This End User License Agreement (the “Agreement”) governs your use of the Moonlock application, whether as part of the closed or open beta program, or any generally released commercial version(s) (“Software”, “Moonlock”) and the full range of features and capabilities that the Software offers (together referred to herein as the “Services”).

Beta Disclaimer. Moonlock is currently made available for a limited audience, and for a limited time, as a closed beta version, free of charge, for you to test, discover, and give us valuable feedback, so we can better prepare for the full product release ☺️. Please treat the Software beta version as Confidential Information until such information is made publicly available by us to avoid any unauthorized disclosure or misuse that may result in legal consequences for you, like immediate Moonlock beta termination or fines (see the section Beta Services below for more details).

Beta Limitations. Being beta, Moonlock may contain defects, limited functionality, or other issues inherent to pre-release software. Therefore, Moonlock is provided on an “AS IS” basis (see the section Beta Services below for more details). By using Moonlock, you acknowledge and accept these limitations.

Continuity. Upon full release of Moonlock, this Agreement will continue to apply unless replaced by an updated version of the Agreement. The beta-specific disclaimers in this section apply only during beta phases, while all other terms of this Agreement continue to apply throughout all phases, including beta and final releases.

We strongly recommend that you review this Agreement carefully before using Moonlock to ensure you fully understand the applicable rights, obligations, and limitations governing your use of the Services.

Autorenewal Notice (after Beta phase). The Services may be offered on a subscription basis that automatically renews. Please read this Agreement carefully before starting a free trial or completing a purchase for an autorenewing subscription. To avoid being charged, you must affirmatively cancel a subscription or a free trial in your account settings at least 24 hours before the end of the free trial or then-current subscription period. Deleting services does not cancel your subscriptions and free trials. You may wish to take a screenshot of this information for your reference. Please note that the closed beta version of Moonlock is available free of charge.

Binding Agreement. This Agreement is a legally binding agreement between you (“User,” “Customer”, “you”) and MacPaw Way Ltd., registration number 428214, or our affiliates (“MacPaw,” “we,” “us”). Therefore, by using the Services, you expressly accept and agree to comply with this Agreement. "Use" or "using" means to access, install, download, copy, or otherwise benefit from using the Services. Each time you access or use the Services, the current version of this Agreement will apply.

Privacy Notice. Your use of the Services is also subject to our Privacy Notice incorporated into this Agreement by reference; in addition, you agree to abide by our rules, policies, and procedures we may publish on the Services from time to time.

Legally Binding Acknowledgment. THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY NOTICE REFERENCED HEREIN, YOU MUST IMMEDIATELY STOP USING SERVICES, AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES.

Changes to the Services. We may modify, update, or discontinue any aspect of the Services, including but not limited to features, functionality, service levels, subscription plans, pricing, and availability of the Software or related offerings, to reflect business, legal, or technical changes. Where required by law, we will provide prior notice of material changes affecting your rights. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Services.

Changes to the Agreement. We may revise this Agreement from time to time to reflect updates to the Services, our business, or applicable laws. Therefore, we reserve the right to make changes or modifications to this Agreement in our sole discretion at any time and for any reason. We will, however, always maintain our commitment to respect your privacy. We will notify you of any material changes that impact your rights under this Agreement. If you do not agree to the updated Agreement, you must stop using the Services. Please note that your continued use of the Services after any change means that you agree with and consent to be bound by the new Agreement.

Tests. We continually test various aspects of our Services, including but not limited to our Software, user interfaces, service levels, plans, promotional features, and pricing. We reserve the right to, and by using our Services, you agree that we may include you in or exclude you from these tests without notice. Tests may affect the performance, stability, or availability of the Services.

Beta Services. We may occasionally provide you with access to new or experimental products, features, or services that are still in development (“Beta Services”). We will clearly label all Beta Services as “beta,” “early access,” “preview,” “evaluation,” or a similar designation in the applicable product, service, or documentation. Your use of Beta Services is entirely optional and at your sole discretion.

Unless publicly released by us, you agree to treat all closed Beta Services and any related materials as Confidential Information, and any unauthorized disclosure, use, or distribution hereof may result in the immediate termination of your access to Moonlock Beta and may subject you to legal liability, including the obligation to compensate MacPaw for damages, fines, or other remedies available at law or in equity.

You acknowledge and agree that:

• Beta Services are provided strictly “AS IS”, without warranties of any kind, whether express, implied, statutory, or otherwise.
• MacPaw is under no obligation to provide maintenance, updates, or support for Beta Services.
• Beta Services may not be as secure, reliable, or fully functional as other Services offerings.
• MacPaw may, in its sole discretion, change, limit, suspend, or discontinue Beta Services at any time, including revoking your access and/or deleting any data stored or processed within Beta Services, without notice or liability.
• MacPaw has no obligation to make Beta Services generally available or part of any commercial release.

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THIS SECTION GOVERNS YOUR USE OF BETA SERVICES AND SHALL CONTROL IN THE EVENT OF ANY CONFLICT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR RELATED TO BETA SERVICES.

Contact details. If you have questions regarding this Agreement, please contact us:

MacPaw Way Ltd.

25 Serifou, Allure Center 11, Office No. 11-12, 2nd Floor, 3046 Zakaki, Limassol, Cyprus

[email protected]

Account. You may need to create a MacPaw account to use the Services (“Account”). This account is shared across all MacPaw products (learn other MacPaw products). This means that regardless of how many of our products you use—one or several—you only need a single account to manage them. Please review our Privacy Notice to learn more about how we use your data in this context. You are solely responsible for:

• maintaining the confidentiality and security of your login credentials associated with the Services (including usernames, passwords, and access codes for your Account);
• ensuring that your credentials are securely stored and not shared, disclosed, or made accessible to third parties; and
• all activities that occur under your Account, whether authorized by you or not.
  

Your Account is personal and non-transferable. You may not sell, transfer, or allow others to use your Account. MacPaw is not liable for any loss of access due to forgotten credentials or for any damages, losses, or liability arising from unauthorized use of your Account. We reserve the right to suspend or terminate your Account if we reasonably believe it has been compromised or misused.

User Responsibility and Compliance. You use the Services at your own risk. You are solely responsible for your actions in connection with the Services and for complying with all applicable laws, regulations, and third-party rights. We will not be liable for any of your actions done using the Services.

The Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Those who choose to use the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. You may not misrepresent your identity or affiliation when using the Services.

Feedback. We appreciate your feedback, suggestions, or ideas about the Services (“Feedback”). You agree that all Feedback is provided voluntarily, is non-confidential and non-proprietary, and may be used, copied, modified, published, or redistributed by MacPaw without restriction. By providing Feedback, you grant MacPaw a perpetual, irrevocable, worldwide, royalty-free license to use it in any manner and for any purpose, without any obligation to compensate or credit you.

Third party Components. Our certain Services may contain or otherwise make use of software, code, or related materials from third parties, including “open source” or “freeware” software (“Third Party Components”). Certain Third Party Components may be subject to separate license terms that accompany such Third Party Components that, to the extent they conflict with the terms of this Agreement, supersede the terms of this Agreement.

Age Restrictions. By using the Services, you confirm that you are at least 18 years old (or if you are between 13 and 17 years old, inclusive, that you are using the Services only with the approval of your parent or guardian), that you are legally able to enter into this Agreement, and that you have read, understand and agree to be bound by this Agreement. If you are under 18, your parent or guardian agrees to be responsible for your use of the Services. If you do not meet these requirements, you are not authorized to use the Services, and any license granted to you is void.

License. In consideration of your acceptance of this Agreement and payment of all applicable fees (if any), MacPaw grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services solely for your own personal, non-commercial purposes (“License”). The Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. MacPaw retains full ownership of the Services and all associated intellectual property. All rights not expressly granted to you under this Agreement are reserved by MacPaw.

The License term corresponds to your subscription period and may be renewed in accordance with applicable subscription terms.

You agree, represent and warrant, that your use of the Services, or any portion thereof, will be consistent with the foregoing License, covenants and restrictions and will neither infringe nor violate the rights of any other party nor breach any contract or legal duty to any other parties.

Prohibited Uses. You may not, and you agree not to permit or assist others to:

• Use the Services for any unlawful, harmful, fraudulent, infringing, or abusive purpose.
  
• Infringe, misappropriate, or otherwise violate the intellectual property or privacy rights of others.
  
• Copy, reproduce, modify, adapt, translate, publicly display, sell, lease, rent, lend, sublicense, assign, or distribute the Services or any part thereof, except as expressly permitted by this Agreement or applicable law.
  
• Attempt to decompile, reverse engineer, disassemble, discover, or otherwise access the source code or underlying components of the Services (including models, algorithms, or systems), except where such restrictions are prohibited by law.
  
• Create derivative works of the Services or use them to develop competing products or services.
  
• Automatically or programmatically extract, scrape, or harvest data or outputs from the Services.
  
• Circumvent, interfere with, or disrupt the security, access restrictions, usage limits, or protective measures applied to the Services.
  
• Use any trial, beta or evaluation version of the Services for purposes other than testing and evaluation.
  
• Use unauthorized, pirated, or illegally obtained versions of the Services. MacPaw assumes no responsibility for consequences arising from such use.
  
• Disclose, share, or otherwise reveal any Confidential Information obtained through the Services.

Any attempt to transfer or assign your rights under this Agreement without MacPaw’s prior written consent is void and of no effect.

Subscription. The Services are offered on a subscription basis (“Subscription”). By purchasing a Subscription, you agree to pay the fees listed on the purchase page for the applicable subscription period and plan features.

Your Subscription will automatically renew at the end of each subscription period at the then-current rate, unless canceled in accordance with this Agreement before the renewal date. By purchasing a Subscription, you expressly authorize us (or our third-party payment processor) to charge your payment method on file for each renewal term, unless and until you cancel.

We may, but are not required to, notify you prior to renewal. If payment cannot be processed, we may attempt to reprocess up to three (3) times. If payment ultimately fails, your access to the Services will be suspended until payment is received. To reactivate your Subscription after suspension, you must purchase a new Subscription; you will not be required to pay past-due amounts.

Subscriptions are non-refundable, in whole or in part, except as required by applicable law or as set out in the MacPaw Refund Policy.

Free Trial. We may, at our discretion, offer a free trial of the Services for a limited period of time (“Free Trial”). Free Trials are intended solely for evaluation, are limited to new users who have not previously activated a Free Trial, and are not guaranteed to be available at all times.

During the Free Trial, you may receive full access to the features of the selected Subscription plan. To activate a Free Trial, you may be required to provide valid payment information. Unless canceled before the end of the Free Trial in accordance with our cancellation instructions, the Subscription will automatically convert to a paid plan, and the first payment will be charged to your payment method immediately after the trial period ends.

If you cancel during the Free Trial, you will continue to have access to the Services until the trial period ends, and no charges will be applied.

Upgrades. Some additional features, upgrades, or enhanced subscription tiers may require a separate paid upgrade or purchase of a new license. Where required by law, we will provide advance notice of any such additional charges. Minor updates, bug fixes, and maintenance releases may be provided at our discretion or where required by law.

Term. This Agreement begins when you first use the Services and remains in effect until terminated by you or us in accordance with this section.

Termination by You. You may terminate this Agreement at any time by canceling your Subscription through the cancellation process provided in the Services or your account settings. Deleting the Software from your device does not cancel your Subscription. If you cancel, you will retain access to the Services until the end of your current billing period, after which your Subscription will not renew and your access will end. Subscription fees already paid are non-refundable, except where required by applicable law or as provided in our Refund Policy. During the Beta phase, you may stop using the Beta Services at any time, including by deleting the Beta version of the Software from your device; however, such deletion will not constitute termination of this Agreement or of your obligations under it. This Agreement, and your access to Beta Services, will automatically terminate at the end of the beta phase, or earlier if MacPaw decides to suspend or discontinue the Beta.

Termination by Us. WITHOUT LIMITING ANY OTHER RIGHTS WE MAY HAVE UNDER THIS AGREEMENT OR APPLICABLE LAW, WE MAY, IN OUR SOLE DISCRETION, SUSPEND, RESTRICT, OR TERMINATE YOUR ACCESS TO THE SERVICES AT ANY TIME, WITH OR WITHOUT NOTICE, AND WITHOUT LIABILITY TO YOU, INCLUDING (BUT NOT LIMITED TO) IF:

• you violate this Agreement or any applicable law;
  
• you fail to pay applicable fees when due (if any);
  
• we reasonably suspect fraud, misuse, or unauthorized access related to your Account; or
  
• your use of the Services poses a security risk or could harm the Services, our users, or third parties.
  

You acknowledge and agree that we are not obliged to provide prior notice before suspending or terminating your access to the Services. We also reserve the right to pursue any remedies available at law or in equity, including civil, criminal, or injunctive relief.

For the avoidance of doubt, participation in Beta Services is provided free of charge and for a limited time only. Your access to Beta Services will automatically terminate at the end of the beta phase, regardless of whether you delete the Software from your device earlier.

Survival. Any term or condition of this Agreement which by its plain meaning shall be and must be performed after termination shall survive termination.

Warranty Disclaimer. THE SERVICES (INCLUDING ANY BETA OR TRIAL VERSIONS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICES, OR ANY PART THEREOF, (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICES, (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT OUR WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF OUR CONTROL. THE SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.

Nothing in this Agreement affects any rights you may have under mandatory consumer protection laws in your country of residence. To find out more about rights, you should contact a local consumer advice organization.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MACPAW BE LIABLE TO YOU OR A THIRD PARTY FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE OR ANY THIRD-PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SOFTWARE HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MACPAW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. REGARDLESS, IN NO EVENT SHALL MACPAW'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00) IN THE AGGREGATE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS ITS ESSENTIAL PURPOSE.

Indemnification. You agree to indemnify, defend, and hold harmless MacPaw, its affiliates, and their respective officers, directors, employees, contractors, and service providers (collectively, the “Indemnitees”) from and against any third-party claims, demands, actions, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your use of the Services; (ii) your violation of this Agreement; or (iii) your violation of any law or third-party rights.

MacPaw reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification, and you agree to cooperate with such defense. You may not settle any claim without MacPaw’s prior written consent.

Ownership. You acknowledge and agree that all rights, title, and interest in and to the Services, including without limitation all text, images, logos, trademarks, graphics, compilations, data, artwork, user interfaces, computer code, and other content, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement thereof (collectively, the “Content”), are owned by and proprietary to MacPaw or its licensors.

Protection. The Services and Content are protected by copyright, trademark, patent, trade secret, database rights, and other intellectual property and proprietary rights (“Intellectual Property Rights”) under applicable laws and international treaties. Any unauthorized use of the Services or Content constitutes a breach of this Agreement and may also violate applicable laws.

Restrictions. Except as expressly permitted by this Agreement, you may not, and agree not to allow others to:

• copy, reproduce, republish, download, transmit, modify, adapt, translate, create derivative works of, display, perform, distribute, rent, lease, loan, sell, assign, sublicense, or otherwise exploit the Services or Content;
  
• reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying structure of the Services (except to the extent such restrictions are prohibited by law);
  
• remove, obscure, or alter any copyright, trademark, or other proprietary rights notices;
  
• use the Services or Content to develop a competing product or service;
  
• “mirror,” scrape, or otherwise harvest data from the Services for any unauthorized purpose; or
  
• take any action that infringes, misappropriates, or otherwise violates MacPaw’s Intellectual Property Rights.

Reservation of Rights. Except for the limited license expressly granted under this Agreement, no rights are transferred to you, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved by MacPaw.

General Rule. Unless otherwise required by mandatory law in your country of residence, this Agreement, and any dispute or claim (contractual or non-contractual) arising out of or in connection with it, shall be governed by the laws of the Republic of Cyprus, excluding its conflict of law rules. You and MacPaw consent to the exclusive jurisdiction of the courts of the Republic of Cyprus to resolve any such dispute, except where applicable law permits you to bring proceedings in your country of residence, or requires us to do so.

EU Consumers. If you are a resident of the European Union, nothing in this Agreement limits your rights under the mandatory consumer protection laws of your country of residence. You may bring any dispute under this Agreement before the competent court of your habitual residence, and MacPaw will bring any such dispute before the same courts.

Complaints. If you have a complaint, you may contact us at [email protected]. Please note that we do not participate in alternative dispute resolution schemes.

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.

Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect.

Electronic Communication. Using the Services, sending us emails, and completing online forms constitute electronic communications; you consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, and at the Services, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Export Control. Software may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. You warrant that You are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions or otherwise listed on any U.S. government list of prohibited or restricted parties.

You agree to comply with all applicable export and reexport control laws and regulations, including, without limitation, the EAR and trade and economic sanctions maintained by OFAC. Specifically, You agree not to – directly or indirectly – use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from MacPaw under this Agreement to any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorization from the competent government authorities as required by those laws and regulations.

Assignment. MacPaw may assign any or all of this Agreement, and may assign or delegate, in whole or in part, any of its rights or obligations under this Agreement. You may not assign this Agreement, in whole or in part, nor transfer or sublicense your rights under this Agreement, to any third party.