9.1. Governing Law and International Dispute Resolution

- This Agreement is governed by Japanese law, and any disputes will be resolved through arbitration under the rules of the International Chamber of Commerce (ICC) in Tokyo, Japan.

- The Provider agrees that, if necessary, legal actions may be filed by SNS Pocket in any country where the company has branches, including, but not limited to, Japan, the United States, Brazil, France, and others specified in this Agreement.

9.2. Indemnification and Damage Compensation

- In the event of breach or actions causing harm to SNS Pocket or its customers, the Provider will be liable for indemnification and financial compensation covering any direct or indirect loss, including financial damages, reputational harm, and legal costs.

10. Final Provisions

10.1. Validity and Entirety of the Contract

- This Agreement represents the entire agreement between the Provider and SNS Pocket, superseding any prior communication, and its provisions are severable: if any clause is deemed invalid, the others will remain in effect.

10.2. Updates to Terms

- SNS Pocket reserves the right to modify this Agreement at any time. Providers will be notified at least seven (7) days in advance of any changes that directly affect their responsibilities or obligations.

11. Additional Clause for Resellers Using SNS Pocket Panels

11.1. Resale and Operational Compliance

• Any individual or entity ("Reseller") utilizing SNS Pocket panels, whether for reselling SNS Pocket services or their own, must strictly adhere to the terms set forth in this Agreement. By using any SNS Pocket panel (including but not limited to SNS Panel or SMM Panel), the Reseller agrees to all conditions and understands that ceasing operations without providing a minimum of one hundred eighty (180) days prior notice will result in a mandatory penalty fee.

11.2. Mandatory Notice for Discontinuation of Operations

• The Reseller must inform SNS Pocket of any intended discontinuation of service operations at least 180 days in advance. Failure to comply with this notification period will result in a penalty of eight hundred ninety dollars ($890 USD). Any delay in payment of this penalty incurs a compounded interest rate of eight percent (8%) per month, calculated on a monthly compounding basis, until payment is fulfilled in full.

11.3. Training Requirement

• All Resellers are required to complete designated courses provided by SNS Pocket through Pocket Academy. This training is mandatory to ensure that all users of SNS Pocket panels are well-versed in service and platform requirements. By using the panel, the Reseller agrees to this training requirement.

11.4. Prohibition on Unauthorized Software Modifications and Distribution

• Resellers are strictly prohibited from making unauthorized modifications to the SNS Pocket software or reselling the panel or software without prior written permission from SNS Pocket. Should a Reseller reconfigure, alter, or distribute the SNS Pocket panel without authorization, they will face severe legal consequences, including a mandatory royalty fee claim of one hundred percent (100%) on all unauthorized sales and a penalty fee of four thousand dollars ($4,000 USD) per instance of unauthorized sale or use of the SNS Pocket software.

11.5. Exclusive Distribution Source and Intellectual Property Enforcement

• SNS Pocket reserves all rights to the exclusive distribution of its software, which is available only through official SNS Pocket channels. The software may not be downloaded, shared, or obtained from any source other than SNS Pocket. Unauthorized distribution by third parties will be pursued as a violation of intellectual property rights, incurring a penalty of four thousand dollars ($4,000 USD) for each instance of unauthorized sharing or distribution.

11.6. Consequences of Unauthorized Software Sale

• Unauthorized sale of SNS Pocket software constitutes a serious intellectual property infringement, subject to strict penalties including but not limited to:

  • Criminal Penalties: Unauthorized software sale may be punishable by imprisonment, fines, or both, depending on the jurisdiction and the scale of the unauthorized sales and harm caused to SNS Pocket.

  • Compensation for Damages: Resellers found guilty of unauthorized sales or distribution will be required to compensate SNS Pocket for all material and moral damages, including lost revenue (forgone profits) and damages for violating the author’s copyright.

  • Confiscation of Materials: All materials used in the unauthorized reproduction and sale of the software may be subject to confiscation by the authorities.

  • Business Registration Penalties: In some jurisdictions, Resellers found guilty of unauthorized sales may face suspension or revocation of their business registration or operating license.

11.7. Agreement to Terms by Usage

• By accessing and using SNS Pocket panels, including the SNS and SMM panels, all Resellers acknowledge and agree to the terms specified in this Agreement. This includes adherence to penalty provisions, interest obligations on overdue fees, and compliance with training requirements. Violation of these terms will subject the Reseller to the penalties and legal consequences outlined herein, enforceable in all jurisdictions where SNS Pocket operates.