Effective date: 7 January 2025

These CleanMyMac Business Terms of Service (the “Terms”) govern use of the СleanMyMac Business Service (the "Services" or " CleanMyMac Business" as defined below) by the entity agreeing to these Terms (the "Organisation") and by each end user (“Member”) of the Organisation agreeing to these Terms.

These Terms constitute a binding agreement between MacPaw Way Ltd., registration number 428214, address: 25 Serifou, Allure Center 11, Office No. 11-12, 2nd Floor, 3046 Zakaki, Limassol, Cyprus or our affiliates (“MacPaw”, “we” or “us”) and any individual agreeing to these terms.

An individual (“you”) is required to accept these Terms on behalf of the Organisation as a condition to creating an CleanMyMac Business Account (“Organisation’s Account") or as a Member in order to use CleanMyMac Business. By accepting these Terms, you confirm that you have reviewed this agreement on behalf of the Organisation or as a Member and you are warranting to us that you are authorized to accept and make legally binding these Terms on behalf of the Organisation. If you do not have the legal authority to bind such Organisation, please do not accept these Terms.

1. Use of CleanMyMac Business

1.1. Use of Services. We grant you a non-exclusive, limited, revocable right to access and use the CleanMyMac Business during the Term (as defined below), as well as the right to install and use any software provided by us to access CleanMyMac Business. Under these Terms, Services or CleanMyMac Business means a SAAS service owned by MacPaw, that performs centralised MacOS fleet monitoring and maintenance of the devices owned by the Organisation and used by Members of the Organisation.

1.2. Applicability. These Terms are applicable to:

• the Organisation — any business that is officially registered as such in their respective country and has registered the Organisation Account for using CleanMyMac Business;
• any Member, who is an individual — such as an employee, service provider, contractor of the Organisation or any other person authorized by the Organisation to use CleanMyMac Business.

1.3. Accounts. The Organisation Account needs to be registered in order to start using CleanMyMac Business. You must provide accurate and up-to-date account information. You are responsible for all activities that occur under your account, including the activities of any Member. You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account or any Member Account. You will promptly notify us if you become aware of any unauthorized access to or use of your account or our Services.Representative’s Authority. An authorised representative of the Organisation is required to accept these Terms on behalf of the Organisation as a condition to creating an Organisation Account. By accepting these Terms, the individual representing the Organisation confirms that they have reviewed the Terms on behalf of the Organisation and they are warranting to us that they are authorized to accept and make legally binding these Terms on behalf of the Organisation. If you do not have the legal authority to bind such Organisation, please do not accept these Terms

1.4. Representative’s Authority. An authorised representative of the Organisation is required to accept these Terms on behalf of the Organisation as a condition to creating an Organisation Account. By accepting these Terms, the individual representing the Organisation confirms that they have reviewed the Terms on behalf of the Organisation and they are warranting to us that they are authorized to accept and make legally binding these Terms on behalf of the Organisation. If you do not have the legal authority to bind such Organisation, please do not accept these Terms

1.5. Members’ Accounts. Each Member shall register their accounts under the Organisation Account depending on the role assigned to such Member by the Organisation. You acknowledge that a violation of the Terms may result in the termination/suspension of access to Services or termination of Organisation account/any Member’s Account that violated the Terms. We reserve the right to determine the appropriate sanctions applicable to each individual case.

1.5. Service Limits. Service Limits define the boundaries of your Organisation’s use of CleanMyMac Business. These limits may include the maximum number of Members allowed, the minimum number of licenses (permissions) that can be purchased by Organisation, the number of devices that can be used, the total number of licenses (permissions) (either overall or under a specific Subscription plan), or any other restrictions. All applicable limits are typically outlined in your Organisation Account.

1.6. Trial. If the Organisation registers the Organisation Account for the first time – the Organisation is eligible for a limited trial for the CleanMyMac Business. We will provide such Services to you on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the entering of payment info and starting of any paid Subscription to the Services; or (c) termination of the free trial by either party, in its sole discretion.

1.7. Changes to Services. We may make changes to the features and functionality of the CleanMyMac Business during the Subscription term. If we make a change to the Services that has a material adverse effect on the functionality of the CleanMyMac Business, taken as a whole, we will notify the Organisation in advance.

1.8. No Liability for Third-Party Platforms. The Services may interoperate, integrate, or be used in connection with Third-Party Platforms. Organisation’s use of a Third-Party Platform with the CleanMyMac Business is governed by Organisation’s agreement with the provider of the Third-Party Platform, not these Terms, and we are not responsible for Third-Party Platforms.

2. Organisation's Obligations

2.1. Payment obligations. Organisation is responsible for due and timely payment of all Subscription Fees relating to Organisation’s and their Members’ use of CleanMyMac Business.

2.2. Access for Members; Responsibility for Members. Organisation may assign Members to use the Services. Organisation is responsible for (a) its Members’ use of the Services and compliance with these Terms, and (b) the security of the password to access Services’ accounts. Organisation will obtain from Members and maintain any consents necessary to allow us to deliver the Services. Members’ Accounts may only be used by a single Member and may not be shared by multiple individuals.

2.3. Responsibilities for Accounts. Organisation and any Member must provide accurate and up-to-date account information. Organisation is responsible for all activities that occur under Organisation Account, including the activities of any Member who is provisioned with an account under the Organisation Account. Organisation and any Member may not make account access credentials available to third parties, share individual login credentials between multiple users on the Organisation Account, or resell or lease access to Organisation Account or any Member Account. Organisation or any Member will promptly notify us if they become aware of any unauthorized access to or use of the Organisation Account or Member Account.

2.4. No representations on behalf of MacPaw. Organisation shall not make any representation, warranty or guarantee for or on behalf of us, or otherwise obligate us in any manner, to any Member additionally to these Terms.

2.5. Compliance with Laws; Export Compliance. Organisation (a) will comply with all export and import laws in performing these Terms and (b) represents and warrants that it is not listed on any US government list of prohibited or restricted parties or located in (or a national of) a country subject to a US government embargo or designated by the US government as a “terrorist supporting” country. Organisation will not submit to Services any data controlled under the US International Traffic in Arms Regulations.

2.6. Restrictions. We own all right, title, and interest in and to the CleanMyMac Business. You only receive rights to use the CleanMyMac Business as explicitly granted in these Terms. You will not, and will not permit Members to:

• offer for sale or lease, sell, resell or lease access to CleanMyMac Business through your account;
• reverse assemble, reverse compile, decompile, translate, engage in stealing attacks, or otherwise attempt to discover the source code or underlying components of the CleanMyMac Business, algorithms, and systems of the CleanMyMac Business (except to the extent these restrictions are contrary to applicable law);
• violate or circumvent any Service Limits of the Services or otherwise configure the CleanMyMac Business to avoid the Service Limits;
• use CleanMyMac Business in a manner that infringes, misappropriates, or otherwise violates any third party’s rights;
• send us any personal information of children under 13 or the applicable age of digital consent or allow minors to use the CleanMyMac Business without consent from their parent or guardian;
• useCleanMyMac Business in a manner that would violate any applicable laws or MacPaw’s policies; or
• attempt to create a substitute or similar service through the use of, or access to, CleanMyMac Business.

3. Payment terms

3.1. Free Trial. During the Trial the Organisation receives the Services free of charge. You acknowledge and agree that by adding the Organisation’s payment info to the Billing Section during Trial, the Organisation will automatically switch the Trial to a paid Subscription, and the Organisation will be charged for the use of the CleanMyMac Business.

3.2. Subscription Fees. Organisation will pay the Subscription fees for the CleanMyMac Business(“Fees”) described in the Billing Section of Organisation’s Account. The Fee is indicated and shall be paid in US dollars (unless otherwise specified in the Organisation’s Account). All payment obligations are non-cancellable, and Fees are non-refundable except as required by law or expressly set out in these Terms. You authorize us and our third-party payment processor(s) to charge the payment method provided on your Organisation Account on an agreed-upon periodic basis, but we may reasonably change the date on which the charge is posted.

3.3. Payment timing; Autorenewal. The Subscription Fees shall be paid (i) after the end of Trial; or (ii) at the moment the Organisation exceeds the Service Limits; or (iii) at the moment of providing us with payment details in Billing Section (during Trial) ; (iv) after the end of Organisation’s Subscription Term on the basis of autorenewal. Organisation’s Subscription Term will automatically renew for successive periods unless either party gives the other notice of its intent not to renew. That notice must be given at least 2 days before the start of the next renewal period.

3.4. Taxes. If there are any government-imposed sales, value-added, delivery, withholding, or similar taxes associated with Organisation’s purchase of the Services (but not taxes based on our net income, net worth, asset value, property value, or employment) (“Taxes”), Organisation will pay such Taxes. Unless otherwise expressly specified in the Billing Section of Organisation’s Account and as required by applicable Law, Fees are exclusive of any Taxes.  3.5. Notice of Fee Changes Prior to Renewal; Notice of Corrections. In the event we change Fees, we will give Organisation at least 30 days’ prior notice of that change. If Organisation believes we have incorrectly billed Organisation, Organisation has 30 days from receipt of an invoice or payment day to notify us of the error.  

4. Inellectual Property

4.1. Reservation of Intellectual Property Rights. As between the parties, Organisation owns all Intellectual Property Rights in Organisation Data, and we own all Intellectual Property Rights in the CleanMyMac Business. Except as expressly stated, these Terms do not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. For the purpose of these Terms “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights; “Organisation Data” means data submitted to the CleanMyMac Business from Organisation directly or at Organisation's direction.

4.2. Right to Use Organisation Data. Organisation grants us the right to use Organisation Data during the Subscription term to provide and protect the Services, as well as to diagnose problems.

4.3. Feedback. If Organisation or its Member provide us with feedback about any of our products or services (including the CleanMyMac Business), we may use that feedback without restriction or obligation to Organisation, and Organisation and its Members hereby assigns all rights, title, and interest in such feedback to us.

4.4. Organisation Reference. We may use Organisation’s name, logo, and marks to identify Organisation as our Organisation on our website and in other marketing materials and activities, subject to any brand guidelines provided by Organisation to us in writing. Upon Organisation’s written request, we will promptly remove any such marks from our website and, to the extent commercially feasible, our marketing materials.

5. Confidentiality

5.1. Restrictions on Use and Disclosure of Confidential Information. The recipient of Confidential Information will only use the disclosing party’s Confidential Information to exercise its rights and fulfill its obligations under these Terms, and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under these Terms.

5.2. Required Disclosure. The recipient may disclose Confidential Information to the extent required by applicable law if the recipient uses commercially reasonable efforts to (a) promptly notify the other party of such disclosure before disclosing, and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure, in each case, if doing so is consistent with the applicable law and does not obstruct a governmental investigation.

6. Data Protection

6.1. Data Privacy, Privacy Notice and Joint Controller Statement. Your use of the Services is governed by the Privacy Notice of CleanMyMac Business (the “Privacy Notice”) available via this link, and Joint Controller Statement as available via this link; both policies are incorporated into these Terms by references. By accepting these Terms, and using CleanMyMac Business, You acknowledges, accepts and agrees with all provisions of the Privacy Notice and Joint Controller Statement. The terminology used in these Terms is defined specifically for this document and may differ from the terminology used in other documents (e.g. Privacy Notice) or the Services.

6.2. Security. We maintain industry-standard security and privacy certifications. We will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of Organisation Data and MacPaw’s data.

7. Third Party Requests

7.1. If we receive a Third Party Request, we will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to:

• promptly notify you of MacPaw's receipt of a Third Party Request;
• comply with your commercially reasonable requests regarding its efforts to oppose a Third Party Request; and
• provide you with information or tools required for you to respond to the Third Party Request, if you are otherwise unable to respond to the Third Party Request.

For these Terms purposes,“Third Party Request” means a request from a third party for records relating to the Organisation’s or its Members’ use of the CleanMyMac Business including information in or from their accounts (e.g. valid search warrants, court orders, or subpoenas, or any other request for which there is a written consent from the Organisation or its Members, or their authorized representative, permitting a disclosure).

7.2. If we are prohibited from notifying you of a Third Party Request or you fail to promptly respond to any Third Party Request, then we may, but will not be obligated to do so, to the extent permitted by applicable law.

7.3. Organisation acknowledges and agrees that, as between the parties, it is responsible for responding to a Third Party Request for records relating to Organisation’s or a Member's use of, or information contained within, the accounts. If MacPaw receives such Third Party Request (including but not limited to criminal or civil subpoenas or other legal processes requesting the Organisation’s or Member’s information), MacPaw will, to the extent allowed by the law and by the terms of the Third Party Request, direct such third party to Organisation to pursue the Third Party Request. MacPaw retains the right to respond to Third Party Requests for Organisation’s information where MacPaw determines, in its sole discretion, that it is required by law to comply with such a Third Party Request.

7.4. Organisation is responsible for responding to Third Party Requests via its own access to information. Organisation will seek to obtain information required to respond to Third Party Requests and will contact MacPaw only if it cannot comply with the Third Party Request despite diligent efforts.

8. Term & Termination

8.1. Term. The term of these Terms will commence on the date of your online acceptance of these Terms (the "Effective Date"), and will remain in effect until terminated pursuant to these Terms (“Term”). If you purchase a Subscription to the CleanMyMac Business, the Subscription term will automatically renew for successive periods unless either of us gives the other notice of its intent not to renew. That notice must be given at least 2 days before the start of the next renewal period.

8.2. Termination. Either party may terminate these Terms if (a) the other party materially breaches these Terms and fails to cure that breach within 30 days after receipt of a written notice of the breach, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings. MacPaw may terminate these Terms and suspend Organisation’s access to Services if required to do so by law or for an egregious violation by Organisation of these Terms.

8.3. Effect of Termination. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under these Terms up to the date of termination or expiration. Upon termination or expiration of these Terms, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers.

8.4. Cancellation. Organisation can cancel Organisation’s Subscription anytime in the Billing Section of the Organisation’s Account, the cancellation of the Subscription will take effect after ending of then-current Subscription of the Organisation.

8.5. Suspension. We may suspend your access to the Services (or any part thereof) if:

(a) your use of CleanMyMac Business poses a risk to us or our other customers (including our infrastructure, security, and third-party relationships);

(b) your use of CleanMyMac Business could subject us to liability;

(c) payment of Fees to us is late; or

(d) You are otherwise in breach of these Terms.

9. Disclaimer & Warranties

9.1. Warranties. We warrant that, during the Term, when used in accordance with these Terms, the Services will conform in all material respects with the documentation we provide to you or otherwise make publicly available.

9.2. Disclaimer about CleanMyMac Business. THE SERVICES ARE PROVIDED “AS-IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. MACPAW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY THE LAW. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EITHER PARTY HERETO, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES IN THESE TERMS. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, MACPAW DOES NOT WARRANT THAT SERVICES WILL MEET ALL YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE CLEANMYMAC BUSINESS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN CLEANMYMAC BUSINESS WILL BE CORRECTED. FURTHER, MACPAW IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM THE MODIFICATION, MISUSE OR DAMAGE OF ANY OF THE MACPAW SOFTWARE (INCLUDING CLEANMYMAC BUSINESS). MACPAW DOES NOT WARRANT AND SHALL HAVE NO LIABILITY WITH RESPECT TO THIRD PARTY SOFTWARE OR OTHER NON – MACPAW PRODUCTS.

9.3. Beta Services. Sometimes we create new service offerings that are still in development. If we do so, we will mark those services as “alpha”, “beta”, “early access” or something similar. Organisation may choose to use these beta services at its sole discretion. We may not support these beta services, we may change them at any time, and they may not be as secure or reliable as our other Services. Organisation will treat the beta services and any related documentation as Confidential Information until we officially launch the beta services. Notwithstanding anything else in these Terms, we will have no liability arising out of or in connection with these beta services.

9.4. Testing. We may conduct testing for the purpose of evaluating new functionalities or improvements. Any features provided during testing are offered "as-is" and may be modified, discontinued, or integrated into the main service at our sole discretion.

10. Indemnifications

10.1. Our Indemnification Obligations to Organisation. We will defend and indemnify Organisation against settlement amounts as well as damages and costs finally awarded in any third-party legal proceeding (“Indemnified Amounts”) to the extent arising from an allegation that Organisation’s use of our technology used to provide Services infringes the third party’s Intellectual Property Rights.

10.2. Organisation’s Indemnification Obligations to Us. Organisation will defend and indemnify us against Indemnified Amounts in any third-party legal proceeding to the extent arising from (a) Organisation Data or (b) Organisation’s and Organisation’s Members’ use of the CleanMyMac Business.

10.3. Indemnification Exclusions. These indemnification obligations will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of these Terms; (b) a combination of the indemnifying party’s technology with materials not provided by the indemnifying party under these Terms, unless such combination is required by these Terms; or (c) the Services provided under a free Trial or program.

10.4. Notice Requirement. The indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the third-party legal proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and third-party legal proceeding. If breach of this notification obligation prejudices the defense of the legal proceeding, the indemnifying party’s obligations will be reduced in proportion to the prejudice.

10.5. Sole Control Requirement. The indemnified party must give sole control of the indemnified portion of the third-party legal proceeding to the indemnifying party, subject to the following: (a) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (b) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

10.6. Remedies. If we reasonably believe the Services might infringe a third party’s Intellectual Property Rights, then we may, at our sole option and expense (a) procure the right for Organisation to continue using the CleanMyMac Business; (b) modify the CleanMyMac Business to make them non-infringing without materially reducing their functionality; or (c) replace the CleanMyMac Business with a non-infringing, functionally equivalent alternative. If we can’t figure out a reasonable way to offer these remedies, we may suspend or terminate Organisation’s use of the CleanMyMac Business, with a pro-rata refund of prepaid and unused Fees for CleanMyMac Business.

10.7. Indemnification is the Sole Remedy for Third-Party Intellectual Property Rights Allegations. Without affecting either party’s termination rights, this Section 10 (Indemnification) states the parties’ sole and exclusive remedy under these Terms for any third-party allegations of Intellectual Property Rights infringement covered by this Section 10 (Indemnification).

11. Limitation of Liability

11.1. Limitation on Liability Amount. Subject to Section 11.3 (Unlimited Liabilities), each party’s total aggregate Liability arising out of or relating to these Terms is limited to the Fees Organisation paid during the 12-month period before the event giving rise to Liability (unless that amount is zero due to Organisation participating in a free trial or program, in which case MacPaw’s total liability will not exceed one hundred dollars).

11.2. Limitation on Indirect Liabilities. To the extent permitted by applicable law and subject to Section 11.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to these Terms for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, cost of replacement services, profits, savings, or goodwill.

11.3. Unlimited Liabilities. Nothing in these Terms excludes or limits either party’s Liability for:

(i) its fraud or fraudulent misrepresentation;

(ii) its indemnification obligations under Section 10 (Indemnification);

(iii) its infringement of the other party’s Intellectual Property Rights;

(iv) its payment obligations under these Terms; or

(v) matters for which liability cannot be excluded or limited under applicable law.

12. Disputes

12.1. Negotiations. You agree that any disputes shall be settled by negotiations between parties. In case the negotiations lead nowhere during 30 days after their start, you agree that the dispute is subject to resolution by an authoritative body.

12.2. Jurisdiction. You and MacPaw further consent to the exclusive jurisdiction of the courts of the Republic of Cyprus for the purpose of settling any dispute, claim, or controversy arising out of or in connection with the Terms (and any non-contractual disputes/claims arising out of or in connection with in connection therewith).

12.3. No class action. WHERE PERMITTED BY APPLICABLE LAW, YOU AND MACPAW AGREE THAT EITHER PARTY MAY BRING CLAIMS AGAINST THE OTHER, BUT ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR MEMBER IN ANY CLASS OR CLASS ACTION. Unless both you and MacPaw agree, no arbitrator or judge may consolidate more than one person's claims or otherwise rule on any form of a collective or class action.

13. Miscellaneous

13.1. Applicable Law. Unless otherwise required by law in your country of residence, these Terms (and any non-contractual dispute/claim arising out of or in connection with them) shall be governed by the laws of the Republic of Cyprus, excluding its conflict of law principles.

13.2. Authority to bind. If you are accepting on behalf of the Organisation, you represent and warrant that (a) you have full legal authority and power to bind that Organisation to these Terms; (b) you have read and understand these Terms; and (c) you agree, on behalf of that Organisation, to these Terms.

13.3. Modifications. We reserve the right to modify or terminate these Terms, Services, or your use of CleanMyMac Business, to limit or deny access to CleanMyMac Business, at any time, in our sole discretion, for any reason, with or without notice and without liability to you.You shall periodically check these Terms to stay informed of any changes. Your continued use of CleanMyMac Business after any changes means that you agree with, and consent to be bound by updated version of Terms.

13.4. Severability. If any term or provision of these Terms is declared void or unenforceable in a particular situation by any judicial or administrative authority, this declaration shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. To the extent possible, the provision will be interpreted and enforced to the greatest extent legally permissible in order to effectuate the original intent, and if no such interpretation or enforcement is legally permissible, shall be deemed severed from the Terms

13.5. Support and Maintenance. We will provide support to the Organisation and their Members. Organisation will, at its own expense, be responsible for providing support to its Members regarding issues that are particular to their Members' access to CleanMyMac Business. Organisation will use commercially reasonable efforts to resolve any such support issues before escalating them to MacPaw.

You can contact us anytime via the respective section in CleanMyMac Business. We will do our best to respond to you as quickly as we can.

13.6. Notices. We will provide notices under these Terms to Organisation by sending an email to the email address we have on file for Organisation or via CleanMyMac Business. Organisation will provide notices under these Terms to us by sending an email to [email protected]. Notice will be treated as received when the email is sent. Organisation is responsible for keeping Organisation’s email address current throughout the Subscription term.

13.7. Assignment. Organisation may not assign these Terms, or Organisation’s rights or obligations under it, in whole or in part, except that Organisation may assign these Terms to the surviving entity in connection with a merger, acquisition, or sale of all or substantially all of its assets by providing advance written notice to us. We may freely assign these Terms to an Affiliate or in connection with a merger, acquisition, reorganization, or transfer of assets. Any other attempt to transfer or assign is void.

13.8. Entire agreement. These Terms, together with Organisation’s order via Organisation Account, constitutes the entire agreement between Organisation and us with respect to its subject matter and supersedes any and all prior agreements, discussions, negotiations, and offers, whether verbal or in writing. Excluding orders, terms in a business form, purchase order, or other ordering document used by either party will not amend or modify these Terms; any such documents are for administrative purposes only.

13.9. Subcontractors. We may use subcontractors in order to provide the Services under these Terms. These subcontractors may include, for example, hosting and infrastructure providers. We are responsible and assume liability for any such subcontractors in their performance these Terms.

13.10. No Third-Party Beneficiaries. These Terms do not confer any benefits on any third party unless it expressly states that it does.

13.11. Force Majeure. Except for Organisation’s obligation to pay Fees owed, neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

13.12. No Agency or Waiver. These Terms do not create any agency, partnership, or joint venture between the parties. Neither party waives any rights by not exercising (or delaying the exercise of) any rights under these Terms.