Terms of Service of CMM Business Beta Version

Updated December 19, 2024

TERMS OF SERVICE OF

CMM BUSINESS BETA VERSION

By accepting these Terms of Service of CMM Business Beta Version You, as a Business Customer (the “Business Customer”), agree to be bound by these Terms of Service (these “Terms”) of CMM Business Beta Version application (the “CMM Business”), owned and operated by MacPaw Way Ltd., a company incorporated in the Republic of Cyprus under company registration number 428214, and whose address is at 25 Serifou, Allure Center 11, Office No. 11-12, 2nd Floor, 3046 Zakaki, Limassol, Cyprus (“MacPaw”).

Your use of the CMM Business is subject to your acceptance and compliance with these Terms. "Use" or "using" means to access, install, download, copy, or otherwise benefit from using the functionality of the CMM Business in accordance with the documentation. If you do not agree to these Terms, do not use the CMM Business. Each time you access or use the CMM Business, the current version of these Terms will apply.

THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT UNDERSTAND THIS AGREEMENT OR DO NOT AGREE TO BE BOUND BY IT, YOU MUST IMMEDIATELY LEAVE THE CMM BUSINESS AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES OR CMM BUSINESS FUNCTIONALITY.

By accepting these Terms, the Parties agreed to establish their business relations as follows:

  1. Definitions
    1. “Account” means a unique administrative business account, online tool provided to Business Customer by MacPaw for the purpose of administering and using the Services Business Customer and its Team Members.
    2. “Affiliate” means any entity that controls, is controlled by or is under common control with a party, whereas "control" means the ability to direct the management and policies of an entity.
    3. “Beta test version of CMM Business” means the experimental version of CMM for legal entities, that is provided to a limited number of users, and includes almost all of the features of the finished application, but in which development is not completed yet, and the application still might have some errors.
    4. “CMM Business” means CleanMyMac Business application which is a software package of MacPaw that performs a specific function directly for an end user, and includes contents of the downloads, files, disk(s), CD-ROM(s) or other media, including but not limited to (A) registration information, i.e. license key which is unique for Business Customer and Team Member; (B) related explanatory written materials or files ("Documentation"); and (C) Software setup files and code samples (if any); and (D) any upgrades, modified versions, updates, additions, and copies of the Software, if any, provided to You by Us now or in the future (collectively, "Updates"). The function of CMM Business is to help companies keep the Devices of their Team Members in order by screening the health state of Devices, deleting system junk, unwanted apps, and malware, and providing other technical possibilities to make the work of Devices speedier and more secure.
    5. “Device” means any device that is owned by the Business Customer and is in possession (use) of a particular Team Member, the information about such Device is put into the Account, and a Beta test version of CMM Business is installed on it.
    6. “End Date” means the date of termination of access to CMM Business Beta Test Version, and, therefore, termination of these Terms, namely March 31st 2023.
    7. “Effective Date” means the date these Terms are accepted by a party.
    8. “Services” means services or features provided by MacPaw to the Business Customer through the Beta test version of CMM Business, namely screening the health state of Devices, keeping the Device Inventory, carrying out automation screening of Devices, detecting malwares, unwanted apps, system junks on Devices and having action logs on Devices, etc. The Services are identified as alpha, beta, preview, early access, test or evaluation, or words or phrases with similar meanings, and can be modified, changed, updated anytime by MacPaw during term of access to Beta test version of CMM Business.
    9. “Service Limits” means the number of Team Members, number of devices, or other limits on the Business Customer’s use of the Services (if any) indicated in the Account.
    10. “Team Member” means a person who was designated as such by Business Customer through the Account and registered to use the Beta test version of CMM Business.
    11. “Third Party Request” means a request from a third party for records relating to the Business Customer’s or its Team Members’ use of the Services including information in or from their accounts. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from Business Customer or its Team Members, or their authorized representative, permitting a disclosure.
  1. Subject matter of the Terms
    1. Terms govern access to and use of the Beta test version of CMM Business and Services by the Business Customer and its Team Members on a free basis.
    2. The Business Customer acknowledges and agrees that:

(a) the Beta test version of CMM Business is not an official product and has not been commercially released for sale by MacPaw;

(b) the Beta test version of CMM Business may not operate properly, be in final form, or be fully functional;

(c) the Beta test version of CMM Business may contain errors, design flaws, or other problems;

(d) it may not be possible to make the Beta test version of CMM Business fully functional;

(e) the information obtained using the Beta test version of CMM Business may not be accurate and may not accurately correspond to information extracted from any database or other source;

(f) use of the Beta test version of CMM Business may result in unexpected results, loss of data or communications, project delays, or other unpredictable damage or loss;

(g) MacPaw is under no obligation to release a commercial version of the Beta test version of CMM Business;

(h) MacPaw has the right unilaterally to abandon development of the Beta test version of CMM Business, at any time and without any obligation or liability to the Business Customer;

(i) MacPaw reserves the right to continually test various aspects of the Beta test version of CMM Business and Services, including but not limited to MacPaw website, software, user interfaces, service levels, plans, promotional features, and pricing;

(j) Services may not be supported and may be changed at any time without any notice; and

(k) MacPaw will have no liability arising out of or in connection with Services that are used at the risk of the Business Customer.

The Business Customer acknowledges and agrees that it should not rely on the Beta test version of CMM Business for any reason. The Business Customer is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Beta test version of CMM Business. The Business Customer will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of the Customer's use of the Software.

  1. Business Customer agrees that MacPaw may contact Business Customer and its Team Members to obtain feedback regarding Services.
  2. Business Customer agrees to: (i) and hereby does, assign to MacPaw all right, title, and interest in any feedback; and (ii) provide MacPaw with any reasonable assistance necessary to document and maintain MacPaw's rights in the feedback. Feedback may include oral or written comments, suggestions, error reports, and analysis.
  3. Services are confidential until officially launched by MacPaw. Business Customer undertakes to take reasonable measures to keep information regarding the Beta test version of CMM Business and Services confidential, including at least those measures Business Customer takes to protect its own confidential information of a similar nature. Business Customer will not disclose information regarding Beta test version of CMM Business and Services to any third parties, and will keep new features and functionality confidential until officially launched by MacPaw. Business Customer may disclose information regarding the Beta test version of CMM Business and Services to the extent required by law or regulation if Business Customer gives MacPaw reasonable advance written notice, to the extent permitted, so MacPaw can seek to prevent or limit the disclosure. In case of violation by the Business Customer of this obligation of confidentiality, the Business Customer will face the responsibility prescribed in section “Confidentiality”.
  4. Business customer acknowledges and agrees that immediately after the End Date its Account will be deleted by MacPaw. The Account will not be active starting from the next day after the End Date.
  1. Use of Services
    1. After acceptance of these Terms, the Business Customer is expected to register the Account.
    2. After successfully completing the Account registration process, MacPaw will enable the Business Customer to access the Account. The Business Customer can perform a number of administrative functions through its Account. These functions include, but are not limited to, granting, suspending, or terminating Team Members’ access to the Services and exporting information from the Account.
    3. If a Team Member has a personal CleanMyMac account, Business Customer acknowledges that it does not and will not have any access to, rights in, or control over such Team Member’s separate personal CleanMyMac account.
  1. License
    1. MacPaw as the licensor grants Business Customer as the licensee a limited, non-exclusive, revocable license to use the Beta test version of CMM Business during the term of these Terms to particular Business Customer.
    2. The CMM Business is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. MacPaw reserves all rights not expressly granted to Business Customer. MacPaw retains the ownership of the copyright in and to the CMM Business and its beta version.
    3. The license to limited use of CMM Business cannot be transferred by the Business Customer to third parties with the exception to Team Members selected by the Business Customer.
    4. The license for use of the Beta test version of CMM Business under these Terms is granted on the free-of-charge basis.
  1. Business Customer's Rights and Obligations
    1. Business Customer may specify Team Members and Devices attached to its AccountBusiness Customer may monitor, restrict or terminate Team Member’s access to the Services.
    2. Business Customer is responsible for (a) administering all Team Members' access to the Services through the Account; (b) maintaining an accurate and current Account, Devices, and contact information for each Team Member; (c) ensuring that any and all use of the Beta test version of CMM Business and the Services (either by the Business Customer or each and every Team Member) complies with these Terms and applicable laws; and (d) the use of the Services by its Team Members. MacPaw shall not be responsible for actions of Team Members during their use of the Beta test version of CMM Business and Services.
    3. Business Customer acknowledges and agrees that prior to a Team Member using the Services, MacPaw will require each Team Member to accept then-current standard terms and conditions governing the use of CleanMyMac application (the "Customer terms of service") and Privacy Policy, and such Customer terms of service and Privacy Policy will govern each Team Member's use of MacPaw the Beta test version of CMM Business and Services. Business Customer acknowledges that a violation of the Customer terms of service by a Team Member may result in the termination of such Team Member's access to the Beta test version of CMM Business and Services or termination of Business Customer's Account at the discretion of MacPaw. Business Customer shall not make any representation, warranty or guaranty for or on behalf of MacPaw, or otherwise obligate MacPaw in any manner, to a Team Member.
    4. Business Customer cannot establish its own rules for Team Members' access to the Beta test version of CMM Business and Services. Business Customer acknowledges that in order to provide a Team Member’s access to the Services a Team Member shall register to have access to the Services. In order to register a Team Member, Business Customer shall send an invitation to a relevant e-mail of a Team Member by indicating the said e-mail address at the Account. A Team Member who received the invitation shall open the link contained in the invitation to complete the registration procedure. After finishing the said procedure a Team Member will be provided with access to the Beta test version of CMM Business and Services.MacPaw reserves the right to change the registration procedure without prior Business Customers’ notification.
    5. Without limiting the foregoing, Business Customer is responsible for determining and obtaining any permissions from Team Members necessary to allow MacPaw to deliver the Services and to enable Business Customer to perform the administrative functions available through the Account, including obtaining all necessary consents from Team Members by Business Customer to enable the lawful inclusion of a Team Member’S e-mail to Business Customer’s Account. MacPaw shall not have any obligations or responsibilities to Business Customer or any Team Member with respect thereto.
    6. Business Customer shall prevent unauthorized use of its Account and immediately terminate any unauthorized use of which it becomes aware. Business Customer shall promptly notify MacPaw of any unauthorized use of or access to the Services of which it becomes aware.
    7. Business Customer shall not take any action that would cause MacPaw to violate relevant data protection laws, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, or any other applicable anti-bribery, anti-corruption, or anti-money laundering law.
  1. Restrictions
    1. Business Customer will not, and will ensure that Team Members or third parties do not: (a) offer for sale or lease, sell, resell or lease access to the Beta test version of CMM Business and the Services through the Account; (b) attempt to reverse engineer the Beta test version of CMM Business and Services or any software or other component used therein; (c) violate or circumvent any Service Limits of the Services (if any) or otherwise configure the Services to avoid Service Limits (if any); (d) use the Beta test version of CMM Business and Services in a manner or under circumstances where use or failure of the Services could lead to death, personal injury or environmental damage; (e) use the Beta test version of CMM Business and Services in a manner that would violate applicable laws protecting an individual's privacy rights, health or financial data, etc.; (f) attempt to create a substitute or similar service through the use of, or access to, the Beta test version of CMM Business and Services; or (g) establish and/or use a Business Customer’s Account as an individual for personal, family, or household purposes.
  1. Third Party Requests
    1. If MacPaw receives a Third Party Request, MacPaw will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (i) promptly notify Business Customer of MacPaw's receipt of a Third Party Request; (ii) comply with Business Customer's commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (iii) provide Business Customer with information or tools required for Business Customer to respond to the Third Party Request, if Business Customer is otherwise unable to respond to the Third Party Request. If MacPaw is prohibited from notifying Business Customer of a Third Party Request or Business Customer fails to promptly respond to any Third Party Request, then MacPaw may, but will not be obligated to do so, to the extent permitted by applicable law.
    2. Business Customer acknowledges and agrees that, as between the parties, it is responsible for responding to a Third Party Request for records relating to Business Customer's or a Team Member's use of, or information contained within, Business Customer’s Account. If MacPaw receives such Third Party Request (including but not limited to criminal or civil subpoenas or other legal processes requesting the Business Customer’s or Team 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 Business Customer to pursue the Third Party Request. MacPaw retains the right to respond to Third Party Requests for Business Customer information where MacPaw determines, in its sole discretion, that it is required by law to comply with such a Third Party Request.
    3. Business Customer is responsible for responding to Third Party Requests via its own access to information. Business Customer 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.
  1. Support and Maintenance
    1. MacPaw will provide support to Business Customer and Team Members. Business Customer will, at its own expense, be responsible for providing support to its Team Members regarding issues that are particular to their Team Members' access to the Services. Business Customer will use commercially reasonable efforts to resolve any such support issues before escalating them to MacPaw.
  1. Privacy
    1. Business Customer's use of Beta test version of CMM Business and the Services governed by CleanMyMac then-current Privacy Policy (the “Privacy Policy”) as published at the MacPaw website https://macpaw.com/policy and incorporated into these Terms by reference. By accepting these Terms, and using the Beta test version of CMM Business and the Services, Business Customer acknowledges, accepts and agrees with all provisions of the Privacy Policy.
    2. If Business Customer intends to enable the use of the Beta test version of CMM Business and the Services by Team Members who are minors, Business Customer shall be responsible for obtaining any necessary parental/guardian or other permissions required under applicable laws prior to enabling such Team Member's access or use of the Services. Business Customer must provide parents/guardians with a copy of MacPaw’s Privacy Policy when obtaining parental/guardian consent. Business Customer must keep all consents on file and provide them to MacPaw upon request.
  1. Confidentiality
    1. Business Customer undertakes not to use or exploit in any way other than set forth in these Terms, disclose or make available to any third party any information obtained from MacPaw that is designated as proprietary or confidential or which, by its nature, is manifestly apparent that it should be regarded as confidential or proprietary ("Confidential Information").
    2. Business Customer agrees that it shall use the same security measures and degree of care that it utilizes to protect its own Confidential Information of a similar nature to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under these Terms to have any such information.
    3. The foregoing confidentiality obligation shall apply for so long as the information constitutes Confidential Information.
    4. Nothing in these Terms grants any intellectual property rights in respect of MacPaw’s Confidential Information. Business Customer shall not make use of MacPaw’s Confidential Information, directly or indirectly, in any manner that is competitive to, or would in any way circumvent, compromise, or undermine the rights of MacPaw in its Confidential Information as now or hereafter existing.
    5. After the end of the Term of these Terms or on receipt of a written (including by means of electronic communication) request to do so the Business Customer shall:
  1. immediately cease to use the Confidential Information; and
  1. as soon as reasonably practical return to MacPaw or destroy (or in respect of information held electronically permanently delete to the extent technically feasible (without incurring excessive expense)), MacPaw’s Confidential Information and, if requested to do so, issue to MacPaw a written certificate signed by one of its officers confirming such return or destruction.
  1. Business Customer acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the confidentiality obligation set forth in these Terms by such Party. Accordingly, each Party shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the confidentiality obligation set forth in these Terms by the other Party.
  2. Notwithstanding the provisions of clause 10.6. of these Terms, in the event of a breach of confidentiality obligation prescribed in Section 10 of these Terms by the Business Customer, the Business Customer shall be liable to MacPaw for an immediately due and payable penalty of EUR 20,000 (twenty thousand euros) per breach and EUR 5,000 (five thousand euros) for each day on which the breach continues, without prejudice to any other rights provided for by law or under these Terms such as the rights set forth in clause 10.6. hereof.
  1. Intellectual Property Rights
    1. Except as expressly set forth in these Terms, either Party has no rights, implied or otherwise, to the other's intellectual property. No title to or ownership of or other right in or to Beta test version of CMM Business or software provided by MacPaw to access the Services is transferred to Business Customer under these Terms.
    2. MacPaw may include Business Customer's name and logo in a list of MacPaw's Business Customers online and in print and electronic marketing materials.
    3. Business Customer hereby grants MacPaw, our affiliates and service providers a non-exclusive, worldwide, royalty-free, sub-licensable and perpetual right and license to use, copy, adapt, host, install, reproduce, display via any digital transmission technology, format, make available to third parties (including through multiple tiers of distribution) the Business Customer’s associated trademarks, service marks, logos, or similar proprietary rights for the purposes of providing marketing information about collaboration with Business Customer.
    4. MacPaw may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the CMM Business and Services that Business Customer or Team Members may send to MacPaw or post in MacPaw's forums without any obligation to Business Customer.
  2. Warranty
    1. Each party represents and warrants to the other that it has the requisite power and authority under its organizational charter and governing agreements (if any) to accept these Terms on behalf of the Business Customer and perform it in accordance with the terms herein.
    2. Business Customer further represents and warrants that the individual who accepts these Terms is authorized to do so on Business Customer's behalf.
    3. Business Customer represents and warrants that the use of the Services or Beta test version of CMM Business by its Team Members will not violate these Terms.
  1. Disclaimers
    1. THE BETA TEST VERSION OF CMM BUSINESS AND SERVICES ARE PROVIDED “AS-IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN SECTION 12 AND THE CUSTOMER TERMS OF SERVICE 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.
    2. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, MACPAW DOES NOT WARRANT THAT THE MACPAW’S SOFTWARE (INCLUDING BETA TEST VERSION OF CMM BUSINESS) OR THE SERVICES WILL MEET ALL REQUIREMENTS OF BUSINESS CUSTOMER OR ANY TEAM MEMBER, OR THAT THE OPERATION OF THE MACPAW’S SOFTWARE (INCLUDING BETA TEST VERSION OF CMM BUSINESS) OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE BETA TEST VERSION OF CMM BUSINESS AND THE SERVICES 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 BETA TEST VERSION OF CMM BUSINESS). MACPAW DOES NOT WARRANT AND SHALL HAVE NO LIABILITY WITH RESPECT TO THIRD PARTY SOFTWARE OR OTHER NON – MACPAW PRODUCTS.
  1. Indemnification by Business Customer
    1. To the maximum extent permitted by applicable law, Business Customer agrees to indemnify and hold MacPaw, its subsidiaries, affiliates, officers, agents, employees, and partners harmless from and against any and all liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to claims (a) made by Team Members; or (b) made by any third party relating to Business Customer's use of and its Team Members’ use of the Beta test version of CMM Business and Services in violation of these Terms, the Customer terms of Service, Privacy Policy or applicable laws. In the event of such claim, MacPaw will provide notice of the claim, suit or action to Business Customer using the contact information it has for the account, provided that any failure to deliver such notice to Business Customer shall not eliminate or reduce Business Customer's indemnification obligation hereunder, except to the extent Business Customer can establish that it was prejudiced by such failure.

  1. Limitation of Liability

EXCEPT WITH RESPECT TO (A) BUSINESS CUSTOMER'S BREACH OF SECTION 3, 4, 6, 10 OR 11 AND (B) THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 14, (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) ARISING OUT OF OR RELATING TO THESE TERMS AND/OR ITS TERMINATION OR NON-RENEWAL AND (II) EACH PARTY'S AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF $ 50 (FIFTY) USD.

  1. Term and Termination
    1. Unless MacPaw and Business Customer mutually agree otherwise in a separate written agreement, these Terms shall be effective upon the Effective Date and shall remain in effect until the End Date.
    2. Each Party has a right to terminate the force of the Terms on convenience at any time by deactivating its Account or by sending the written notice with an explanation to the e-mail, indicated in section 17.4 of these Terms.
    3. Termination of these Terms shall, as of the effective date of such termination, terminate Business Customer's and its Team Members' access to the Beta test version of CMM Business, Services and all other rights granted to Business Customer hereunder; provided, however, that any termination is without prejudice to the enforcement of any undischarged obligations existing at the time of termination.
  2. General Terms
    1. Entire Agreement. The Terms, together with the Customer Privacy Policy, and any annexes thereto constitute the entire agreement between MacPaw and Business Customer with respect to its subject matter and supersedes all prior and contemporaneous proposals, statements, and agreements.
    2. Amendments. No amendment or variation of these Terms shall be effective unless in writing and signed by MacPaw.
    3. No waiver. No waiver by a Party of any breach of any provisions of these Terms shall be deemed to be a waiver of any subsequent or other breach and no failure to exercise or delay in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall preclude or restrict the further exercise of that or any other right or remedy. Any waiver that is given must be given in writing (including by means of electronic communication).
    4. Notices. Any notice sent under these Terms shall be in writing addressed to the other Party at its registered office or principal place of business or such other address as may be notified by each Party to the other Party from time to time, or by e-mail (as a scan or PDF) to email addresses set forth below:

The Business Customer:​ e-mail address indicated when concluding the Terms

MacPaw: ​[email protected]

The date upon which such notice is delivered shall be deemed to be the date of such notice, irrespective of the date appearing thereon. A party, through the Account (if Business Customer) or upon written notice to Business Customer (if MacPaw), may change the addresses, individuals and/or titles to which notices shall be sent.

  1. Severability. If, for any reason, any provision of these Terms is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability and the remainder of these Terms shall be enforced to the fullest extent possible.
  2. Governing Law. The Terms shall be governed by the law of England and Wales without giving effect to conflicts of law principles. Any claim against MacPaw arising from the agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. Any action relating to these Terms must be brought in the courts having the jurisdiction located in the Republic of Cyprus, and you irrevocably consent to the jurisdiction of such courts.
  3. Agreement, Successors, and Assigns. The terms and conditions of these Terms shall inure to the benefit of and be enforceable by each of the parties and their permitted successors and assigns. Except as set forth in the immediately following sentences, neither party shall assign these Terms or any right or interest under these Terms, nor delegate any obligation to be performed under these Terms, without the other party's prior written consent. Terms shall inure to the benefit of, and be binding upon, any legal successor to all or substantially all of the business and assets of either party, where such succession occurs in connection with a merger, sale of assets, corporate restructuring or otherwise by operation of law; and MacPaw reserves the right to assign these Terms to any MacPaw affiliate or successor. If Business Customer desires to request MacPaw to consent to an assignment of these Terms, Business Customer shall send a formal request for consent by notice to MacPaw, and should send a message to MacPaw setting forth details concerning the requested assignment. Any attempted assignment or delegation in contravention of this provision shall be void and ineffective.
  4. No Relationship. No agency, partnership, joint venture or employment is created between the parties as a result of this agreement. Except as specifically provided herein, neither party is authorized to create any obligation, express or implied, on behalf of the other party, nor to exercise any control over the other party's methods of operation.
  5. Force Majeure. Except for payment obligations, neither MacPaw nor Business Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
  6. Construction. The headings in the Terms have been inserted for convenience and shall not modify, define or limit the express provisions of the Terms. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require. The parties hereto confirm that they understand the terms of, and voluntarily and knowingly accept the Terms with the intent of being legally bound by these Terms.
  7. Language. Terms are made only in the English language. If there is any conflict in meaning between the English language version of these Terms and any version or translation of these Terms in any other language, the English language version shall prevail.

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