This End User Licence Agreement (“EULA”) is an agreement between:
2. you, a person authorised to use the Services (“End User” or “you”) by a SnapShooter client (“Client”),
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.
· BY USING THE PLATFORM AND/OR SERVICES YOU AGREE TO THE TERMS OF THE LICENCE WHICH WILL BIND YOU.
· 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.
any 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).
the 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.
a 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 Services.
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
9.00 am 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 .
the 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).
Snapshooter Storage Provider
Means Amazon Web Service, Inc.
the End User’s designated provider for the back-up of its Client Materials, excluding the SnapShooter Storage Provider.
1.3. The terms of this EULA apply to the Platform or any of the Services provided through the Platform.
1.4. 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.
1.5. From time 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.
1.7. The terms 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.
1.9. The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.11. A reference to ‘writing’ or ‘written’ includes and email unless stated otherwise, but not faxes.
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 password.
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).
3. ORDER DETAILS
3.1. You may 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).
3.2. The scope 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).
3.3. Where you 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:
3.3.1. if you have provided your payment details, your Licence will automatically renew in accordance with clause 12.1; or
3.3.2. if you 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.
3.4. Any Orders 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.
3.5. We only 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”).
3.6. By purchasing a Licence, you confirm that you have authority to bind any business on whose behalf you purchase a Licence for.
3.7. In the 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.
3.8. All 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 delay.
3.9. If your 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
4.1. In consideration of the provision of the Licence under this EULA, you must pay the charges as set out in the applicable Order.
4.2. All amounts payable must be made in pounds sterling (GBP), US dollars (USD) or Euros (EUR).
4.3. All fees are exclusive of VAT, which shall be payable in addition to the fees (where applicable).
4.4. You will not be entitled to set-off, counterclaim, deduct or withhold payment under this EULA.
4.5. If you do not pay any fees by the relevant due date, we reserve the right to take the following actions:
(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 judgment;
(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.
4.6. We may set-off any liability that you may have to us against any liability that we may have to you.
5. BACKUP ALLOWANCE
5.1. 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.
5.2. If you exceed the Backup Allowance, you will be sent a notification informing you of this fact and asking you to promptly rectify the situation.
5.3. 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 again.
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).
5.5. In the event that you use the SnapShooter Backup Compute to backup your servers, databases or application, the type of server resources, (CPU, RAM and network transfer) for the SnapShooter Backup Compute will be agreed by the parties in an Order and additional fees will apply to the use of the SnapShooter Backup Compute at a per minute rate, as detailed in the Order. Each backup under the SnapShooter Backup Compute will be measured from the time that the server started up until the time the backup has finished. This will be rounded up to a minute. At the end of each day, that day’s the total minutes backup time under the SnapShooter Backup Compute will be aggregated and added to the outstanding fees in your account. SnapShooter will send you an invoice automatically upon you exceeding 1.5 times your SnapShooter subscription monthly cost (in the case of yearly plans 1/12 of the yearly fee) for the total time calculation multiplied by the minute rate in accordance with clause 4 and the terms of the relevant Order. If you are on a free monthly SnapShooter subscription plan, an invoice will be raised when the total outstanding fees in your account reaches $20 USD of usage or at the end of a monthly billing cycle.
6. SERVICE LEVELS
(a) for a minimum of 99% of the time during Normal Business Hours;
(b) 95% of the time overall; and
(c) so that 95% of all users can log-on within five minutes of their first attempt on any occasion,
subject to the availability of the Platform API and any Storage Provider’s platform.
6.2. SnapShooter 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 communications facilities.
(c) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform;
(d) not to 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;
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;
(a) not use 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 operating system;
(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;
together defined as “Acceptable Use Restrictions”.
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 Internet.
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 website).
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
10.2. 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 Information”).
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:
(a) to treat 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); and
(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 which:
(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 non-use;
(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 request.
10.6. This clause 10 shall survive termination of this EULA, however arising.
11. LIMITATION OF LIABILITY
(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.
11.3. Except as 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;
11.4. DISCLAIMER: In the event that there is a fault with the API, we will not have any liability to you for:
(a) any loss or corruption of data or information;
(b) any losses that you may incur; or
(c) any additional charges that you may be required to pay to the Platform, any Storage Provider or any other third party.
11.5. Nothing 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
(b) each 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 Period;
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.
12.1. Your Licence will automatically renew:
(a) at the end of each month if you have placed an Order for a monthly Licence, unless and until you provide SnapShooter with written notice; or
(b) at the 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 Agreement.
12.3. Without 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
(b) an event, including (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.
(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.
12.8. Any 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 email@example.com. We will confirm receipt of this by return e-mail.
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.
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 written notice.
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.
15.2. SnapShooter 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.
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.
16.3. 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).
16.7. 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.
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.