Setapp for Teams Agreement

This Setapp for Teams Agreement (the "Agreement") is between Setapp Limited, an entity duly established and operating under the legislation of the Republic of Ireland, registration number 584165, with its registered office at NSC Campus, Mahon, Cork, T12 XY2N, Ireland (“Setapp”) and the entity agreeing to these terms (“Business Customer”). This Agreement governs access to and use of the Setapp for Teams Service and Beta Services (the “Services”) by Business Customer.

An individual duly representing Business Customer (“you”) is required to accept this Agreement on behalf of Business Customer as a condition to creating an account to use the Services (the “Account”). By accepting this Agreement, you confirm that you have reviewed the Agreement on behalf of Business Customer and you are warranting to Setapp that you are authorized to accept and make legally binding this Agreement on behalf of Business Customer. If you do not have the legal authority to bind such Business Customer, you must not sign up for the Services.

In addition to the terms and conditions set forth in this Agreement, Business Customer's use of the Services is also governed by the then-current terms and conditions governing the use of Setapp services (the "Customer terms of Service"), Setapp’s then-current Privacy Policy (the “Privacy Policy”), each as published at the Setapp website. If there is any conflict between the Customer terms of service and this Agreement, then the terms of this Agreement shall govern with respect to the Services.

To the extent that Setapp is processing information provided by Business Customer’s that is subject to EU Data Protection Laws, you agree for the transfer of Personal Data to processors according to the Privacy Policy and EU Data Protection Laws.

1. Definitions

“Account” means an administrative account provided to Business Customer and Team Members by Setapp for the purpose of administering (for Business Customer) and using (for Business Customer and Team Members) the Services.

“Affiliate” any entity that controls, is controlled by or is under common control with a party, where "control" means the ability to direct the management and policies of an entity.

“Beta Services” means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.

“Billing Period” means the period for which Business Customer is charged when using the Services. The start of this period is the date of the first payment. The end of this period is the same date of a relevant year or month according to the Subscription.

“Business Customer” means an entity who is a party to this Agreement

“Effective date” means the date this Agreement is last signed by a Party.

"EU Data Protection Laws" means, to the extent in force and applicable from time to time, those laws implementing the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.

“Fees” means the amounts invoiced to Business Customer by Setapp for using the Services and their features.

“Service Limits” means rate, number of Team Members or other limits on Business Customers use of the Services as described in an applicable Subscription.

“Setapp for Teams Service” means the services ordered by Business Customer and described at the Setapp web-site.

“Subscription Period” means the terms of the use of the Services chosen by Business Customer.

“Team Management Page” means the online tool provided to Business Customer by Setapp for the purpose of administering the Services.

“Team Member” means a person who was designated as such by Business Customer and registered to use the Services through invitation or third-party services.

“Third Party Request” means a request from a third party for records relating to 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.

“Team Member” means a person who was designated as such by Business Customer and registered to use the Services through invitation or third-party services.

2. Use of the Services

After successfully completing the Account creation process and confirming acceptance of this Agreement, Setapp will enable Business Customer to access the Account, which will include the Team Management Page. Business Customer can perform a number of administrative functions relating to the Account through the Team Management Page. These functions include but are not limited to, granting, suspending, or terminating Team Members’ access to the Services and exporting information from the Account.

If a Team Member has a personal Setapp service 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 Setapp service account.

3. Business Customer's Rights and Obligations

Business Customer may specify Team Members attached to its Account. The number of Team Members who can be added to the Account depends on the chosen Subscription. Business Customer may monitor, restrict or terminate Team Member’s access to the Services.

Business Customer is responsible for (a) payment of all Fees relating to the Account; (b) administering all Team Members' access to the Services through the Team Management Page; (c) maintaining accurate and current account and contact information for each Team Member; and (d) ensuring that any and all use of the Services complies with this Agreement and applicable laws; (e) use of the Services by its Team Members. Setapp shall not be responsible for actions of Team Members during their use of the Services.

Business Customer acknowledges and agrees that prior to a Team Member using the Services, Setapp will require each Team Member to accept 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 Setapp Service. 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 Services or termination of Business Customer's Account at the discretion of Setapp. Business Customer shall not make any representation, warranty or guaranty for or on behalf of Setapp, or otherwise obligate Setapp in any manner, to a Team Member.

Business Customer cannot establish its own rules for Team Members' access to the 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. The registration can take place directly through Setapp application/website or through third-party services which have relevant agreements with Setapp. In order to register a Team Member through Setapp website, Business Customer shall send an invitation to a relevant e-mail of a Team Member by typing the said e-mail address at the Team management page. 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 Services. Setapp reserves the right to change the registration procedure without prior Business Customers’ notification. The registration through third-party services takes place according to the rules of this third-party service.

Without limiting the foregoing, Business Customer is responsible for determining and obtaining any permissions from Team Members necessary to allow Setapp to deliver the Services and to enable Business Customer to perform the administrative functions available through the Team management page. Setapp shall not have any obligations or responsibilities to Business Customer or any Team Member with respect thereto.

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 Setapp of any unauthorized use of or access to the Services of which it becomes aware.

Customer shall not take any action that would cause Setapp to violate EU 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.

4. Restrictions

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 Services through the Account; (b) attempt to reverse engineer the Services or any software or other component used therein; (c) violate or circumvent any Service Limits of the Services or otherwise configure the Services to avoid Service Limits; (d) use the Services in a manner or under circumstances where use or failure of the Services could lead to death, personal injury or environmental damage; or (e) use the 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 use of, or access to, the Services; or (g) establish and/or use a Business Customer’s Account as an individual for personal, family, or household purposes.

5. Third Party Requests

If Setapp receives a Third-Party Request, Setapp 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 Setapp'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 Setapp is prohibited from notifying Business Customer of a Third-Party Request or Business Customer fails to promptly respond to any Third-Party Request, then Setapp may, but will not be obligated to do so, to the extent permitted by applicable law.

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

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 Setapp only if it cannot comply with the Third-Party Request despite diligent efforts.

6. Third party applications

The Services may be integrated with third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to Business Customers and Team Members. These Third Party Applications may have their own terms and conditions of use and privacy policies and use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. Business Customer understands and agrees that Setapp do not endorse and are not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.

7. Payment

The use of the Account is subject to Fees. Upon termination of the Trial Period according to Section 9 of the Agreement, the Business Customer must select a Subscription. The applicable Fees are charged in advance on monthly or annual payment basis.

A Business Customer will be charged the annual or monthly rate stated at the time of purchase as one lump sum. First payment defines the start and the end of the Billing Period according to a chosen Subscription. Business Customer can add Additional Team Members or additional devices at any time, except during Trial Period. Additional Team Members are priced at the rates available at the time of purchase and prorated based on the days remaining up to the end of the Billing Period. Business Customer is charged for the Additional Team Members, as well as for any other paid actions (for example, adding additional devices), right after such Additional Team Member is added, or such an action is done on the condition that the payment is received by Setapp.   

All the Services for Team Members will co-terminate and renew automatically, on the date of the end of the Billing Period, until Business Customer cancels it. Renewal rates are subject to change, but Business Customer will be notified of any change in its rate with the option to cancel in accordance with these terms.

All Fees are non-refundable, i.e. there are no refunds or credits for periods where Business Customer did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing Billing Period, or did not use options for paid Additional Team Members, additional devices etc.

Any Business Customer has the right to change a current Subscription at any time by selecting a new Subscription among the collection of Subscriptions determined by Setapp and applicable to such Business Customer. In such an event, Business Customer will be charged for a new Subscription at the moment of changing, but a new Subscription will take effect after the end of the paid previous Billing Period.

Business Customer can terminate a Team Member’s access to the Services or reduce the number of the Team Members attached to the Account. In such case, refund is not possible. 

If Business Customer terminates a Team Member’s access to the Services it can reassign access to a new Team Member under the usual registration procedure without paying additional Fees. At the end of Billing Period all unused Team Members’ options will be deleted, and the number of Team Members will be recalculated with foregoing change of the sum of payment. The same applies to the additional devices.

If Business Customer's account is set to auto-renewal or is in a Trial Period and Business Customer has already provided a method of payment to Setapp for the Services, Setapp (or the Business Customer's reseller) may charge automatically at the end of the trial or for the renewal, unless Business Customer notifies Setapp (or the Business Customer's reseller, as applicable) that Business Customer wants to cancel or disable auto-renewal. Setapp may revise services rates by providing Business Customer at least thirty days' notice prior to the next charge.

BUSINESS CUSTOMER ACKNOWLEDGES THAT BUSINESS CUSTOMER AND ITS TEAM MEMBERS MAY LOSE ACCESS TO THE SERVICES IN THE EVENT THAT BUSINESS CUSTOMER FAILS TO PROVIDE TIMELY PAYMENT. SUCH ACCESS WILL BE RESTORED UPON RECEIPT OF FULL PAYMENT. THE PERIOD OF CANCELLED ACCESS DUE TO UNTIMELY PAYMENT SHALL NOT BE REIMBURSED TO BUSINESS CUSTOMER.

8. Taxes

Business Customer is responsible for any taxes, including, without limitation, sales, use, excise, added value, withholding and similar taxes, as well as all customs, duties or governmental impositions, excluding only taxes on Setapp's net income (collectively, "Taxes"), and Business Customer will pay Setapp all Fees due hereunder without any reduction for Taxes. If Setapp is obligated to collect or pay Taxes, Setapp will invoice Business Customer for the Taxes unless Business Customer provides Setapp with a valid tax exemption certificate, VAT number issued by the appropriate taxing authority and/or other documentation providing evidence that no tax should be charged. If Business Customer is required by law to withhold any Taxes from its payments to Setapp, Customer must provide Setapp with an official tax receipt or other appropriate documentation to support such payments.

9. Trial Period

When Business Customer signs up for a Subscription, Setapp may offer Trial Period. The number of days of the Trial Period is stated by Setapp upon sign up. If Setapp offers a Trial Period, it still may require Business Customer to add a valid payment method to activate the Trial Period. At the end of the Trial Period, the chosen Subscription will automatically renew at the then-current rate unless Business Customer cancels the Subscription before the end of the Trial Period through its Account or by contacting Setapp. 

Team Members have the same Trial Period as their Business Customer, so if Team Member was invited to use the Services by Business Customer after the end of the Trial Period set up for this Business Customer, this Team Member cannot use the trial.

When Business Customer selects a suitable Subscription and is charged for it, Business Customer loses the right to use the remaining days of the Trial Period.

10. Support and Maintenance

Setapp 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 (e.g., resetting passwords, suspending accounts etc.). Business Customer will use commercially reasonable efforts to resolve any such support issues before escalating them to Setapp.

11. Privacy

Our Privacy Policy is published at https://setapp.com/privacy-policy. By using Setapp, Business Customer acknowledges, accepts and agrees with all provisions of the Privacy Policy.

If Business Customer intends to enable use of 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 Setapp’s Privacy Policy when obtaining parental / guardian consent. Business Customer must keep all consents on file and provide them to Setapp upon request.

12. Confidentiality

Each party undertakes not to disclose to any third party any information obtained from the other party 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"), except that Setapp may access, disclose and share such Confidential Information of Business Customer and its End Users to the extent necessary in order to provide the Services hereunder and as disclosed in the Privacy Policy. Each party agrees that it shall use the same 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 this Agreement to have any such information. The confidentiality obligation in this Section does not apply to such information as the recipient can show has become known to it in a way other than having been provided under this Agreement or from the other party or to information that is in the public domain. Furthermore, Confidential Information may be disclosed insofar as such disclosure is necessary to allow a party to comply with applicable law, with a decision by a court of law or to comply with requests from government agencies or third parties that such party determines require disclosure, but then only after first notifying the other party of the required disclosure, unless such notification is prohibited. The foregoing confidentiality obligation shall apply for so long as the information constitutes Confidential Information.

13. Intellectual Property Rights

Except as expressly set forth herein and in the Terms of Service, this Agreement does not grant either party any rights, implied or otherwise, to the other's intellectual property. No title to or ownership of or other right in or to Setapp or software provided by Setapp to access the Services is transferred to Customer under this Agreement.
Setapp may include Business Customer's name and logo in a list of Setapp's Business Customers online and in print and electronic marketing materials.

Except as expressly set forth herein and in the Terms of Service, this Agreement does not grant either party any rights, implied or otherwise, to the other's intellectual property. No title to or ownership of or other right in or to Setapp or software provided by Setapp to access the Services is transferred to Customer under this Agreement.
Setapp may include Business Customer's name and logo in a list of Setapp's Business Customers online and in print and electronic marketing materials.

14. Warranty to Contract

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 enter into this Agreement and perform in accordance with the terms herein. Business Customer further represents and warrants that the individual who completes the registration process and accepts this Agreement is authorized to do so on Business Customer's behalf.

15. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN SECTION 14 AND THE 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. SETAPP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT OF 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 THIS AGREEMENT.

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, SETAPP DOES NOT WARRANT THAT THE SETAPP SOFTWARE OR THE SERVICES WILL MEET ALL REQUIREMENTS OF BUSINESS CUSTOMER OR ANY TEAM MEMBER, OR THAT THE OPERATION OF THE SETAPP SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE SETAPP SOFTWARE AND THE SERVICES WILL BE CORRECTED. FURTHER, SETAPP IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM THE MODIFICATION, MISUSE OR DAMAGE OF ANY OF THE SETAPP SOFTWARE NOT DELIVERED BY SETAPP. SETAPP DOES NOT WARRANT AND SHALL HAVE NO LIABILITY WITH RESPECT TO THIRD PARTY SOFTWARE OR OTHER NON – SETAPP PRODUCTS.

16. Beta Services

Despite anything to the contrary in the Agreement: (a) Business Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; and (e) SETAPP WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.

Setapp offers Beta Services in order to get user feedback. In exchange for using Beta Services, Business Customer agrees that Setapp may contact Business Customer and its Team Members to obtain feedback regarding Beta Services. Business Customer agrees to: (i) and hereby does, assign to Setapp all right, title, and interest in any feedback; and (ii) provide Setapp with any reasonable assistance necessary to document and maintain Setapp's rights in the feedback. This feedback may include oral or written comments, suggestions, error reports, and analysis.

Beta Services are confidential until officially launched by Setapp. Business Customer will take reasonable measures to keep information regarding the Beta 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 Services to any third parties, and will keep new features and functionality confidential until officially launched by Setapp. Business Customer may disclose information regarding Beta Services to the extent required by law or regulation if Business Customer gives Setapp reasonable advance written notice, to the extent permitted, so Setapp can seek to prevent or limit the disclosure.

17. Indemnification by Customer

To the maximum extent permitted by applicable law, Business Customer agrees to indemnify and hold Setapp, 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 Services in violation of this Agreement, the Terms of Service, Privacy Policy or applicable laws. In the event of such claim, Setapp 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.

18. Limitation of Liability

EXCEPT WITH RESPECT TO (A) BUSINESS CUSTOMER'S BREACH OF SECTION 2 OR 4 AND (B) THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 18, (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) ARISING OUT OF OR RELATING TO THIS AGREEMENT 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 FEES PAYABLE BY BUSINESS CUSTOMER TO SETAPP UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIATION OF ANY CLAIM FOR DAMAGES.

19. Term and Termination

Unless Setapp and Customer mutually agree otherwise in a separate written addendum to this Agreement, this Agreement shall be effective upon the Effective Date and shall remain in effect until the end of the subscription period specified in the Team Management Page (the "Subscription Period"), unless and until terminated in accordance with the provisions of this Section.

At the end of the initial Subscription Period, the Subscription Period will automatically renew for an additional Subscription Period, except as set forth below. Business Customer will pay Setapp the then-current Fees due for the Subscription Period. At any time prior to the end of the initial Subscription Period or any subsequent Subscription Period, Customer may cancel its Subscription or reduce the number of Team Members though the Team management page, which cancellation or reduction shall be effective as of the end of the then-current Subscription Period for the immediately following Subscription Period.

Business Customer may terminate this Agreement at any time by deactivating its Account through the Team Management Page. No refund is possible under such termination.

Setapp may terminate this Agreement on convenience by providing sixty (60) days written notice to Business Customer and will refund the prorated portion of any prepaid Fees applicable to the period after the Effective Date of termination.

In addition, either party may terminate this Agreement in the event the other party commits any breach or default of the material terms of this Agreement, and fails to remedy such breach or default within thirty (30) days after written notice of such breach or default from the non-breaching or non-defaulting party. Notwithstanding the foregoing, (i) either party may terminate this Agreement immediately in the event of a material breach by the other party of its obligations under Section 12 and (ii) Setapp may terminate this Agreement immediately in the event of a material breach by Business Customer of its obligations under Sections 3 or 4. If Business Customer terminates this Agreement for breach by Setapp, Business Customer's sole and exclusive remedy and the entire liability of Setapp for such breach will be a refund of fees paid by Business Customer to Setapp under this Agreement.

If Business Customer: (i) becomes insolvent; (ii) voluntarily files or has filed against it a petition under applicable bankruptcy or insolvency laws which Business Customer fails to have discharged or terminated within thirty (30) days after filing; (iii) proposes any dissolution, composition or financial reorganization with creditors or if a receiver, trustee, custodian or similar agent is appointed or takes possession with respect to all or substantially all assets or business of Business Customer; or (iv) Business Customer makes a general assignment for the benefit of creditors, Setapp may immediately terminate this Agreement by giving a termination notice.

Termination of this Agreement shall, as of the Effective Date of such termination, terminate Business Customer's and its Team Members' access to the 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.

20. General Terms

a. Entire Agreement. This Agreement, together with the Customer terms of service and Privacy Policy constitute the entire agreement between Setapp and Business Customer with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements and agreements.

b. Notices. Any notice required or permitted to be given hereunder shall be given in writing by personal delivery, by e-mail or by world-recognized courier delivery as follows:

If to Business Customer: At the email or physical address(es) provided upon registration.

If to Setapp: 
Setapp Limited,
9 Tallow Street, Youghal, Co. Cork, Ireland P36YE14
With a copy to legal@macpaw.com

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 Team Management Page (if Business Customer) or upon written notice to Business Customer (if Setapp), may change the addresses, individuals and/or titles to which notices shall be sent.

c. Governing Law. This Agreement shall be governed by the laws of Ireland without giving effect to conflicts of law principles. Any claim against us 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 this Agreement must be brought in the courts located in Ireland, and you irrevocably consent to the jurisdiction of such courts.

d. Agreement, Successors and Assigns. The terms and conditions of this Agreement 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 this Agreement or any right or interest under this Agreement, nor delegate any obligation to be performed under this Agreement, without the other party's prior written consent. This Agreement 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 Setapp reserves the right to assign this Agreement to any Setapp affiliate or successor. If Business Customer desires to request Setapp to consent to an assignment of this Agreement, Business Customer shall send a formal request for consent by notice to Setapp, and should send a message to Setapp setting forth details concerning the requested assignment. Any attempted assignment or delegation in contravention of this provision shall be void and ineffective. Customer shall ensure that it provides the then-current passwords for the use of Setapp services to any successor or assignee under this Agreement as, notwithstanding any such assignment, Setapp shall not provide any passwords to Business Customer's Account to any party.

e. 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.

f. Force Majeure. Except for payment obligations, neither Setapp 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).

g. Construction. The headings in this Agreement have been inserted for convenience and shall not modify, define or limit the express provisions of this Agreement. 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 (i) they each had the opportunity to review this Agreement with legal counsel of their own choosing and (ii) they understand the terms of, and voluntarily and knowingly enter into, this Agreement with the intent of being legally bound by the terms hereof.

h. Terms Modification. Setapp may revise this Agreement from time to time and the most current version will always be posted on the Setapp website. If a revision, in Setapp's sole discretion, is material, Setapp will notify Business Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Setapp's blog or terms page, and Business Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Business Customer agrees to be bound by the revised Agreement. If Business Customer does not agree to the revised Agreement terms, Business Customer may terminate the Services within thirty days of receiving notice of the change.

Appendix

This Appendix forms a part of the Setapp for Teams Agreement (“the Agreement”) to reflect the Parties’ agreement concerning the processing of data which is to be transferred to Setapp for the purposes of registration a Team Member.

As used in this Appendix, all capitalized terms defined herein shall have the meanings given to such terms in the Agreement.

1.   For the purposes of granting Access of a Team Member to the Services and registration a Team Member, Business Customer shall provide Setapp with a Team Member’s e-mail through Team Management Page.   

2.   Business Customer shall ensure that it has received all necessary consents from a Team Member to enable the lawful transfer of a Team Member’s e-mail to Setapp for the purposes described in this Appendix. 

3.   Business Customer shall be fully liable for any failure to obtain consents from Team Members to use their e-mails for the purposes set forth in this Appendix. Setapp shall not be liable in the event that Business Customer fails to duly obtain a Team Member’s consent to use a Team Member’s e-mail for the purposes set forth in this Appendix. 

4.   Business Customer The Supplier shall compensate Setapp for damage claims directed against Setapp when such claim is caused by a Team Member and in breach of this Appendix. 

5.   This Appendix shall remain in full force for as long as the Agreement is in force and for such period thereafter as is necessary for the activities after Agreement termination or expiration to be completed. 

6.   Obligations which by their nature should survive termination or expiration of the Agreement, shall so survive. In case of any conflict between the terms of this Appendix and the Agreement, the provisions of this Appendix shall prevail. Any changes to this Appendix must be agreed in writing between the Parties. 

7.   Nothing in this Appendix amends the Governing Law clause of the Agreement, which shall, for the avoidance of doubt, govern all claims brought under this Appendix.