End User Licence Agreement
This End User Licence Agreement (“EULA”) is an agreement between:
LIMITED (trading as ‘SnapShooter’), a company incorporated in England and Wales under number 10533067
and whose registered office is at West Lodge Coldham
Hall, Surlingham, Norwich, United Kingdom, NR14 7AN (“SnapShooter”); and
2. you, a person authorised to use
the Services (“End User”
or “you”) by a SnapShooter
for use of the SnapShooter platform (“Platform”), which enables clients to
facilitate frequent backups of virtual private servers, databases, object based
storage backups and/or network drives in their account on the Platform.
THE PLATFORM AND/OR SERVICES YOU AGREE TO THE TERMS OF THE LICENCE WHICH WILL
IF YOU DO
NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE PLATFORM TO YOU
AND YOUR RIGHTS TO ACCESS THE PLATFORM AND SERVICES WILL IMMEDIATELY TERMINATE.
We recommend that you
print a copy of this EULA for future reference.
1.1. The definitions and rules of
interpretation in this clause apply in this EULA.
company which is under common management control of, and of which more than
50% of the shares (or equivalent) are owned by: a party; a subsidiary of that
party; its ultimate holding company; or any direct or indirectly owned
subsidiary of such ultimate holding company (where “holding company” and
“subsidiary” shall be as defined in section 1159 of the Companies Act 2006).
data feed between SnapShooter and the Platform.
the specific amount of backup capacity available
via the SnapShooter Storage Provider for the storage of the Client Materials
from the Platform, as stated in the applicable Order.
day other than a Saturday, Sunday or public holiday in England.
any data, documents, materials, content or other
information uploaded to the Platform by you (or by SnapShooter acting on your
behalf). This will include all of the content contained within your account
on the Platform that is backed-up and/or accessible to SnapShooter.
any computer, mobile or other device, whether or
not it is owned by you.
any documents and/or materials made available
to you by SnapShooter from time to time which sets out a description of the
Platform, the Services and/or any user instructions for the Platform or
a customer of the End User.
Intellectual Property Rights
any patents, trade marks, service marks, copyright, database rights,
moral rights, design rights, unregistered design rights, domain names, rights
in get-up, topography rights, know-how, confidential information and any
other intellectual or industrial property rights whether or not registered or
capable of registration and whether subsisting in England or any other part
of the world together with any goodwill relating or attached to such rights.
Normal Business Hours
to 5.00 pm local UK time, each Business Day.
means any server, any network drives, any block
storage (network attached volumes), any database and/or any object storage
backup. References to ‘Platform’ shall be deemed to be read as ‘Platforms’
where the Service applies to multiple Platforms .
subscription services provided by SnapShooter to you under this EULA for the
use of the applicable Platform during the Licence Period. Without limitation,
the Services include the backing-up of Client Materials from the End User’s
account on the Platform via an API to the Storage Provider; the automatic
removal of outdated back-ups; and/or performing back-ups directly from the
Client’s device to storage providers (via SSH).
Amazon Web Service, Inc.
User’s designated provider for the back-up of its Client Materials, excluding
the SnapShooter Storage Provider.
1.2. Please note that additional definitions are also contained within the body of this
1.3. The terms of this EULA apply to
the Platform or any of the Services provided through the Platform.
We may update
this EULA at any time by emailing you with details of the change or notifying
you of a change when you next log into the Platform. The new terms may be
displayed on-screen and you may be required to read and accept them to continue
your use of the Platform and the Services.
to time updates to the Platform may be released. Depending on the update, you
may not be able to use the Platform and the Services until you have accepted
any new terms. Certain updates, upgrades and/or additional features may also be
subject to additional payment.
accept responsibility in accordance with the terms of this EULA for the use of
the Platform on or in relation to any Device.
of our Privacy Notice (as updated from time to time), available at https://snapshooter.com/snapshooter-privacy-policy are incorporated into this EULA
by reference. Additionally, by using the Platform, you acknowledge and agree
that internet transmissions are never completely private or secure. You
understand that any message or information you send using the Platform may be
read or intercepted by others.
reference to a statute or statutory provision is a reference to it as amended,
extended or re-enacted from time to time.
terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall
be construed as illustrative and shall not limit the sense of the words preceding
1.10. Clause headings are for reference
purposes only and shall not affect the interpretation of this EULA.
reference to ‘writing’ or
‘written’ includes and email unless stated otherwise,
but not faxes.
USING THE SOFTWARE
2.1. You must be over eighteen years
of age to create an account to use the Platform.
2.2. You are responsible for
maintaining the confidentiality of your account and password and you agree to
accept responsibility for all activities that occur under your account or
2.3. You are responsible for ensuring
that the details you provide us with are correct and complete, and for
informing us of any changes to the information you have provided.
2.4. You are responsible for
ensuring that you maintain a direct relationship with the Platform for the
duration of this Agreement and you will be responsible for all charges and fees
payable to the Platform and any Storage Provider from time to time (including,
without limitation, monthly storage fees).
place an order (“Order”) for a licence to use the Platform (“Licence”) through the Website or from a
SnapShooter representative directly, for a prescribed period (which shall
automatically renew in accordance with clause 12.1) (“Licence Period”). The Order will detail the duration of the Licence
and the fees (where applicable). You will need to submit your payment details
and make payment in accordance with clause 4 where fees are payable (i.e. for
‘Studio’, ‘Agency’ or ‘Organization’ accounts).
of the Services provided under the Licence will depend on the nature of Licence
that you have purchased in the Order (either ‘Hobbyist’, ‘Studio’, ‘Agency’ or
‘Organization’ or such other Service plans available from time to time).
have selected to obtain a free trial of the Platform (“Trial Period”) on the Website, you will be entitled to a trial for
the period specified on the Website. At the end of the Trial Period:
have provided your payment details, your Licence will automatically renew in
accordance with clause 12.1; or
have not provided your payment details, your access to the Platform will
automatically terminate and you will need to purchase a Licence for continued
use of the Platform.
placed by you will be treated as an offer to purchase a Licence, or a Trial
Period, to use the Platform and the Services. When you place an Order, we will
send you a message confirming receipt of your Order and containing the details
of your Order (the “Order Notification”).
The Order Notification is acknowledgement that we have received your Order, and
does not confirm acceptance of your offer to purchase a Licence or a Trial
Period to use the Platform.
accept your offer, and conclude the contract when: (i)
you pay us via bank transfer or when we debit your credit, debit card or PayPal
account or (ii) we send an e-mail confirming to you that we've accepted your Order
(the “Order Confirmation”).
a Licence, you confirm that you have authority to bind any business on whose
behalf you purchase a Licence for.
unlikely event that the fees shown on the Website are wrong, and we discover
this before accepting your Order in accordance with clause 3.5, we are not
required to provide a licence at the fee level shown. We always try and ensure
that the fees shown on our Website are accurate, but occasionally genuine
errors may occur. If we discover an error in the fees for the Licence that you
have ordered we will let you know as soon as possible and give you the option
of re-confirming your Order at the correct level of fees or cancelling it.
credit / debit cardholders are subject to validation checks and authorisation
by the card issuer. If the issuer of your payment card refuses to or does not,
for any reason, authorise payment to us we will not be liable to you for any
credit or debit card payment is not processed successfully for any reason, we
reserve the right to re-attempt processing of the payment.
4. FEES AND PAYMENT
consideration of the provision of the Licence under this EULA, you must pay the
charges as set out in the applicable Order.
amounts payable must be made in pounds sterling (GBP) or US dollars (USD).
are exclusive of VAT, which shall be payable in addition to the fees (where
not be entitled to set-off, counterclaim, deduct or withhold payment under this
If you do
not pay any fees by the relevant due date, we reserve the right to take the
(a) charge interest on any
outstanding sums from the due date for payment in accordance with the Late
Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and
being compounded quarterly until payment is made, whether before or after any
(b) suspend the Services we provide
to you. We will not be liable for any loss of data that may occur in relation
to the suspension of the Services; and/or
(c) after a period of 14 days, delete
all backups of your Client Materials stored within SnapShooter Storage Provider.
set-off any liability that you may have to us against any liability that we may
have to you.
5. BACKUP ALLOWANCE
Each Licence may be purchased with a specific Backup
Allowance, as stated in the applicable Order. It is your responsibility to
ensure that the data that you store with the Snapshooter Storage Provider
remains within the Backup Allowance.
If you exceed the Backup Allowance, you will be sent
a notification informing you of this fact and asking you to promptly rectify
If you exceed the Backup Allowance by over 10%, we
reserve the right to take the following actions:
(a) immediately cease backups to the SnapShooter Storage Provider;
(b) commence the deletion of the Client Material backup (starting with the oldest
backups to the most recent) in order to bring the total storage capacity within
the Backup Allowance; and/or
(c) reduce past backup retention capacity within the Platform settings in
order to keep the total storage capacity from exceeding the Backup Allowance
5.4. You acknowledge and agree that backups to the SnapShooter Storage
Provider are solely provided in order to facilitate the restoration of data
only and this facility is not intended to be used for general day to day access
or for excessive downloads (as determined in our sole discretion).
6. SERVICE LEVELS
to circumstances outside of SnapShooter’s reasonable control, SnapShooter aims
to keep the Platform operational:
minimum of 99% of the time during Normal Business Hours;
the time overall; and
95% of all users can log-on within five minutes of their first attempt on any
subject to the availability of the Platform API and any Storage
shall use reasonable
endeavours to publish the times of planned system outages within the Platform.
So far as is reasonably practical, SnapShooter shall aim to keep any planned
system outages outside of Normal Business Hours and shall aim to keep such
outages under four hours’ continuous duration on each occasion.
6.3. We do not warrant that:
(a) your use of the Platform will be
uninterrupted or error-free;
(b) the Services obtained by you
through the Platform will meet your requirements; or
(c) the Platform will be compatible
with your Device or any telecommunication links.
6.4. We are not responsible for any
delays, delivery failures, or any other loss or damage resulting from the
transfer of data over communications networks and facilities, including the
internet, and you acknowledge that the Platform and Services may be subject to
limitations, delays and other problems inherent in the use of such
7. LICENCE RESTRICTIONS
7.1. Except as expressly set out in
this EULA you agree:
copy the Platform or any underlying source code;
not to disclose
your login information to the Platform to any other person;
(c) not to rent, lease, sub-license,
loan, translate, merge, adapt, vary or modify the Platform;
make alterations to, or modifications of, the whole or any part of the Platform,
or permit the Platform or any part of it to be combined with, or become
incorporated in, any other programs;
(e) except as may be allowed by any
applicable law which is incapable of exclusion by agreement between the
i. not to attempt to copy, modify,
duplicate, create derivative works from, frame, mirror, republish, download,
display, transmit, or distribute all or any portion of the Platform in any form
or media or by any means; or
ii. not to attempt to reverse
compile, disassemble, reverse engineer or otherwise reduce to human-perceivable
form all or any part of the Platform;
(f) not to access all or any part of
the Platform and the Services in Order to build a product or service which
competes with the Platform;
(g) not to license, sell, rent,
lease, transfer, assign, distribute, display, disclose, or otherwise
commercially exploit, or otherwise make the Platform and/or the Services
available to any third party;
(h) not to attempt to obtain, or
assist third parties in obtaining, access to the Platform and/or Services,
other than as permitted by EULA; and
with all technology control or export laws and regulations that apply to the
technology used or supported by the Platform,
as “Licence Restrictions”.
ACCEPTABLE USE RESTRICTIONS AND OBLIGATIONS
8.1. You must:
the Platform in any unlawful manner, for any unlawful purpose, or in any manner
inconsistent with this EULA, or act fraudulently or maliciously, for example,
by hacking into or inserting malicious code, including any
thing or device (including any software, code, file or programme) which
may: prevent, impair or otherwise adversely affect the operation of any
computer software, hardware or network, any telecommunications service,
equipment or network or any other service or device; prevent, impair or
otherwise adversely affect access to or the operation of any programme or data,
including the reliability of any programme or data (whether by re-arranging,
altering or erasing the programme or data in whole or part or otherwise); or
adversely affect the user experience, including worms, trojan horses, viruses
and other similar things or devices (“Virus”), into the Platform or any
infringe our Intellectual Property Rights or those of any third party in
relation to your use of the Platform, including the submission of any infringing
material by you to the Platform;
transmit any material that is defamatory, illegal, offensive or otherwise
objectionable in relation to your use of the Platform;
(d) not use the Platform, the
Services or the Documentation for any illegal, misleading or unethical purpose
or otherwise in any manner which may be detrimental to the reputation of SnapShooter;
the Platform in a way that could damage, disable, overburden, impair or
compromise our systems or security or interfere with other users; and
decipher any transmissions to or from the servers running the Platform,
together defined as “Acceptable
8.2. You shall use your best
endeavours to use adequate technological and security measures, including
measures we may reasonably recommend (such as anti-virus and firewall
protection on your Device), or that you and we may agree to, from time to time.
8.3. Without prejudice to the
obligations undertaken in this clause 8, you must notify us immediately upon
becoming aware or suspecting that any login information has been used, or may
be known, by any third party so that we can re-set your login details.
8.4. You agree to provide us with all
reasonably required information, co-operation and assistance as may be required
by us under this EULA in a timely and efficient manner.
8.5. You acknowledge that you are
solely responsible for procuring and maintaining your network connections and
telecommunications links from your systems and all problems, conditions,
delays, delivery failures and all other loss or damage arising from or relating
to your network connections or telecommunications links or caused by the
INTELLECTUAL PROPERTY RIGHTS
9.1. You may upload the Client
Materials to the Platform from time to time for certain aspects of the
Services. You shall own all right, title and interest in and to all of the
Client Materials and shall have sole responsibility for the legality,
reliability, integrity, accuracy and quality of the Client Materials.
9.2. You hereby grant to SnapShooter a
non-exclusive, irrevocable, transferable, royalty-free, worldwide licence to
use the Client Materials to the extent reasonably required to provide the Services
during the term of this Agreement. You acknowledge that SnapShooter and its
personnel may use any non-confidential details of the Services (including
sharing any analysis or metrics gained from any testing) for a number of
purposes, including case studies, publications, exhibitions, competitions and
other promotional purposes (such as use in print and on the SnapShooter
9.3. In the event of any loss or
damage to Client Materials, your sole and exclusive remedy shall be for SnapShooter
to use reasonable commercial endeavours to restore the lost or damaged Client
Materials from the latest back-up of such Client Materials.
9.4. You agree to ensure that no
personally identifiable information will be uploaded to the Platform unless it
is necessary as part of the Client Materials.
9.5. You acknowledge and agree that SnapShooter
and/or its licensors own all Intellectual Property Rights in the Platform, the
Services and the Documentation. Except as expressly stated herein, this EULA
does not grant you any Intellectual Property Rights, or any other rights or
licences in respect of the Platform, the Services or the Documentation.
9.6. We hereby grant to you a
non-exclusive, revocable, non-transferable licence to use the Platform, the
Services and the Documentation solely for the Client's internal business
operations. The Platform, the Services and the Documentation may be used by you
for the duration of the Licence Period (or Trial Period) and this right will
terminate upon its termination or expiry (howsoever arising).
9.7. We warrant that we have all
Intellectual Property Rights in relation to the Platform, the Services and the
Documentation that are necessary to grant all the rights it purports to grant
under, and in accordance with, the terms of this EULA.
9.8. You acknowledge that you have no
right to have access to the Platform in source-code form.
9.9. You warrant that all information
disclosed to SnapShooter is accurate, complete and that any Client Materials
supplied may be used within the Platform and for the provision of the Services
without breach of any third party rights or Intellectual Property Rights.
Consequently, you will indemnify and keep SnapShooter and its Affiliates, officers,
employees, consultants, agents and sub-contractors indemnified, on demand,
against all losses, costs and liabilities and all expenses, including
reasonable legal or other professional expenses, suffered or incurred by SnapShooter
arising out of or in connection with any claim:
(a) in relation to the Client
Materials infringing a third party’s Intellectual Property Rights;
(b) in relation to the Client
Materials breaching any data protection or privacy laws or regulations;
(c) in relation to the Client
Materials’ contents, accuracy or completeness; and/or
(d) for any defamatory, offensive or
illegal content, information or materials provided by you either directly or
indirectly to SnapShooter.
10. CONFIDENTIALITY AND DATA PROTECTION
10.1. Our approach to the capture,
storing, sharing and use of information and data (including data supplied by
you) is set out in our Privacy Notice.
10.2. Please read our Privacy Notice
carefully as it is binding on you in relation to the processing of your
Personal Data pursuant to your use of the Platform. Please note that we may
send users of the Platform service related information by email from time to time.
10.3. A party (“Receiving Party”) will keep in strict confidence all technical or
commercial know-how, specifications, inventions, processes or initiatives which
are of a confidential nature and have been disclosed (either orally, in writing
or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees,
agents or sub-contractors and any other confidential information concerning the
Disclosing Party’s business, its products and services which the Receiving
Party may obtain (“Confidential
10.4. In relation to any Confidential
Information received from the Disclosing Party or from a third party on behalf
of the Disclosing Party, the Disclosing Party and the Receiving Party agree:
the Confidential Information in confidence and to use it only for the purpose
of discharging the Receiving Party’s obligations under this EULA;
(b) not to disclose the Confidential
Information to any third party without the express written permission of the
Disclosing Party (except that the Receiving Party may disclose the Confidential
Information to its officers, employees, consultants, agents and sub-contractors
who need access to the Confidential Information in connection with discharging
the Receiving Party’s obligations under this EULA and provided that such
officers, employees, consultants, agents and sub-contractors are made aware of
the confidential nature of the Confidential Information and are subject to
confidentiality obligations at least as onerous as those set out in this Agreement);
(c) to treat the Confidential
Information with the same degree of care and with sufficient protection from
unauthorised disclosure as the Receiving Party uses to maintain its own
confidential or proprietary information.
10.5. Nothing in this EULA will prevent
the Receiving Party from using or disclosing any Confidential Information
(a) is in or comes into the public
domain in any way without breach of this EULA by the Receiving Party or any
person or entity to whom it makes disclosure;
(b) the Receiving Party can show was:
(i) in its possession or known to it by being in its
use or being recorded in its files prior to receipt from the Disclosing Party
and was not acquired by the Receiving Party from the Disclosing Party under an
obligation of confidence; or (ii) to have been independently developed by the
Receiving Party without reference to the Confidential Information;
(c) the Receiving Party obtains or
has available from a source other than the Disclosing Party without breach by
the Receiving Party or such source of any obligation of confidentiality or
(d) is disclosed by the Receiving
Party with the prior written approval of the Disclosing Party; or
(e) is required by law to be released
(e.g. by a court Order), provided that, when permitted by the applicable law,
the Disclosing Party is given as much prior written notice as possible of such
10.6. This clause 10 shall survive
termination of this EULA, however arising.
11. LIMITATION OF LIABILITY
11.1. This clause 11 sets out the
entire financial liability of each party (including any liability for the acts
or omissions of its employees, agents and sub-contractors) to the other party:
(a) arising under or in connection
with this EULA;
(b) in respect of any use made by you
of the Platform,
the Services or the Documentation, or any part of them; and
(c) in respect of any representation,
statement or tortious act or omission (including negligence) arising under or
in connection with this EULA.
11.2. You acknowledge that the Platform
has not been developed to meet your individual requirements.
expressly and specifically provided in this EULA:
(a) all warranties, representations,
conditions and all other terms of any kind whatsoever implied by statute or
common law are, to the fullest extent permitted by applicable law, excluded
from this EULA;
(b) we will have no liability for the
transmission of a Virus to any computer or systems used by the Client;
(c) the Platform, the Services and the
Documentation are provided to you on an “as is” basis, however, we will use
reasonable endeavours to provide you with current and accurate data.
DISCLAIMER: In the event that there is a
fault with the API, we will not have any liability to you for:
or corruption of data or information;
losses that you may incur; or
additional charges that you may be required to pay to the Platform, any Storage
Provider or any other third party.
in this EULA limits or excludes the liability of either party: (i) for death or personal injury resulting from negligence;
(ii) for any damage or liability incurred by a party as a result of fraud or
fraudulent misrepresentation by the other party; (iii) under any indemnity in
this EULA; or (iv) for any other liability which cannot be excluded by law.
11.6. Subject to clause 11.5:
(a) neither party will be liable to
the other party for loss of profits, loss of business, depletion of goodwill
and/or similar losses, loss of anticipated savings, loss of goods, loss of
contract, loss of use, loss or corruption of data or information or any
special, indirect, consequential or pure economic loss, costs, damages, charges
or expenses; and
party’s total liability to the other party in contract, tort (including
negligence or breach of statutory duty), misrepresentation, restitution or
otherwise arising under or in connection with this EULA will be limited:
i. to £250 during any Trial
ii. to the fees paid or payable for the Services during the preceding 12
months (to be calculated on a pro rata basis to equate to 12 months of fees in
total where the Licence Period is less than 12 months) during any Licence
Period (other than the Trial Period).
11.7. You will indemnify and keep SnapShooter
and its Affiliates, officers, employees, consultants, agents and
sub-contractors indemnified, on demand, against all losses, costs and
liabilities and all expenses, including reasonable legal or other professional
expenses, suffered or incurred by SnapShooter arising out of or in connection
with any breach of this EULA by the End User, or by any third party acting on
the End User’s behalf.
Licence will automatically renew:
end of each month if you have placed an Order for a monthly Licence, unless and
until you provide SnapShooter with written notice; or
end of each year if you have placed an Order for an annual Licence, unless and
until you provide SnapShooter with written notice.
12.2. In the event of termination under
clause 12.1, we shall provide you with a pro rata refund of any fees that have
been paid for Services that have not been received as a result of the termination of this
limiting any other rights or remedies, either party (“Terminating Party”) may terminate this EULA with immediate effect
by providing written notice to the
other party (“Defaulting Party”) on
or at any time after the occurrence of any of the events specified below:
(a) a breach by the Defaulting Party
of its obligations under this EULA which (if the breach is capable of remedy)
the Defaulting Party has failed to remedy within 14 days after receipt of
notice in writing from the Terminating Party requiring the Defaulting Party to
do so; or
similar in nature to) the following:
i. the Defaulting Party is unable to
pay its debts as they fall due;
ii. the Defaulting Party goes into
liquidation either compulsorily (except for the purpose of reconstruction or
amalgamation) or voluntarily;
iii. a receiver is appointed in
respect of the whole or any part of the Defaulting Party;
iv. a provisional liquidator is
appointed to the Defaulting Party or the Defaulting Party enters into a
voluntary arrangement or any other composition or compromise with the majority
by value of its creditors or has a winding-up Order or passes a resolution for
the voluntary winding-up or has an administrative receiver appointed or takes
steps towards any such event; or
v. the Defaulting Party suspends, or
threatens to suspend, or ceases or threatens to cease to carry on all or a
substantial part of its business.
12.4. We may terminate or suspend (at
our sole discretion) this EULA immediately by providing notice to you if you
breach any of the Licence Restrictions or the Acceptable Use Restrictions.
12.5. On termination for any reason:
rights granted to you under this EULA shall cease;
immediately cease all activities authorised by this EULA;
(c) we shall delete all of the Client
Materials within 14 days of the effective date of termination; and
(d) any rights, remedies, obligations
or liabilities of the parties that have accrued up to the date of termination,
including the right to claim damages in respect of any breach of the EULA which
existed at or before the date of termination shall not be affected or prejudiced.
12.6. If, for whatever reason, our
relationship with a third party service or data provider is restricted,
suspended or terminated which affects our ability to provide the Platform or
the Services, we will notify you in writing and use reasonable endeavours to
re-commence the Platform and the Services as soon as possible. However, we will
have no liability to you for any interruptions or termination of the Platform
or the Services hereunder.
12.7. The suspension or cancellation of
your account and your right to use the Platform shall not affect either party's
rights or liabilities.
provision of this EULA that expressly or by implication is intended to come
into or continue in force on or after termination or expiry of this EULA shall remain in full
force and effect.
13. COMMUNICATION BETWEEN US
13.1. If you wish to contact us in
writing, or if any condition in this EULA requires you to give us notice in
writing, you can send this to us by e-mail to firstname.lastname@example.org. We will confirm receipt of this
by return e-mail.
13.2. Subject to clause 13.3, if we
have to contact you or give you notice in writing, we will do so by e-mail to
the address you provide to us in your request for the Platform.
13.3. All legal notices (i.e. notices
not related to the provision of the Services) must be in writing and are deemed
given when mailed by registered or certified mail, return receipt requested, to
the other party’s registered address (for the End User,
this will be the Client’s registered address) (or such other address notified
to the other party in writing from time to time). It is agreed that serving notice by email or fax
will not be an effective method of providing notice of a claim under this EULA,
but notice of termination may be provided by email.
EVENTS OUTSIDE OUR CONTROL (FORCE MAJEURE)
14.1. Neither party shall in any
circumstances have any liability to the other party under this EULA if it is
prevented from, or delayed in, performing its obligations under this EULA or
from carrying on its business by acts, events, omissions or accidents beyond
its reasonable control, including, without limitation, strikes, lock-outs or
other industrial disputes or illness involving the workforce of SnapShooter,
failure of a utility service or transport network, act of God, war, riot, civil
commotion, malicious damage, compliance with any law or governmental Order,
rule, regulation or direction, accident, breakdown of plant or machinery, fire,
flood, storm or default of suppliers or sub-contractors. If the force majeure
event continues for a period of four weeks or more, the unaffected party may
terminate this EULA with immediate effect by providing the other party with
LINKS TO OTHER WEBSITES
15.1. You hereby acknowledge that the
Services may enable or assist you to access the website content of, correspond
with, and purchase products and services from, third parties via third-party
websites and that if you do so, this is solely at your own risk.
makes no representation, warranty or commitment and shall have no liability or
obligation whatsoever in relation to the content or use of, or correspondence
with, any such third party website, or any transactions completed, and any
contract entered into by you with any such third party. Any contract entered
into and any transaction completed via any third-party website is between you
and the relevant third party, and not SnapShooter.
recommends that you refer to the third party's website terms and conditions and
does not endorse or approve any third party website nor the content of any of
the third party website made available through the Platform.
16.1. This EULA constitutes the entire
agreement between the parties and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to its subject
matter. Each party acknowledges that in entering into this EULA
it does not rely on, and shall have no remedies in respect of, any statement,
representation, assurance or warranty (whether made innocently or negligently)
that are not set out in this EULA. Each party agrees that it
shall have no claim for innocent or negligent misrepresentation or negligent
misstatement based on any statement in this EULA.
16.2. Subject to clause 1.4, no
variation of this EULA will be effective unless it is in writing and signed by
the authorised representatives of the parties.
16.3. No failure or delay by a party to
exercise any right or remedy provided under this EULA or by law shall
constitute a waiver of that or any other right or remedy, nor shall it prevent
or restrict the further exercise of that or any other right or remedy. No
single or partial exercise of such right or remedy shall prevent or restrict
the further exercise of that or any other right or remedy. The rights and
remedies provided under this EULA are in addition to, and not exclusive of, any
rights or remedies provided by law.
16.4. You shall not, without the prior
written consent of SnapShooter, assign, transfer, charge, sub-contract or deal
in any other manner with all or any of its rights or obligations under this
EULA. SnapShooter may at any time assign, transfer, charge,
sub-contract or deal in any other manner with all or any of its rights or
obligations under this EULA.
16.5. Nothing in this EULA is intended
to or shall operate to create a partnership between the parties, or to
authorise either party to act as agent for the other, and neither party shall
have authority to act in the name or on behalf of or otherwise to bind the
other in any way (including without limitation the making of any representation
or warranty, the assumption of any obligation or liability and the exercise of
any right or power).
16.6. No one other than a party to this
EULA, their successors and permitted assignees, shall have any right to enforce
any of its terms.
16.7. If any provision or
part-provision of this EULA is or become invalid, illegal or unenforceable, it
shall be deemed modified to the minimum extent necessary to make it valid,
legal and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any modification to or
deletion of a provision or part-provision under this clause shall not affect
the validity and enforceability of the rest of this EULA.
LAW AND JURISDICTION
17.1. This EULA and any disputes or
claims arising out of or in connection with it or its subject matter or
formation (including without limitation non-contractual disputes or claims) are
governed by English law and the parties irrevocably submit to the exclusive
jurisdiction of the English courts.