Terms of Service
Last revised on June 30, 2010
Welcome to snoopal.com (hereafter the "Snoopal Website") - owned and operated by Ex Machina SAGL (hereafter "Snoopal" or "we") - the document social publishing website, applications, services, and networks (hereafter "Services" or "Snoopal Services") intended to promote the distribution of original written works (hereafter "Content") on the internet.
PLEASE CAREFULLY READ THE FOLLOWING TERMS OF SERVICE. BY SIGNING UP, ACCESSING, BROWSING, VIEWING, UPLOADING, DOWNLOADING FROM OR OTHERWISE USING ANY WEBPAGE OR FEATURE OR INFORMATION PROVIDED AS PART OF THE SNOOPAL SERVICES, OR ANY RELATED EMAILS, NEWSLETTERS OR SERVICES, YOU (hereafter "you", either an individual or a single entity) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS (hereafter the "Agreement"), INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS, AND BECOME A USER (hereafter "User") OF THE SNOOPAL SERVICES.
If you are using the Snoopal Services on behalf of a company or other legal entity, such entity may have a separate agreement with Snoopal, but you are nevertheless individually bound by this Agreement. If you do not want to become a User, do not conclude the Agreement, do not sign up and do not access, view, download from or otherwise use any of the Snoopal Services or data or information.
We allow you to access the Snoopal Services as they may exist and be available on any given day. We have no other obligation, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue the Snoopal Services, partially or entirely, or to charge and modify prices for the Services. All of these changes shall be effective upon their posting on the Snoopal Website or by email notification to you. Snoopal reserves all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interests in the Snoopal Services.
SNOOPAL DOES NOT GUARANTEE THAT THE SERVICES WHICH IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THEIR OPERATION MAY BE MOMENTARILY INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS. SNOOPAL DISCLAIMS ANY AND ALL WARRANTY AND LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, SNOOPAL DISCLAIMS ANY AND ALL WARRANTY AND LIABILITY FOR ANY MISFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SNOOPAL SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO THE INTERNET SERVICE PROVIDER, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON UNRELATED TO THE SNOOPAL SERVICES.
You represent and warrant that you are not under the age of 14; have not previously been suspended or banned from accessing or otherwise using the Snoopal Services; are not a direct competitor of Snoopal; and that you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party.
If you are using or opening an account on the Snoopal Website on behalf of a company or other legal entity (collectively "Subscribing Entity"), then you represent and warrant that you are an authorized representative of such Subscribing Entity with the authority to bind such entity to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Entity.
BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SNOOPAL SERVICES, YOU REPRESENT THAT YOU MEET THE ELIGIBILITY REQUIREMENTS. SNOOPAL DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY USERS OF THE COMMUNITY; THEREFORE, SNOOPAL DECLINES ANY AND ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
In addition, you must provide all equipment and software necessary to connect to the Snoopal Services, including, but not limited to, if the Services require a mobile connection, a mobile handset or other mobile access device that is in working order and suitable for the use of any part of the Services.
You acknowledge and agree that we may send you important information and notices regarding the Services by email or through other means, including mobile or other handheld devices. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to comply with legal process; or enforce this Agreement; or respond to claims of a violation of the rights of third-parties; or respond to your requests for customer service; or protect the rights, property, or personal safety of Snoopal, the Snoopal Affiliates, its employees, Users, and the public.
You do not have to submit any information on the Site or through the Snoopal Services, but if you choose to submit any information - including but not limited to any Content, ideas, concepts, techniques and data - you must represent and warrant that such submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights.
You acknowledge that you are responsible for the Content that you submit, upload, post or otherwise make available on the Site or through the Services, and that you, and not Snoopal, have full responsibility for your Content, including its legality, reliability, appropriateness, and that you have all rights regarding trademark and copyright ownership.
You agree that you will not upload, post or otherwise make available on the Site or through the Services any material protected by copyright, trade secret, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark, trade secret or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you.
You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other claims or harm resulting from your Content. You represent and warrant that you own all Content posted by you on the Site or through the Services or otherwise have the right to grant the licenses to Snoopal as set forth in the License section herein, and the posting of your Content on the Site or through the Services does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other claim by any person or entity by reason of any Content posted by you on the Site or through the Services.
By uploading your Content, you hereby warrant that your Content is free of any digital rights management, including any software designed to limit the number of times the Content may be copied or played.
You are responsible for creating and maintaining copies of any Content relevant to you. Snoopal is not responsible for creating or maintaining any such copies. Snoopal reserves the right to withhold, refuse, remove or discard any Content you upload, with or without notice and with or without reason. For avoidance of doubt, Snoopal has no obligation to store, maintain or provide you a copy of any Content that you or other Users provide when using the Services, and Snoopal is not responsible for loss of Content, including without limitation Snoopal's negligent or intentional deletion of any Content.
Subject to your compliance with this Agreement, Snoopal hereby grants to you a limited, non-exclusive, non-transferable, freely revocable license to upload, distribute, view, download and print Content for personal use subject to any express restrictions contained in the license under which such Content is distributed. Snoopal reserves all rights not expressly granted in this Agreement.
Unless otherwise agreed to in a separate written agreement between you and Snoopal that was signed by an authorized representative of Snoopal, by uploading or distributing or disseminating a specific piece of Content through the Snoopal Services, you hereby grant to Snoopal a worldwide, non-exclusive, transferable, assignable, sublicensable, fully paid-up, royalty-free license to host, transfer, display, perform, reproduce, distribute, compress or convert for distribution, and otherwise use such specific piece of Content, in any media formats and through any media channels, solely in order to publish and promote such specific piece of Content in connection with the Services offered or to be offered by Snoopal. Such license will apply to any form, media, or technology now known or not currently known or invented, and terminates once you remove or delete such specific piece of Content from the Snoopal Services. Notwithstanding the foregoing, any sublicenses granted and/or authorized by Snoopal with respect to the specific piece of Content prior to your removal of such Content from the Snoopal Services shall survive any termination or expiration of the license you granted to Snoopal in relation to the specific piece of Content.
Unless otherwise agreed to in a separate written agreement between you and Snoopal that was signed by an authorized representative of Snoopal, by distributing or disseminating Content through the Snoopal Services, you hereby grant to each User that is authorized to access your Content a non-exclusive license to access and use your Content under the license terms indicated by you when you uploaded such Content. Notwithstanding the foregoing, you hereby grant to each User that is authorized to access your Content at least a limited, non-exclusive, license to view such Content in the manner contemplated by this Agreement. The license you grant to each User in relation to a specific piece of Content terminates when you remove or delete such specific piece of Content from the Snoopal Services.
You upload Content at your own risk. Notwithstanding anything to the contrary herein, Snoopal does not guarantee that there will be no unauthorized copying or distribution of your Content nor will Snoopal be liable for any unauthorized copying or usage of the Content. Subject to the licenses granted herein, you retain all of your ownership rights in Content owned by you.
Snoopal respects authors' and Content holders' rights. It is Snoopal's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the "DMCA"). Snoopal will promptly terminate without notice any User's access to the Snoopal Services in case that the User is determined by Snoopal to be a "serial infringer". A serial infringer is a User who has been notified by Snoopal of infringing activity violations more than twice and/or has had his/her Content or any other user-submitted content removed from the Snoopal Services more than twice.
Snoopal may include various forums, blogs and chat rooms where you can post your observations and comments on designated topics. Snoopal cannot guarantee that other members will not use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep confidential and/or don't want others to use, do not post it to the Services. Snoopal is not responsible for a member's misuse or misapropriation of any Content or information you post in any forums, blogs and chat rooms.
In order to access some features of the Snoopal Website, you will have to create an account. You may never use an account other then yours without permission. When creating your account, you must provide accurate and complete information. If you are using or opening an account on the Snoopal Website on behalf of a company or other legal entity (collectively "Subscribing Entity"), then you represent and warrant that you are an authorized representative of such Subscribing Entity with the authority to bind such organization to the terms of this Agreement; and agree to be bound by the terms of this Agreement on behalf of such Subscribing Entity.
You are responsible for anything that happens through your account -- you must immediately notify us at email@example.com of any breach of security or unauthorized use of your account. Keep your password confidential, do not use other Users' accounts and do not let others use your account. Although Snoopal will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Snoopal or others due to such unauthorized use. You have to indemnify us and hold us harmless from any damages, losses and costs (including, but not limited to, reasonable attorneys' fees) related to third party claims, charges or investigations, caused by your failure to comply with this Agreement, including, without limitation, your submission of Content that violates third party rights or applicable laws.
Third Party Sites.
Snoopal may include or automatically produce links to third party websites ("Third Party Sites"). Snoopal is not responsible for and does not endorse any advertising, products or other materials on or available from such websites or resources. Snoopal may also include articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties. If you decide to leave the Snoopal Services and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Snoopal Website or relating to any applications you use or install from the site. Snoopal may enable certain third-party developers to create websites and applications that retrieve data made available by the Snoopal Website and its Users and/or that retrieve authorized data from Third Party Sites for use through the Services.
Snoopal is not responsible, and makes no warranties for the transmission of any Content sent through the Snoopal Services to anyone. In addition Snoopal neither warrant nor represent that your use of the Services will not infringe the rights of third parties. Any material, service, or technology decribed or used on the Snoopal Website may be subject to intellectual property rights owned by third parties who have licensed to Snoopal such material, service, or technology.
Snoopal reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Snoopal Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use. You are solely responsible for your interactions with other members. Snoopal reserves the right, but has no obligation, to monitor disputes between you and other Users and to terminate your account if Snoopal determines, in its sole discretion, that doing so is prudent. BY USING THE SNOOPAL SERVICES YOU AGREE NOT TO:
- use the Snoopal Services for any purpose other than to disseminate or receive original or appropriately licensed Content and/or to access the Snoopal Services as such services are offered by Snoopal;
- post, upload, or distribute any defamatory, libelous, or inaccurate Content;
- rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials;
- defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- incite illegal activity;
- post anything that exploits children or minors or that depicts cruelty to animals;
- use the Snoopal Services if you are under the age of fourteen (14) years old;
- post, upload, or distribute any Content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, invasive of someonelse's privacy, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
- impersonate any person or entity, falsely claim an affiliation with any person or entity, or access Snoopal accounts of others without permission, forge another persons' digital signature, misrepresent the source, identity, or content of information transmitted through the Snoopal Services, or perform any other similar fraudulent activity;
- post any copyrighted or trademarked materials without the express permission from the owner;
- delete the copyright or other proprietary rights on the Snoopal Website or any specific piece of Content;
- relay email from a third party's mail servers without the permission of that third party;
- defame, harass, abuse, threaten or defraud Users of the Snoopal Website, or collect, or attempt to collect, personal information about Users or third parties without their consent;
- post a third party's passport number, ID number, social security number, credit card number, unpublished phone number, non-public e-mail address, medical records or information, tax records, or other confidential or personal information;
- make unsolicited offers, advertising, proposals, or send junk mail or spam to other Users of the Services. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
- use the Snoopal Website for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
- remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services or Content, features that prevent or restrict use or copying of any Content accessible through the Services, or features that enforce limitations on the use of the Services or Content;
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Snoopal Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- modify, adapt, translate or create derivative works based upon the Snoopal Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- intentionally interfere with or damage operations of the Services or any User's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
- use any robot, spider, scraper, or other automated means to access the Snoopal Website for any purpose or bypass any measure Snoopal may use to prevent or restrict access to the Services;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content disseminated through the Services;
- interfere with or disrupt the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Snoopal Website;
- post, upload or distribute marketing material, advertisements, spam, content designed to aid search engine optimization, content in HTML format with links or redirects, or other commercial content that in Snoopal's opinion detracts from the Services experience;
- artificially inflate or alter the ratings available on Snoopal Website or alter any comments posted by others on the Snoopal Website.
This list of prohibitions provides examples and is not complete or exclusive. These prohibitions do not require Snoopal to monitor, police or remove any Content or other information submitted by you or any other User. Snoopal reserves the right to (a) terminate your access to your account, your ability to post to the Snoopal Services and (b) refuse, delete or remove any Content, with or without cause and with or without notice, for any reason or no reason, or for any action that Snoopal determines is inappropriate or disruptive to Snoopal or to any User of the Snoopal Services.
Certain parts of the Services may be available via your mobile phone or device or accessible on your mobile phone or device. In using Mobile Services, you agree that we may communicate with you regarding the Services by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In addition, use of the Mobile Services may cause icons and data to be displayed on and through your mobile device, which data may be updated on a periodic basis by connecting to and transferring data from servers through the Internet and/or communication systems to provide content updates and to populate your mobile device with new information. By using Mobile Services, you hereby explicitly agree to the foregoing service functionality. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to the person that acquires your old number. Use of the Mobile Services may result in charges imposed by your wireless provider and you will be responsible for such charges. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services. Finally, by using any downloadable application to enable your use of the Mobile Services, you are explicitly confirming your acceptance of the terms as set forth in this section of the Agreement.
If you need a customized service please contact as at firstname.lastname@example.org. If you subscribe to any services that we offer for a charge, you will pay the applicable fees (including, without limitation, monthly fees) as they become due plus all related taxes and reimburse us for any collection costs and interest for any overdue amounts.
Your only remedy with respect to any dissatisfaction with the Services, any term of this Agreement, any policy or practice of Snoopal in operating the Services, or any Content or information transmitted through the Snoopal Services, is to terminate this Agreement by closing your account and discontinuing use of any and all parts of the Services. You may terminate this Agreement, for any or no cause, at any time, effective upon Snoopal processing your request to close your account. Snoopal may terminate this Agreement for any or no cause, at any time, with or without notice, which shall be effective immediately or as may be specified in the notice. Close down of your account includes disabling your access to Snoopal Website (including any Content you submitted) and may also bar you from any future use of the Snoopal Services. Snoopal may also at its sole discretion limit access to the Services and/or terminate the account of any User who infringes any intellectual property rights of others, whether or not there is any repeat infringement. Upon termination, you lose access to the Snoopal Services. Such termination may continue so long as Snoopal suspects the violation in question, and Snoopal will have no liability to you for such suspension, including without limitation liability to refund any fees you paid for any content, documents, features or subscriptions. These Terms of Service shall survive any termination. Snoopal may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Snoopal's discretion, Snoopal will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Snoopal Website or on the Internet.
GENERAL TERMS, DISCLAIMERS, NO WARRANTIES
The headings in this Agreement are inserted for convenience only and shall not affect its construction or interpretation.
If any provision of this Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of this Agreement.
Choice of Law.
This Agreement and any dispute with Snoopal or any Snoopal Affiliate arising from or relating to this Agreement or Snoopal shall be governed by the laws of Switzerland.
You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.
Amendments to this Agreement.
We reserve the right to modify, supplement or replace the terms of this Agreement, effective upon posting on the Snoopal Website or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate the Agreement at any time.
We may notify you via postings on the Snoopal Website, and via email or any other contact information you provide to us. You may notify us via email at email@example.com or via priority mail or courier at
- Legal Department
- c/o Ex Machina SAGL
- Viale dei Faggi, 9
- 6900 Lugano, Switzerland
Please note that any notice that you provide without compliance with this section on Notices shall have no legal effect.
Terms expressly stated as surviving termination of this Agreement or which by their nature are intended to survive such termination shall continue in full force and effect following such termination.
You and Snoopal agree that any cause of action arising from or related to the Snoopal Services must commence within six (6) months after the cause of action occurs. Otherwise, such cause of action is permanently barred.
No forbearance or delay by Snoopal in enforcing its rights will prejudice or restrict the rights of Snoopal and no waiver of any such rights or of any breach of any contractual term will be deemed to be a waiver of any other right or of any later breach.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SNOOPAL (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS) AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SNOOPAL (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS) OR THROUGH THE SNOOPAL SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL SNOOPAL OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THE TERMS OF THIS AGREEMENT OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS (INCLUDING CONTENT AND COMMERCIAL CONTENT) MADE AVAILABLE THROUGH THE SNOOPAL SERVICES, EVEN IN CASE THAT SNOOPAL OR A SNOOPAL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Harm to Your Computer.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SNOOPAL SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING WITHOUT LIMITATION YOUR COMPUTER SYSTEM OR PORTABLE DEVICE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
Basis of this Agreement.
YOU ACKNOWLEDGE AND AGREE THAT SNOOPAL HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THE TERMS OF THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SNOOPAL, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN YOU AND SNOOPAL.