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GENERAL TERMS OF SERVICE

	These terms of service governdescribe the rights and obligations of the User and the relationship between Supplier (asin connection with the Service and form an essential part of a BINDING CONTRACT between them (capitalised words used in this introduction, including the words "User", "Supplier" and "Service", are defined below in section 1.1) and anyone who downloads, saves, installs, uses or accesses,1.1). If you are reading this text, there is a good chance that you may be about to become, or attemptsperhaps already are, a User. So please do consider these terms carefully as they are likely to useaffect your rights and obligations.

	If you wish to enjoy the Service as a CONSUMER, i.e., a natural person (an individual) acting for purposes outside his or access, any Toggl time tracking, time reportingher trade, business, craft or time management applicationprofession, then please pay particular attention to section 3.1 and articles 4 and 20. You are also advised that, before proceeding to create an account, you should study the documentation pertaining to the Service (links to which are provided by Supplier, i.e. respective software, services and/or related resources ("Toggl"). The terms laid down below apply regardlessunder the definition of "Documentation") and consider carefully whether the environment in which TogglService is used,likely to meet your requirements, for a consumer's right to withdraw from this contract and the geographic locationright to withdraw from subscriptions are excluded under article 4.

	You should bear in mind that, even though certain subscriptions may be available free of such use andcharge, the technicalmore feature-rich Service Plans are always paid. This means employed therefor. Please consider these terms carefully,that placing an order for ita Service Plan often entails an OBLIGATION TO PAY. Please consult the Documentation prior to ordering anything and, when you do place an order, pay attention to the information displayed upon each step of the procedure to be certain that what you are ordering is only ifindeed what you fully agree with themdesire and that the terms presented are acceptable.

	If you may useare not of LEGAL AGE (which is likely to be the applications referred to. Ifcase if you are under 18) or otherwise do not possess full active legal capacity, then the Service is not for you (see section 3.2).

	If you are associated with a PATENT ASSERTION ENTITY (also known as a patent troll), please see section 3.3.

	Should you find anything in this textthese Terms that youYOU DO NOT AGREE WITH, please do not understand or agree with, please refrain from using Toggl. Any download, installation, use or access of Toggl or any of the Features, close your User Account and remove all Software and other items forming part thereof shall be deemed to constituteof the Service from your consentsystems, devices, storage media and repositories.

	Regardless of your purposes and whether you agree with the Terms, please consider the Supplier's Privacy Policy (https://toggl.com/legal/privacy). This document describes how, when and why the Supplier collects information about individuals (including but not limited to be bound bycustomers), how and for what purposes these terms of service.personal data are processed, who processes them and what rights the individuals have in connection with the data concerning them.

1. INTERPRETATION

	 1.1.

	The following terms, when capitalised, shall have the meanings ascribed to them below:

	"Agreement"	"AGREEMENT" — the contract between the Parties, comprising these terms of service (as amended from time to time), Supplier's privacy policy (available at https://toggl.com/legal/privacy),the Terms, the Privacy Policy, the Data Protection Policy, the Sub-processor List and such other terms concerning the Service as the Parties may agree to;

	"Content"	"CUSTOMER" — anyone other than the information and technical resources provided by Supplier to its customers for their use in conjunction withthat has a User Account. Each Customer is also a User (i.e., a particular type of User) and, unless the Software, andcontext otherwise requires, should interpret the features of the Software itself. Items of Content are usually grouped into standard packages referredterm "Customer" as referring specifically to as Service Plans;him;

	"Customer"	"DATA PROTECTION POLICY" — any person or entity that has a valid User Account or maintains a full or partial copy of any Software. Each Customer should take this term as referring specifically to them, unless the context otherwise requires;Supplier's data protection policy, available at https://toggl.com/legal/data-protection;

	"Customer Details"	"DATA SUBJECT" — such Personal Data about Customer and Representative as Customer or Representative makes availableany natural person (individual) to Supplier in connection with this Agreement or the Service. Customer Details may, e.g., include such information as Customer's or Representative's name, datewhom any of birth, address, email address, picture, time zone, business or tax registration number, personal identification number, the method by which Customer pays for the Service, and information about third-party services that Customer or Representative uses for accessing or otherwise in conjunction with the Service;Relevant Data relate;

	"End User"	"DOCUMENTATION" — any person that Customer permits or causes to have access to the meaning of this term is twofold: (a) where Service or any part thereof, whether throughusage is concerned (i.e., in the User Accounttechnical and operational context), it means the current technical documentation and user guidance pertaining to the Software, as published and periodically updated on the Supplier's Software-dedicated website or as the Supplier may otherwise (including anyone who downloadsfrom time to time provide, including particularly Software support and knowledge base articles (https://support.toggl.com), API documentation (https://github.com/toggl/toggl_api_docs) and notes on integrations (https://www.toggl.com/integrations); (b) in the Software,commercial context (i.e., where prices, billing or uses or accessespayment are concerned) it means the Service,current information on Customer's behalf);the prices of Service Plans and the methods of their calculation and payment, as published and periodically updated here: https://toggl.com/pricing/, or as the Supplier may otherwise from time to time provide;

	"Intellectual Property"	"DPA" — (a) any and all trademarks, service marks, domain names and business names, brands, rights pertaining to inventions, designs, databases and proprietary information (including, without limitation, trade secrets and know-how), patents, copyrights (including both economic as well as moral rights) and (b) any and all other items (including rights and other benefits) considered to be items of intellectual property under the applicable law;data processing annex at the end of these Terms;

	"Party"	"FEATURE" — eacha component, property or an aspect of Customer and Supplier (collectively, "the Parties");the Service;

	"Personal Data"	"GDPR" — any information consideredRegulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to be personal data under the law governing this Agreement (the current legal definitionprocessing of personal data being as follows: "any information relating to an identified or identifiable natural person, regardless of the state and formon the free movement of such information");data, and repealing Directive 95/46/EC (General Data Protection Regulation);

	"Representative"	"GUEST USER" — any person representinganyone besides the Customer upon its entry intoand the Supplier that accesses the Customer's User Account, including particularly anyone whose respective access has been authorised or caused (whether knowingly or not) by the Agreement;Customer;

	"Service"	"INTELLECTUAL PROPERTY" — depending on the context, either (a) Supplier's making available of the Software, the User Account, Contentany and customer support, or (b) the Software, the User Account, Contentall trademarks, service marks, domain names and business names, brands, rights pertaining to inventions, designs, databases and proprietary information (including, without limitation, trade secrets and know-how), patents, copyrights (including both economic as well as moral rights) and customer support collectively or in any combination;and all other items treated as intellectual property or rights thereof under applicable law;

	"Service Plan"	"PARTY" — a standard seteach of Content that Supplier has agreed to provide. Each Service Plan has a distinctive name or name extension (such as "free", "starter" or "enterprise", for instance),the User and different prices are usually charged for different Service Plans. The features and prices of the various Service Plans can be studied on Supplier's website. Upon specific agreement with Supplier, a Service Plan may also include specialised items (such as Content from other Service Plans or custom Content), and attach terms not applicable to other Service Plans;Supplier (collectively, "the Parties");

	"Software"	"PERSONAL DATA" — Toggl time tracking software and such other Supplier-developed programsany information relating to an identified or identifiable natural person (individual). This term has the same meaning as Supplier may make available in conjunction therewith, including such patches, updates, upgrades, other modifications and replacements thereof as Supplier may from time to time provide;'personal data' under the GDPR;

	"Supplier"	"PRIVACY POLICY" — Toggl OÜ, a private limited company incorporated under Estonian law, commercial register number 11346813, having its principal place of businessthe Supplier's privacy policy, available at Tartu mnt 25, 10117 Tallinn, Estonia, email support [a] toggl.com;https://toggl.com/legal/privacy;

	"User Account"	"RELEVANT DATA" — a Supplier-provided user account whose purpose is to allow Customer to access and use Content (or certain Content) and engage in certain data processing activities;Personal Data that form part of Workspace Data;

	"User Data"	"REPRESENTATIVE" — any information that Customer, an End User,anyone who represents the User upon his entry into the Agreement or in any othertransaction related hereto (e.g., ordering or terminating a Service user collects, enters, records, stores, uses, controls, modifies, arranges, deletes, discloses, makes available, transmitsPlan or otherwise processes throughamending or by means ofterminating the Service;Agreement);

	"User Environment"	"SERVICE" — depending on the user environment provided viacontext, either: (a) the Supplier's providing (i) the Software and/or (ii) one or more resources or other benefits for use in conjunction with the Software and/or (iii) technical support services concerning the foregoing; or (b) the above items collectively, any of them separately or any combination of any of them, notwithstanding that the item(s) in question may not consist in a service (as, e.g., in the case of locally installable Software);

	"SERVICE PLAN" — a subscription, on the terms hereof, to a particular set of Features offered by the Supplier. A Service Plan may but need not have a specific name, such as, for example, "Free", "Starter", "Premium" or "Enterprise". The significance of such names, if any, is explained in the Documentation, as are other differences between Service Plans (such as which Features a given Service Plan includes, what are the main characteristics of these Features, the prices of Service Plans and, if relevant, the technical aspects in which Service Plans vary, e.g., in terms of their compatibility with third-party items). A Service Plan is required for each Workspace and each Workspace does come with a Service Plan. It is possible to switch from one Service Plan to another, thereby adding or removing Features in relation to the Workspace;

	"SOFTWARE" — the Supplier's time tracking software (currently branded Toggl) and such other Supplier-developed computer programs as the Supplier may make available in conjunction therewith, including such patches, updates, upgrades, other modifications and replacements thereof as the Supplier may from time to time provide. Each of the foregoing may take the form of an on-demand service, a local installation or a combination thereof;

	"SUB-PROCESSOR" — a third party engaged by the Supplier to process Relevant Data in connection with the Service;

	"SUB-PROCESSOR LIST" — a list of third parties (sub-processors) who, under their arrangements with the Supplier, may process Relevant Data in connection with the Service. Certain partsThis list is periodically updated and currently available here: https://toggl.com/legal/subprocessor;

	"SUBSCRIBER" — in relation to each Service Plan, the Customer to whom the Service Plan belongs (which usually means the Customer who ordered the Service Plan unless the same has transferred to another Customer, if permitted hereunder);

	"SUPPLIER" — either (a) Toggl OÜ, an Estonian private limited company, registered number 11346813, established and doing business at Tartu mnt 25, Tallinn, 10117, Estonia, email support@toggl.com, telephone +372 712 1144; or (b) Toggl Inc, a Delaware corporation, file number 5675394, established and doing business at Suite 403-A, 1013 Centre Road, Wilmington, DE 19805, USA, email support@toggl.com, telephone +372 712 1144; as determined under article 2 of the Terms separately with respect to (α) the Agreement in so far as it does not concern any Service Plan specifically or the User Environmentacting as a Workspace Owner; (β) the Parties' relationship in the context of a particular Service Plan; and (γ) the Parties' relationship in the context of the User acting as a Workspace Owner;

	"TERMS" — these terms of service, including the DPA;

	"USER" — anyone other than the Supplier that downloads, saves, installs, uses, accesses, interacts with, or is the recipient of the Service or possesses or controls, directly or indirectly, any item that forms part of the Service, including, without limitation: (a) the Customer; (b) anyone who performs any of the above acts on the Customer's behalf or through his User Account, whether authorised to do so or not; (c) anyone who accesses a resource (e.g., visits a web page or retrieves a file, information or other object) that is located on the Service or forms a part thereof; (d) anyone with a copy of any Software. Each User should interpret this term as referring specifically to him unless the context otherwise requires;

	"USER ACCOUNT" — a Service user account whose purpose is to allow its holder to use one or more Features (i.e., enjoy the end-user benefits thereof);

	"USER DATA" — any data, including Personal Data, that a User processes (e.g., collects, enters, records, stores, alters, arranges, deletes, uses, transmits, discloses or makes available) through a User Account or otherwise by means of the Service;

	"WORKSPACE" — a logical space in the Service user environment where one or more Customers may use the Features available to them, as further described in the Documentation;

	"WORKSPACE DATA" — the data that are private (customers' personal pages), some are shared,stored or otherwise processed in, through or by means of a given Workspace, including all such User Data;

	"WORKSPACE OWNER" — the Customer having ultimate responsibility for a given Workspace, its contents and some public.all activities (including all data processing) performed in, through or by means of that Workspace. Workspace Owner is also referred to as the "Owner" in these Terms.
	 1.2.

	The	In these Terms: (a) the words "herein", "hereto", "hereof", "hereunder", "hereby" and "herewith" refer to this Agreement. Wordsthe Agreement; (b) words denoting a gender or genders shallare to be readconstrued as referring to all genders, unlessgenders appropriate in the context; and (c) save where the context clearly otherwise requires.determines, the word "item" means any legal object, i.e., anything tangible or intangible (including any electronic object and any right or other benefit) that is capable of being the object of a right, duty or a capacity.
	 1.3.

	This Agreement (as amended from time to time) constitutes the entire agreementcontract between the Parties relating to the subject matter hereof and supersedeshereof, superseding all prior agreements and understandings betweenof the Parties with respect toconcerning that subject matter.
	 1.4.

	In case of conflict between If any provision herein andof the Agreement conflicts with any statement, representation or otherService-related information published on Supplier's website or contained in any other materials or communicationsprovided elsewhere, the provision in the Agreement shall prevail.

2. COMMENCEMENTPARTIES, FORMATION OF CONTRACT, TERM

	 2.1

	This Agreement shall be effective between Supplier and Customer as	The identity of the moment whenSupplier, i.e., which of the party to be identified as Customer installs, downloads or saves any partentities specified under the definition of "Supplier" the Software, obtains a User Account or agrees or is deemed to have agreed tocontracting with, depends on the terms hereof, whichever occurs first.
	 2.2.type of User and the User's domicile or, upon ordering a paid Service Plan, the domicile of the party paying for the Service Plan, and is determined separately with respect to:

	Anyone who uses, accesses or attempts to use or access	(a) the Agreement in so far as it does not concern any part of the Service shall by so doing be deemed to have agreed toPlan specifically or the terms hereof.User acting as a Workspace Owner;

3. LICENCE	(b) the Agreement in relation to each Service Plan specifically, i.e., the Parties' relationship in the context of a particular Service Plan; and

	 3.1.	(c) the Agreement in so far as it concerns the rights and obligations of the User as a Workspace Owner and the Supplier's corresponding rights and obligations (including their respective rights and obligations under the DPA), i.e., the Parties' relationship in the context of the User acting as a Workspace Owner.
	 2.2

	Subject to the terms set forth herein, Supplier grants to Customer,	A separate Agreement shall form under each of subsections 2.1(a), 2.1(b) and the latter accepts, for the term hereof, a limited, non-exclusive and non-transferable (save as provided in section 3.2) licence to use such features of the Service2.1(c) as included in Customer's Service Plan.
	 3.2.follows:

	With respect to assignment, sub-licensing	(a) where the User, or, in the case of subsection 2.1(b), the person or entity paying for the Service Plan, is domiciled in the United States of America (U.S.), the relevant Agreement shall form between the User and other disposals,Toggl Inc as the Parties have agreed that:Supplier;

	(a) Customer shall not, without	(b) where the User, or, in the prior explicit consentcase of Supplier, sub-license, assign, encumbersubsection 2.1(b), the person or otherwise dispose ofentity paying for the Service Plan, is domiciled in any of its rightsjurisdiction other than the U.S. or obligations hereunder, except that (i) the foregoing restriction does not apply to Customer's disposal of its monetary claims (i.e., claims for a specific amount of money tohis domicile cannot be paid to Customer) and (ii) Customer may assigndetermined, the entire Agreement, i.e. all its rightsrelevant Agreement shall form between the User and obligations hereunder, by way of general succession or enterprise transfer (the assuming party, respectively, being either Customer's general successor orToggl OÜ as the acquirer of Customer's enterprise to which this Agreement pertains);Supplier.
	 2.3

	(b) Supplier may: (i) in its sole discretion sub-license, assign, encumber	Consequently, most Users will have more than one Agreement and otherwise disposethe identity of any and all of its rights hereunder; (ii) dispose,the Supplier in any manner that Supplier reasonably deems appropriate, of anythose Agreements may but need not be the same. Specifically, as per the rules under sections 2.1 and all of its obligations hereunder, provided it notifies Customer thereof.
	 3.3.2.2:

	The Service may only be accessed through	(a) each User shall have an Agreement under subsection 2.1(a) with the interface(s)Toggl entity that Supplier has provided therefor and must notcorresponds to his domicile according to section 2.2.
The Agreement referenced in the first paragraph of this subsection: (α) shall be accessed or attemptedeffective upon the earlier of (i) the party to be accessed inidentified as the User consenting to the Terms, whether explicitly or impliedly, with implied consent being deemed to have been given by the performance of any manner not approvedof the acts mentioned in the definition of "User", and (ii) the said party becoming identifiable by Supplier.
	 3.4.any of the characteristics used in these Terms to define a User or a Customer (except the attribute "other than the Supplier"); (β) is for an indefinite term, continuing in force until terminated pursuant to its terms or on statutory grounds, except that certain of its provisions (as identified herein) will survive any termination hereof;

	Customer may make copies	(b) the Subscriber and any User who enjoys any of the Softwarebenefits of a Service Plan in relation to which he is not the Subscriber shall, as respects the given Service Plan, have an Agreement under subsection 2.1(b) with (i) the Toggl entity corresponding to the Subscriber's domicile, in the case of a free Service Plan, or (ii) in the case of a paid Service Plan, the Toggl entity corresponding to the domicile of the payer.
The Agreement referenced in the first paragraph of this subsection: (α) between the Supplier and the Subscriber shall be effective upon the Supplier's acceptance of the order for its own installation, archivalthe Service Plan, whether explicitly or impliedly, with implied acceptance being deemed to have been given by making the relevant Features available; (β) between the Supplier and backup purposes only.a User other than the Subscriber shall be effective upon any of the Service Plan's benefits becoming available to the User; and, in either case (γ) shall terminate upon (i) a new Agreement being made between the Supplier and a Subscriber under subsection 2.1(b) in relation to the Workspace concerned, i.e., where the Service Plan pertaining to the Workspace is replaced by another, (ii) the expiry of the Service Plan, (iii) the User ceasing to be a member of the Workspace (in which event the Agreement in question will only terminate in respect of the particular User), (iv) the Workspace being closed, or (v) the party paying for the Service Plan being replaced by another whose domicile, if the Agreement were made anew with him as the payer, would, as per point (b)(ii) above, cause the same to form with a Toggl entity other than the current Supplier, or the existing payer's domicile being changed respectively; (δ) where point (γ)(v) applies, a new Agreement under subsection 2.1(b) shall automatically form with the Toggl entity corresponding to the new domicile of the payer;

4. SERVICE	(c) the Workspace Owner shall always have an Agreement under subsection 2.1(c) with the Toggl entity having issued the Service Plan then-effective in relation to the given Workspace, i.e., each time that the Workspace becomes subject to an Agreement between the Supplier and a Subscriber under subsections 2.1(b) and 2.3(b) a new Agreement under subsection 2.1(c) shall form between the Workspace Owner and the respective Toggl entity, with the Owner's previous Agreement under that subsection terminating respectively (and such re-establishment of contract having no effect on the Service).
	 2.4

	 4.1.	A separate contract is always formed between the Supplier and each User. No User is party to, or a third-party beneficiary or a protected or otherwise interested third party under, another User's contract with the Supplier, or can raise any claim based on or in connection with that contract.
	 2.5

	Supplier will use commercially reasonable efforts	The Supplier's undertakings with regard to provide the Service are to the Customer throughoutonly and no one else may demand, or shall rely on, the termSupplier's performance of thisits respective obligations (or any other obligation that the Supplier may have under its Agreement in accordance with Customer's Service Plan.
	 4.2.the Customer).

	Customer acknowledges that:3. SPECIAL CATEGORIES OF USERS

	(a) the Service has not been designed to meet Customer's individual requirements;	 3.1

	(b) the operation of the	The Service may from timeis for business users, to time encounter technicalbe enjoyed as a workplace tool. It is not intended for personal or household use or any other problems and may not continue uninterruptedconsumer application. Any natural person (individual) wishing to use any of the Features for a purpose unrelated to his trade, business, craft or without errors;profession must, before obtaining a Service Plan for the respective Feature(s), notify the Supplier that he wishes to use the Service as a consumer. The User's failure to provide such notice will, to the maximum extent permitted by law, result in the following: (a) the User not being able to rely on being a consumer, i.e., he shall be deemed to have waived the respective right; (b) no consumer law applying to the Parties' relations; and (c) the User forfeiting any and all consumer rights hereunder, including particularly, if applicable, the right to withdraw from the Agreement and the Service Plan in question.
	 3.2

	(c)	As far as natural persons are concerned, the Service is not fault-tolerantonly intended for those who have full active legal capacity. Such capacity is usually attained by becoming of legal age (the age of majority), which commonly occurs at the age of 18. Individuals whose active legal capacity is restricted are also restricted from being Users and hasmust not been designed for useperform any of the acts mentioned in inherently dangerous circumstances, such as, e.g., the operationdefinition of "major sources"User". The Customer must ensure that any natural person whom he causes to become a User (e.g., by causing the person to access the Customer's User Account or a resource that is located on or forms a part of danger", traffic controlthe Service) has full active legal capacity. Also, each natural-person User and Representative shall, by having assumed the respective role (explicitly or life support systems, handling hazardous substancesimpliedly), be deemed to have represented to the Supplier that he is, and, in the Representative's case, that both he and other activities where the failureUser are, at least 18 years old and capable of entering into contracts. The above representation is deemed to be made every time that the Service could leadperson causes himself (and, in the Representative's case, when he causes the User) to death, personal injury or environmental damage.be exposed to the Service.
	 4.3.3.3

	The Service is provided on an "as is" and "as available" basis. Customer's selection	Patent assertion entities (also referred to as non-practicing entities or patent trolls), meaning persons or entities that derive or seek to derive a substantial part of their revenue from the offensive assertion of patent or other intellectual property rights, are generally restricted from being Users and useshall not enjoy any of the Servicerights that a Customer is at Customer's own risk,intended to have hereunder, except as are Customer'sotherwise provided in the following part of this section. A patent assertion entity and End Users' exposure to, down- and uploadanyone acting on behalf, on the instructions or for the benefit of, as well as transmission, other processingor directly or indirectly controlling, being controlled by, or under common control with, such an entity is prohibited from being a User and possessionmust not perform any of information, programsthe acts mentioned in the definition of "User", save upon the Supplier's prior, explicit and other items throughinformed consent and the respective person or due toentity having given such undertakings and assurances as the Service.
	 4.4.Supplier reasonably may request.

	Supplier has no obligation to enhance, modify or replace any part of the Service, or to continue developing or releasing new versions thereof.
	 4.5.4. FORFEITURE OF THE RIGHT OF WITHDRAWAL

	Supplier aims to respond to support requests within 24 business hours but makes no commitment as to how quickly support will be provided or issues will be resolved.
	 4.6.	 4.1

	Some parts	The User hereby requests that the Supplier's performance of the Service may have been translated into other languages, but it is only thoseAgreement commence immediately and that arethe benefits to which the User is entitled hereunder, including, where applicable, the Features authorised under his Service Plan(s), be made available in Englishto him immediately. The User acknowledges and agrees that Supplier has approved for use.by making the above requests he loses the right (if any) to withdraw from the Agreement and, where applicable, the right to withdraw from the Service Plan(s) in question.
	 4.7.4.2.

	The User further requests that the Features to be authorised under any future Service Plan he may provide links or accessobtain be made available to third-party websites, resources or serviceshim immediately upon the Service Plan's commencement. The User acknowledges and these may provide links or accessagrees that by requesting this (and the respective Features becoming available to him) he loses the Service. Supplier is not responsible for the qualities (including the availability, reliability and security) of such external sites, resources or services, does not endorse them and shall not be liable for any loss, damage, expenses or other consequences resulting from their existence, absence, qualities, use or inabilityright, if any, to use them.withdraw from the Service Plan.

5. PAYMENTLICENCE

	 5.1.

	By installing any part of	Subject to the Software, obtaining a User Account or otherwise subscribingterms set forth herein, the Supplier grants to the Service or any part thereof, or subscribing any part ofbelow Party, and the User Environmentlatter accepts, the following limited, non-exclusive and restrictedly-transferable right:

	(a) to athe Subscriber — the right use, during the term of his Service Plan, the Features available under that Service Plan;

	(b) to the Customer shall be deemed— the right to have agreed to,access and accepted liability foruse his User Account during the payment of, all feesterm hereof in a manner and other charges associatedby such means as consistent with the applicable Service Plan, and consentedPlans whose benefits he is entitled to such fees and charges being calculated, billed, revised and adjusted accordingenjoy;

	(c) to the rules Supplier has established for that Service Plan (which, if not specified inUser having a complete end user copy of a Software product — the subscription documents, are availableright to install, store and use the respective Software copy during the term hereof on Supplier's website). The same applies, mutatis mutandis, where Customer permitsa device for which it is intended.

	Each of the above rights shall be exercised solely for the respective Party's own internal legitimate purposes and none of these rights shall be sublicensed, assigned, encumbered or causes itselfotherwise disposed of, save if and to be designated as the payor for someone else's subscription.extent otherwise permitted under section 22.1.

	 5.2.

	Service fees are usually calculated on	A User who enjoys the benefits of a per user per month basis (monthly amount per workspace member), and charged monthly or yearly — depending onService Plan in relation to which he is not the Subscriber shall, in the context of that Service Plan, be deemed to be a sub-licensee of the Subscriber. For the avoidance of doubt, the benefits of a Service Plan and other particularsdo not include the rights of a Workspace Owner. The rights and obligations attaching to the subscription.Owner's role cannot be sublicensed or delegated (but they are restrictedly-transferable).
	 5.3.

	Unless otherwise specifically agreed, the billing cycle	The Service is intended for any chargeable Service Plan commences onnormal end use, respecting the date whenrights, freedoms and legitimate interests of others, and may only be accessed through the subscription tointerfaces that plan takes effect, or, if the subscription includes a free trial period, on the first day following the trial.Supplier has provided or authorised therefor.
	 5.4.

	Payment for the Service	Where Documentation is due in advance byavailable concerning a particular Feature, the first day of each billing period, and mustFeature should be effected either by credit card, PayPal, or such other means as accepted by Supplier. Customer shall ensureused in accordance with that sufficient funds are available on the relevant account and acknowledges that late payment may result in the suspension of Service or termination of the Agreement.Documentation.
	 5.5.

	All payments for	Reproduction of the Service are handledSoftware by a third-party payment gateway.persons other than the Supplier is not responsibleonly allowed for the processingpurposes of Customer's paymentsSoftware installation and shall not be liablebackup, and only to the extent that such reproduction is necessary for any matterusing the Software in connection therewith.accordance with this Agreement.
	 5.6.

	Supplier may change	As between the fees, ratesParties, all Service-related Intellectual Property shall vest in, and is retained by, the billing cycle applicable to Customer's Service Plan upon a month's notice. If Customer doesSupplier. The User shall not agree with the respective change(s), its sole and exclusive remedy shall be to unsubscribe from the Service Plan in question. The fact of Customer remaining subscribed to the Service Plan afteracquire any such change(s) shall be deemed to constitute its consent to the respective change(s).
	 5.7.

	Customer acknowledges that Service fees are non-refundable. For instance:

	(a) if Customer unsubscribes from a Service Planright thereto or its Service Plan or subscription is modified or the Agreement is terminated or modifiedotherwise in connection with the middle of a billing period, no refund will be given to CustomerService, except for any payment relating to that billing period;

	(b) payments attributable to future billing periods will not be refunded, unless otherwise explicitly agreed.
	 5.8.

	Upon on an upgrade or a downgrade from one chargeable Service Plan to another the amounts that Customer has prepaid for the original Service Plan (i.e., the credit remaining on the relevant subscription) will be applied against the amounts payable for the new Service Plan. The same applies, mutatis mutandis, if Customer's subscription to a Service Plan is modified in a manner that necessitates an adjustmentlimited rights of the applicable fee(s).
	 5.9.

	Supplier's fees and rates are exclusive of value added tax, sales tax and other public burdens, save where Supplier has otherwise explicitly stated. Customer shall be solely responsible for all taxes, duties and burdens that may be levied on its purchase, import, or use of the Service.
	 5.10.

	All sums payable to Supplier hereunder shall be paidexpressly set forth in full, without deducting or allowing the deduction of any currency conversion, wire transfer, remittance or other charges relating to the payment (or any handling of the payment) thereof.this Agreement.

6. CUSTOMER'S UNDERTAKINGSERVICE

	 6.1.

	Customer must be a person (natural or legal) or an entity	The Supplier will use commercially reasonable efforts to provide the Subscriber with legal capacity.the benefit of all Features authorised under his Service Plan.
	 6.2.

	It is not Supplier's intention to solicit, induce or encourage any person not possessing active legal capacity to subscribe	The level of Service to which the Service or use same. ForCustomer is entitled (including the protectionnature, scope, availability, means of those whose active legal capacity is restricted, Supplier prohibits any such person from subscribing to, being subscribed to,accessing and from using, the Service. In caseproviding and other particulars of natural persons, full active legal capacity is usually acquired by becoming of legal age (the age of majority), which, pursuant to the law governing this Agreement, occurs when one attains 18 years of age. It is forSupplier's Software-related technical support services) may depend on the reasons notedService Plan chosen. The Documentation explains in more detail the preceding part of this sectioneffects that each natural-person Customer and any Representativethe selection of a non-natural-person Customer must represent to Supplier, and by his/her subscribing to the Service (or, respectively, by subscribing Customer to the Service) does so represent, that s/he is at least 18 years old and fully capable of entering into contracts. The same representation is deemed to be made each time that the Service is used and Customer acknowledges that Supplier reliesPlan can have on this representation being true throughout the term hereof.Service.
	 6.3.

	Customer must comply	Unless otherwise provided in the Documentation or specifically agreed between the Customer and shall cause each End Userthe Supplier: (a) the Customer may contact the Supplier for technical support at the email address specified in the definition of "Supplier" or by using such error reporting or customer feedback features as may be available via the Service; (b) the Supplier aims to comply with all laws, rulesrespond to support requests within 24 business hours and regulations applicableendeavours to their use of the Serviceresolve Software errors and their processing of User Data.Service defects within reasonable time but makes no commitment as to how quickly support will be provided or such matters will be resolved.
	 6.4.

	Customer warrants that it	The User acknowledges and agrees that:

	(a) the Service (i) has not been designed to meet his specific requirements, (ii) may from time to time suffer interruptions and be occasionally unavailable, (iii) has and will continue to have certain bugs and vulnerabilities, and (iv) should not usebe relied upon in inherently dangerous circumstances;

	(b) the Software, the Service for sending unsolicited communicationsand anything offered or for uploading, transmitting, delivering, running, possessing or storing harmful code, malwaredelivered as a part of, in conjunction with, or illegal content,by means of any Feature is provided on an "as is" and must ensure that no End User engages in"as available" basis;

	(c) his selection of a Service Plan and use of any such activity.of the Features are at his own risk, as are his exposure to, down- and uploading of, as well as transmission, receipt, storage, possession, disclosure and other handling of data, computer programs, software code or other items through or due to the Service.
	 6.5.

	Any User Data that conflicts	The Service may provide links, references or access to third-party websites, resources or services and the latter may provide the same with respect to the provisionsService. The Supplier is not responsible for the existence or qualities (including the availability, reliability and security) of this Agreement maysuch external sites, resources or services, does not endorse them and shall not be removed, disabled and/or destroyed by Supplier at its sole discretion.liable for any loss, damage, expenses or other undesirable consequences attributable thereto.
	 6.6.

	Without derogating from	The Supplier has no obligation to enhance, modify or replace any part of Customer's statutory obligations, Customer undertakes that it will not, and will not allow any End User tothe Service, or continue developing or releasing new versions thereof.
	 6.7.

	(a) interfere	The Supplier may: (a) discontinue the Service or cease providing the same to any Customer on a month's notice; (b) cease providing the Service to any User other than a Customer without notice; (c) suspend or restrict access to the Service for anyone whose payment hereunder is overdue more than 6 days or whose use of the Service conflicts with the proper functioningAgreement; (d) suspend, limit or terminate the availability of Features in relation to a Workspace whose properties do not conform to its then-current Service Plan (e.g., if there are more members in the Service;Workspace than the Service Plan allows) or replace that Service Plan with one to which the Workspace conforms; and (e) suspend performance under the Agreement in whole or in part with immediate effect if legally required to do so.

	(b) impose an unreasonable load on the Service or its infrastructure;7. PAYMENT

	(c) copy (except as expressly permitted herein), reproduce, translate, adapt, arrange or otherwise alter the Software or reproduce the results of any such activity;	 7.1.

	(d) decompile, disassemble	Anyone who orders a Service Plan or otherwise reverse engineerpermits or causes one to be ordered on his behalf is deemed to have agreed to and accepted liability for the Software;payment of all fees and charges associated with the Service Plan, and consented to the same being calculated, billed, revised and adjusted according to the rules that the Supplier has established therefor (as described in this Agreement and the Documentation). The same applies to anyone who permits or causes himself to be designated as a payer for a Service Plan (e.g., by allowing another User to specify him as such upon ordering a Service Plan) or otherwise assumes responsibility for incurring Service Plan related fees and charges.
	 7.2.

	(e) remove, alter, hide or obscure	Unless otherwise specifically agreed: (a) Service Plan subscription fees for any copyright notice, trademark or other proprietary rights notice embedded in, appearingbilling period will be determined on or otherwise pertaininga single Workspace, number of members in the Workspace and a monthly amount per Workspace member basis, i.e., for each Service Plan: a specified monthly amount per Workspace member multiplied by the number of members in the Workspace to which the Service Plan pertains multiplied by the number of months in the billing period applying to the Service Plan (e.g., if the monthly charge per Workspace member is $9, the Workspace has five members and the billing period is one year, then the subscription fee for that billing period will be $9*5*12=$540); (b) the billing cycle in relation to a Service Plan is either monthly or annual (as chosen upon subscription), starting on the day the Service Plan commences or, if a free trial period applies, on the day immediately following the trial; (c) payment for the Service Plan is due in advance by the first day of the Service;relevant billing period.
	 7.3.

	(f) create or attempt	Payments for a Service Plan shall be in the agreed currency, using a payment method acceptable to create any product or service that is substantially similar to, or performs the same or substantially similar functions as, orSuppler (which, unless otherwise competes withspecified in the Service, or purports to be created, provided or approved by Supplier.Documentation, includes credit card, PayPal and wire transfer).
	 7.4.

	The undertakings ofSupplier may vary the fees, rates and the billing cycle applicable to the Customer's Service Plan upon a month's notice. If the Customer set forth in this section 6.6does not agree with the respective change(s), his sole remedy shall also be deemed to have been made by anyone who uses, accesses,cancel the Agreement or attemptsthe Service Plan in question, with failure to do so signifying his agreement to use or access any part of the Service.change(s).
	 7.5.

7. REPRESENTATIVE'S UNDERTAKING	The Supplier's fees are non-refundable. For instance: (a) if the Agreement or a Service Plan is terminated or varied mid-billing period, the Customer will not be entitled to any refund (including any partial refund) as concerns that billing period; (b) payments attributable to future billing periods will not be refunded unless otherwise explicitly agreed.
	 7.6.

	 7.1.	Upon on an upgrade or a downgrade from one paid Service Plan to another the amounts that the Customer prepaid for the original Service Plan (i.e., the credit remaining on the relevant subscription) will be applied against the amounts payable for the new Service Plan.
	 7.7.

	Representative personally warrants to	The Supplier's fees and rates are exclusive of value added and sales taxes and other public dues (except for those based on the Supplier's income), save where the Supplier that:has otherwise explicitly stated. The User shall be solely responsible for all public dues that may be levied on his purchase, receipt, import, export, use or enjoyment of anything provided hereunder.
	 7.8.

	(a) Customer conforms	All sums owed to the description set forthSupplier must be paid in section 6.1;full, without deducting any currency conversion or payment-related charges.
	 7.9.

	(b) s/he	The User acknowledges that: (a) his payments are handled by third-party service providers; (b) the Supplier is not responsible for these parties or their services and has no liability as concerns payment processing; (c) late payment may result in the authoritysuspension of Service, restriction of access to act on Customer's behalf;certain or all of the Features or the termination of the Agreement.
	 7.10.

	(c) this Agreement is binding	The Supplier may, in its absolute discretion, charge interest on Customer.
	 7.2.overdue amounts at either 18% per annum or the relevant statutory rate, whichever it elects.

	Representative undertakes to Supplier, and the latter agrees, that if Customer does not conform to the description referenced in section 7.1 (a), or if this Agreement proves to be void due to Representative's lack or excess of authority, Representative shall, at Supplier's option (to be exercised by notice pursuant to this Agreement), be deemed to have entered into the Agreement on his/her own behalf (i.e., as Customer). For the avoidance of doubt, Supplier's exercise, or it not exercising, the aforesaid option shall not prejudice any other right or remedy available to Supplier under the Agreement or the applicable law.

8. USER ACCOUNT8. USER'S UNDERTAKINGS

	 8.1.

	Customer shall	The Customer must be fully responsible for the activity that occurs under its User Account, including all User Data processing and other acts performed througha person (natural or by means of such User Account, and must notify Supplier immediately of any breach of security relating tolegal) or unauthorised use of its User Account.an entity with legal capacity.
	 8.2.

	With respect to Customer's usernames, passwords	Upon opening a User Account, ordering a Service Plan, becoming a Workspace Owner, and authentication tokens,otherwise when transacting with the Parties have agreed that CustomerSupplier, the User shall be responsible for:

	(a) maintaining the confidentiality ofuse his true legal name and provide such usernames, passwordstrue and tokens;

	(b) all acts performedaccurate contact and other information as requested (the Supplier only asks for information that is warranted by the use of, and all consequences of use or misuse of, any such username, password or token.circumstances).
	 8.3.

	Supplier	The User must comply, and the Customer shall not be responsible for any loss, damage or other consequences that may result from any unauthorisedcause each Guest User to comply, with all legal requirements applicable to his use of Customer's User Account, username, password or authentication token.the Service, handling of Workspace Data and other activities hereunder (including export control provisions and requirements as to the processing of Personal Data).
	 8.4.

	Supplier has no obligation to monitor or access any	The User Account, but may do sowarrants that his User Data and, in cases where such action is reasonably justified (e.g.,the Customer's case, the User Data of Guest Users are lawful and acquired properly and that his data processing activities and, in order to prevent illegal or harmful activity, provide customer support, or perform its legal duties).the Customer's case, those of Guest Users are legal.
	 8.5.

	Supplier may, in its sole discretion, disable, close or restrict access to any	The User Accountfurther warrants that is used to infringe on any Intellectual Propertyhe will not use the Service for sending unsolicited communications or any proprietaryuploading, transmitting, delivering, running, controlling or personal right of any party.storing harmful code, malware or illegal content, and, in the Customer's case, that no Guest User will do so.
	 8.6

9. RIGHTS	If the Supplier reasonably believes that User Data or the User's data processing activities violate the law or otherwise conflict with the Agreement, it may, in its absolute discretion: (a) ask the User to take such action as the Supplier considers necessary for remedying the matter (which, where feasible and legally permitted, will be the preferred option); or (b) remove, disable, restrict access to, or delete the data concerned without being liable (neither to the User nor anyone else) for any loss, damage or other undesirable consequences resulting therefrom.
	 8.7

	Without prejudice to any of his statutory obligations, the User undertakes that he will not, and the Customer further undertakes that no Guest User will: (a) interfere with the proper functioning of the Service; (b) impose an unreasonable load on the Service or its infrastructure; (c) consume any resource or otherwise use any item hereunder in a manner or to an extent that prejudices another User's enjoyment of the Service; (d) reproduce the Software, except as expressly permitted herein; (e) translate, adapt, arrange or otherwise alter the Software or reproduce the results of any such activity; (f) distribute or redistribute, including sell, rent, lease, lend or otherwise make available, the Software (neither the original Software nor any copy thereof) or any other part of the Service; (g) decompile, disassemble or otherwise reverse engineer the Software; (h) remove, alter, hide or obscure any copyright notice, trademark or other proprietary rights notice embedded in, appearing on or otherwise pertaining to any part of the Service; (i) create or attempt to create any product or service that is substantially similar to, or performs the same or substantially similar functions as, or otherwise competes with any part of the Service, or purports to be created, provided or approved by the Supplier or its licensors; or (j) cause anyone else to do any of the foregoing.

9. REPRESENTATIVE'S UNDERTAKINGS

	 9.1.

	All Service-related Intellectual Property shall belong	The Representative personally warrants to Supplier. Customer shall not acquire any right thereto or interest therein or otherwise in connection with the Service, except forSupplier that: (a) his principal, upon becoming and while being a Customer, conforms to the limited rights of use expressly set forthdescription provided in section 8.1; (b) he is authorised to act on the User's behalf; and (c) the transactions he makes on the User's behalf, including, if applicable, this Agreement. All rights not expressly granted herein shall be deemed withheld.Agreement, are binding on the User.
	 9.2.

	Nothing in this Agreement or anyone's conduct hereunder shall be construed	The Representative agrees that if he opens a User Account for a principal who does not conform to create, or provide grounds for the creation of, any rightdescription of security or possession, ownership,section 8.1 or if any other real right (ius in re) in or fortransaction he makes on the benefit of Customer or any End User with respectUser's behalf proves to any item belongingbe void due to orhis lack of authority, he shall, if the Supplier in its absolute discretion so elects and respectively informs the possessionRepresentative, be deemed to have opened the User Account or, as applicable, entered into the transaction on his own behalf (i.e., in place of Supplier, unless Supplier has explicitly consented to the creation thereof.principal whom he represented or purported to represent).

10. DISCLAIMERSUSER ACCOUNT

	 10.1.

	Any warranty of Supplier not expressly stated herein	The Customer shall be deemed withheld. Supplier disclaims, tofully responsible for the fullest extent permittedactivity that occurs under the applicable law,his User Account, including all statutory warrantiesdata processing and courseother acts performed through or by means thereof, and must notify the Supplier promptly upon learning of performance, courseany security breach relating to or unauthorised use of dealing and usage related licensees' and users' expectations.his User Account.
	 10.2.

	Supplier (inter alia) makes no representation and gives no warranty with regard	It shall be the User's own responsibility to maintain the following:confidentiality of his usernames, passwords, access tokens and similar credentials.
	 10.3.

	(a) that the Service will meet Customer's	The Supplier has no obligation to monitor or End Users' requirementsaccess any User Account but may do so if reasonably warranted (e.g., to provide technical support, prevent illegal or expectations;harmful activity, perform its duties hereunder or comply with a legal obligation).
	 10.4.

	(b) that	The Supplier may, in its sole discretion, temporarily or permanently disable, close or restrict access to,to any User Account that is used for infringing on anyone's Intellectual Property or the operationproprietary or personal rights or use of,to perform any of the Service willacts mentioned in section 8.7, and shall not be uninterrupted, secureliable for any loss, damage or error-free;other undesirable consequences resulting therefrom.

	(c) that any defects in the Service will be corrected;11. WORKSPACE OWNER

	(d) that the Service or any means by which the Service is accessed or used is free of malware or other harmful components; or	 11.1.

	(e) with respect	Each Workspace must have an Owner, i.e., there must always be a Customer (Workspace Owner) who is ultimately responsible for the Workspace, and it is for the Customers participating in the Workspace (the members thereof) to any third-party software, service, information, infrastructure, resource,ensure that an Owner is designated and accepts the pertaining responsibility. Workspace members are jointly and severally liable for their Workspace having an Owner and the Owner being a real person (natural or any other third-party item.legal) who can be reached at the email and physical addresses specified in the Workspace as the Owner's details. In the case of sole-member Workspaces, i.e., where there is only one Customer to whose User Account the Workspace attaches, the responsibility and liability described in this section fall to the respective Customer.
	 11.2.

11. LIMITATION OF LIABILITY	The default Workspace Owner is the Customer who created the Workspace or on whose behalf the Workspace was created, but the identity of the Owner can be changed in Workspace settings, provided that the Customer to whom the role is to be assigned agrees to assume the same and the requirements of section 22.1 are complied with.
	 11.3.

	 11.1.	Should there be any doubt or dispute as to who created a given Workspace, on whose behalf it was created or who the Workspace Owner is, the Supplier is authorised to determine the same, with its respective determination binding on all parties concerned. For the avoidance of doubt, it is not the Supplier's duty to allocate responsibility or resolve disputes between Workspace members and the Supplier will use the above authority only as an ultimate measure in situations where the rights, freedoms, assets or legitimate interests of the Supplier or other parties (such as, e.g., Users, data subjects or Intellectual Property owners) are at risk or need to be defended, or where the exercise of such authority is necessary for the performance of the Agreement or to comply with a legal obligation to which the Supplier is subject.
	 11.4.

	Supplier	Where a Service Plan terminates due to it being replaced by another, so shall not be liable for any loss, damage, expensesthe Workspace Owner's rights and obligations as an Owner with respect to the related Workspace, and his role as a Workspace Owner is re-established in relation to the Supplier having issued the new Service Plan, i.e., the Owner's Agreement under subsection 2.1(c) is automatically replaced as per subsection 2.3(c), without the Service being deemed to have ceased or other harmful consequences resulting fromrecommenced by reason thereof. The same applies respectively upon the renewal or reissuance of a Service Plan.
	 11.5.

	(a) anyone's use	The Owner shall ensure that Workspace Data are lawful and acquired properly and that all data processing and other activities performed in, through or inability to useby means of the Service,Workspace are legal.

	(b) the properties of the Service,12. DATA RIGHTS

	(c) the need to procure, or the procurement of, substitute goods or services or any other substitute benefit for the Service or any information, asset or other benefit received, owned, controlled or otherwise enjoyed through the Service,	 12.1.

	(d) any message or	The User acknowledges that the rights he has and the control he can exercise in relation to Workspace Data, including the ability to access, process and dispose of the same, are commensurate with his role in the Workspace. There may be other communication received,Users in the Workspace, including but not limited to the Workspace Owner, whose status or any transaction entered into, throughprivileges permit them to enable, disable, limit, suspend or fromterminate, or whose decisions may otherwise affect, the Service,User's access to and his rights concerning Workspace Data. The same applies in relation to the Workspace itself, its sub-environments and the Features available in connection therewith. In case another User exercises such power or there is a disagreement concerning anyone's permissions or privileges in a Workspace or rights with respect to Workspace Data, it is a matter to be resolved between Users. The Supplier has no obligation to intervene, and usually does not intervene, in such disputes and in any event is not responsible for any User's decisions, acts or omissions in relation to, or which affect, another User.
	 12.2.

	(e) unauthorised access to,	As between the Parties, Workspace Data belong to the Workspace Owner and his instructions as to Workspace Data override those of any other User. The User acknowledges this and shall not hold the Supplier liable for any undesirable consequences that he or interruption, alteration, loss, corruption or deletion of, Customer's or any End User's transmissionsanyone else may suffer due to the Supplier's disposal or data,processing of User Data pursuant to the instructions of an Owner other than the User where those User Data form part of that Owner's Workspace Data.
	 12.3.

	(f) the statements	The User, whether an Owner or conduct of any person having access tonot, acknowledges and agrees that if a Workspace is closed (whomever by), then the Service,Supplier has no obligation to maintain or provide Workspace Data and may, unless legally prohibited, delete the same.

	(g) any other matter relating to the Service or any part thereof; REGARDLESS of whether such are suffered or incurred directly or indirectly or are immediate or consequential and whether arising in contract, tort or otherwise; PROVIDED, HOWEVER, that (α) this section shall not prevent claims for the compensation of direct patrimonial loss suffered by Customer due to Supplier's intentional or grossly negligent breach of this Agreement, or patrimonial loss resulting from Supplier's causing personal injury to, or the death of, Customer, AND that (β) the total cumulative liability of Supplier — hereunder and otherwise — shall in no event exceed the total amount of all fees and other charges (exclusive of value added and sales taxes) that Customer disbursed to Supplier for the Service during the 12 months immediately preceding that month in which the event giving rise to liability occurred.
	 11.2.13. PERSONAL DATA

	Neither Party shall be liable for breaching its obligations due to a circumstance it reasonably could not	Note on interpretation: the terms 'controller' and 'processor' have foreseen and which is beyond its control, such as, e.g., a force of nature, an act of a legislative or an executive authority, war, civil unrest, act of terror, strike, Internet failure or any other circumstance qualifying as force majeure under the applicable law —meanings assigned to them in the extent that the respective circumstance prevented or hindered the Party's performance. For the avoidance of doubt, the provisions of this section:GDPR.

	(a) are not intended to derogate from, or limit the application of, any statutory limitation or exclusion of liability;	 13.1.

	(b) shall not be construed	Each of the User and the Representative acknowledges that certain information relating to limithim is collected and otherwise processed by the amount of,Supplier or excuse Customerits nominees. Where such information constitutes Personal Data, the respective processing is subject to the Privacy Policy. The Privacy Policy lists a number of purposes for which the Supplier may process Personal Data. In the User's and the Representative's case, the processing is largely warranted by the Supplier's preparation and performance of contracts between itself and the User (notably, the Agreement and transactions related to the Agreement) and the need to comply with certain legal obligations to which the Supplier is subject (e.g., obligations arising from paying, any feelegislative or regulatory acts concerning taxation, accounting, financial reporting, prevention of terrorism or money laundering, or judicial or administrative process). However, the purposes of the processing may not be limited to the above. The Privacy Policy gives a more thorough account of the purposes for which the Supplier (as a 'controller') processes Personal Data and of other consideration owed hereunder.matters concerning such processing
	 13.2.

12. INDEMNIFICATION	The allocation of roles and responsibilities in the processing of Relevant Data is as follows: (a) the Workspace Owner is the 'controller' of these data; (b) the Supplier is the 'processor' thereof; (c) a Sub-processor is also a 'processor' of Relevant Data but one who acts under the Supplier's responsibility (and thus enjoys the protection mentioned in section 16.5); (d) any enquiry, request, objection, complaint or demand that the User as a Data Subject may have in connection with such processing (i.e., where the information processed relates to the User) should be addressed to, and resolved by, the Workspace Owner (with such assistance from the Supplier as may be necessary and appropriate in light of its role as the 'processor' of the respective information).
	 13.3.

	 12.1.	The DPA sets out further rights and obligations of the Workspace Owner and the Supplier in relation to the processing referenced in section 13.2.

	Customer shall defend, indemnify and hold harmless Supplier, its officers, directors, employees, contractors, agents and representatives from and against all claims made by, and all damages, liabilities, penalties, fines, costs and expenses payable to, any third party, which arise from Customer's or any End User's:14. CONTRIBUTIONS

	(a) breach of this Agreement;	 14.1.

	(b) use	With respect to any product of intellectual activity, including any object of Intellectual Property, that is submitted, contributed or otherwise knowingly made available for inclusion in the Service;Software or any other part of the Service, the Supplier shall be deemed to have been granted a non-exclusive, royalty-free, worldwide, perpetual (save as limited by law), irrevocable, freely transferable and fully sublicensable right to use, distribute, reproduce, modify, adapt, publish, translate, transmit, publicly perform, display and make available the same (in whole or in part) and to incorporate it into other items, including works and inventions, in any form or medium now known or hereafter developed. Anyone making such a contribution warrants to the Supplier that he is authorised to do so and that neither he nor any author of any item embedded in his contribution will seek any compensation or reimbursement in connection therewith

	(c) processing of User Data;15. DISCLAIMER OF WARRANTIES

	(d) contributions to the Service; or	 15.1.

	(e) infringement	Any warranty of any Intellectual Property or any proprietary or personal right.the Supplier not expressly stated herein shall be deemed withheld. The Supplier disclaims, to the maximum extent permitted by applicable law, all statutory and implied warranties and course of performance, course of dealing and usage related expectations with respect to the Service.
	 15.2.

13. DATA PROTECTION	Without prejudice to the generality of the foregoing, the Supplier in particular makes no representation and gives no warranty or guarantee: (a) that the Service is fit for any particular purpose, accurate, timely, of satisfactory quality, enjoyable, available regardless of, or in any specific, jurisdiction, or non-infringing of third-party rights; (b) that access to or the operation or use of the Service will be uninterrupted, secure or error-free; (c) that any error or defect in the Service will be corrected; (d) that the Service or any means by which it is accessed or used is free of malware or other harmful components; (e) with respect to any third-party item; or (f) to anyone who is not a Customer.
	 15.3.

	 13.1.	The Supplier's disclaimers in connection with the Service apply both to the Service as a whole and each component thereof.

	Customer and Representative acknowledge that Customer Details and certain other information about Customer and End Users is collected and processed through the Service. Supplier's use of this information is subject to its privacy policy, which is available at https://toggl.com/legal/privacy. Customer and Representative further acknowledge that by downloading, installing, using or accessing any part of the Service a data subject is deemed to have agreed to the collection and processing of such information about them, and in such manner, as set forth in Supplier's privacy policy, including to this information being transferred to, and processed in, such countries and by such parties as specified in the privacy policy.
	 13.2.16. LIMITATION OF LIABILITY

	Supplier is neither the controller nor the processor (neither "chief", "responsible", "authorised", nor any other processor) of User Data and has no obligation whatsoever in connection with such data or the processing thereof. User Data is processed either by Customer, End Users, or other users of the Service. Any enquiry, request, objection, complaint or claim that Customer or an End User may have in connection with User Data or any processing thereof should be addressed to the user in charge of the relevant workspace or other part of the User Environment (usually, the administrator thereof). Supplier is under no obligation to participate in user disputes or take any action in connection therewith.	 16.1.

14. MODIFICATION	To the extent not prohibited by applicable mandatory law, and subject to section 16.2:

	 14.1.	(a) the Service is provided "as is" and "as available", with all faults and defects; and, in any event

	Customer acknowledges that, from time	(b) the Supplier shall not be liable (under any theory of liability), neither to time, circumstances may arisethe User nor anyone else, for any undesirable consequences, including any loss or damage of whatever nature, whether foreseeable or not and even if advised of the danger thereof, that make it necessaryresult from (i) any installation, implementation, upgrade, downgrade, modification or desirablecustomisation of the Software not carried out by the Supplier, (ii) failure to modify certain provisionsuse a Feature in accordance with the Documentation, the Agreement or applicable law, (iii) using a Feature in conjunction with an item not provided or approved by the Supplier, (iv) using a third-party item in conjunction with a Feature not in accordance with the relevant third-party documentation or instructions, (v) not applying an available fix, patch, update, service pack or upgrade that would have avoided the harmful event, (vi) inherently dangerous application of this Agreement. Such circumstances include:any of the Features or anything else provided hereunder, (vii) any unauthorised accessing or use of a Customer's User Account or any Workspace, (viii) any unauthorised use of any User's credentials, (ix) any communication received or transaction entered into through or by means of the Service, (x) anyone's statements or conduct on any site, page or other medium forming part of the Service, or (xi) anything attributable to anyone other than the Supplier;

	(a) Supplier's modification	(c) where subsection (b) does not apply, the Supplier shall not be liable (under any theory of liability), neither to the User nor anyone else, for any loss of profit, business or opportunity, or any special, consequential, incidental, indirect, punitive or non-patrimonial loss or damages, whether foreseeable or not and even if advised of the danger thereof. The Supplier may only be held liable for the Service;User's direct financial loss;

	(b) a significant change	(d) the Supplier's total cumulative liability arising out of, related to, or in connection with this Agreement, the Service, the Documentation, the processing of Personal Data, or anything else, shall not exceed (i) the total financial consideration (exclusive of value added and sales taxes and other public dues) that the User paid to the Supplier in connection with the Service during the 12 months immediately preceding the month in which the liability event (i.e., the event/s or circumstance/s underlying the Supplier's legal environment;liability) occurred, or (ii) if the User had no obligation to make such payments during the period mentioned, then EUR 50 (fifty euros);

	(c) an order or a judgment being entered against or in favour	(e) this section is without prejudice to the exclusions and limitations of Supplier;liability that apply by operation of other provisions hereof.
	 16.2.

	(d) a significant corporate event, such as, e.g., Supplier's merger	Subsections 16.1(a) – 16.1(d) shall neither exclude nor limit mandatory liability for any: (a) wilful breach by the Supplier of any of its obligations; or acquisition,(b) death or its change of legal form;personal injury caused by a defective item produced by the Supplier (mandatory product liability)
	 16.3.

	(e) Supplier's transfer of the enterprise,	Neither Party shall be liable for breaching his obligations due to a circumstance that is beyond his control and which he reasonably could not have foreseen or avoided and which, or whose consequences, he reasonably cannot be expected to overcome, such as, for example, a partforce of the enterprise,nature, conduct of public authorities, war, civil unrest, act of terror, nontrivial cyberattack, failure of a third-party hosting, internet or utility service or any other circumstance qualifying as force majeure under applicable law — to whichthe extent that the respective circumstance prevented or hindered the Party's performance. For the avoidance of doubt, this Agreement pertains;section shall not limit the amount of, or excuse the User from paying, any fee or other sum that the User owes hereunder.
	 16.4.

	(f)	Nothing herein shall prevent the ambiguity, invalidity, voidabilitySupplier from invoking, or unenforceabilityotherwise prejudice the Supplier's recourse to, any statutory defence, remedy or exclusion or limitation of a provision herein;liability.
	 16.5.

	(g)	The protection afforded to the Supplier hereunder, and any other event whose occurrence instatutory protection that the Supplier may enjoy, extends to anyone who acts on the Supplier's reasonable judgment necessitates an amendment hereto.
	 14.2.behalf, exercises its rights or performs its duties or assists the Supplier in doing the same.

	Customer agrees that:17. INDEMNIFICATION

	(a) upon the occurrence of any of the circumstances referenced in the preceding section, Supplier shall be entitled to make such changes to the Agreement as it reasonably deems appropriate;	 17.1.

	(b) Supplier's ability to foresee an event or to prevent it from happening	The User shall not prejudicedefend, indemnify and hold harmless the Supplier, its rightofficers, directors, employees, contractors, agents and representatives from and against all claims made by and all damages, liabilities, penalties, fines, costs and expenses payable to amendany third party that arise from the Agreement under pointUser's or, if the User is a Customer, then his own or any Guest User's: (a) breach of this section;any obligation, representation or warranty hereunder; (b) misuse of any Feature; or (c) infringement of anyone's Intellectual Property or proprietary or personal rights.

	(c) Supplier may amend the Agreement by notifying Customer thereof, or by posting a revised version of the Agreement in the User Environment or on a website and providing Customer a link thereto;18. CHANGES

	(d) if the revised version of the Agreement includes an amendment that reduces Customer's rights or increases its responsibilities, then Supplier will provide Customer reasonable prior notice of such new version's entry into force.
	 14.3.	 18.1.

	Notwithstanding anything herein	The User acknowledges that, from time to time, circumstances may arise that make it necessary or desirable to vary certain provisions of this Agreement. Such circumstances include: (a) the contrary, Supplier reserves the rightSupplier's launch of a new service or a modification to modify the Service at any time for any reason, withService; (b) a significant change in the Supplier's operating environment; (c) an order or without notice. Unless otherwise expressly agreed,a judgment being entered against or in favour of the useSupplier; (d) a significant corporate event, such as, e.g., the Supplier's merger, acquisition or transformation; (e) the Supplier's transfer of any new features, versions, releases, updatesthe enterprise or other modifications that Supplier may make available in connection witha part of the Service shall be subjectenterprise to which the Agreement. Customer's continued use ofAgreement pertains; (f) the Service afterambiguity, invalidity, voidability or unenforceability of a provision herein; (g) any such modification shall be deemed to constitute its consent toother event whose occurrence or expected occurrence in the respective modification(s).Supplier's reasonable judgment necessitates an amendment hereto.
	 14.4.18.2.

	If Customer does not agree with Supplier's	The User agrees that: (a) upon any of the circumstances referenced in the preceding section the Supplier may make such changes (whether to the Agreement as it reasonably deems appropriate; (b) the Supplier may amend the Agreement as follows: (i) if the User is a Customer, then by providing him with the revised text of the Agreement or the Service), its sole and exclusive remedy shall be to cancelrevised part thereof or with a URL specifying a location where the same is available on the internet, or (ii) if the User is not a Customer, then by any of the means described in point (i) or by posting the revised text of the Agreement or the revised part thereof on such page of the Supplier's website as then used for publishing materials such as the Terms; (c) if he is a Customer and terminate its usethe revised version of the Service.Agreement substantially reduces his rights or increases his responsibilities, the Supplier will give him reasonable notice of such new version's entry into force.
	 18.3.

15. SUSPENSION	Notwithstanding anything herein to the contrary, the Supplier may modify the Service or any part thereof at any time and for any reason, with or without notice. Unless otherwise expressly agreed, the use of any new features, versions, releases, updates or other modifications that the Supplier may make available in connection with the Service shall be subject to the Agreement. The User's continued use of the Service after any such modification shall constitute his consent to the respective modification(s).
	 18.4.

	 15.1.	if the User does not agree with the Supplier's changes (whether to the Agreement or the Service), his sole remedy shall be to terminate the Agreement and stop using all Features.

	Supplier may discontinue providing the Service or any part thereof upon a month's notice, and may, with or without notice, suspend or restrict access to the Service for any Customer whose payment for the Service remains overdue for more than a week, or whose use of the Service conflicts with the provisions of this Agreement.
	 15.2.19. TERMINATION

	Supplier may suspend performance under the Agreement in whole or in part with immediate effect if it is required by law or a judicial or an administrative authority to refrain from performing its obligations hereunder.	 19.1.

16. TERMINATION	In this article, the term "Agreement" means the Agreement referenced in subsection 2.1(a) and words such as "herein", "hereto", "hereof" and "hereunder" refer to that Agreement, unless otherwise specified.
	 19.2.

	 16.1.	The Agreement between the Supplier and a Customer can only be terminated by closing the Customer's User Account. For the avoidance of doubt, where the Customer has more than one User Account, closing an account will only terminate the Agreement pertaining to that account.
	 19.3.

	This	The Agreement between the Supplier and a User other than a Customer can only be terminated by closing Customer'snotice to the other Party or, if giving notice to the User Account.is impracticable or would result in unreasonable delay or expense, then by the Supplier's ceasing all activities hereunder, except those which are necessary for providing the Service to another User, the protection or enforcement of the Supplier's or other parties' rights, freedoms or legitimate interests, the exercise of the Supplier's statutory rights or freedoms, or to comply with a legal obligation.
	 16.2.19.4.

	Either Party may	To close thehis User Account, the Customer must log in to the account, choose "close account" under "profile settings" and shall therebyconfirm that he wishes the account to be deemedclosed. However, it should be appreciated that Features (including the appearance, titles and location of menus, tabs, fields, buttons, icons and other objects displayed on the Service) are subject to have cancelledchange, meaning that the Agreement, provided that:steps required of the Customer to close his User Account may vary from time to time. The Supplier will endeavour to keep this procedure as straightforward as possible and will update the Documentation if any changes are made thereto. If the Customer has difficulties closing his User Account, he should contact the Supplier and follow its instructions.
	 19.5.

	(a)	Either Party may close the Customer's User Account and shall by so doing be deemed to have terminated the Agreement (which, in the civil law context, means 'cancellation', not 'withdrawal'), effective upon the closure of the account, provided that: (a) if the User Account is closed by the Supplier, the Customer must be given at least a month's notice thereof (unless section 16.419.6 or 20.5 applies or the User Account is closed at the Customer's request); and (b) where the User Account is closed by a Party entitled to withdraw from the Agreement, such Party has failed to notify the other that by closing the User Account he is exercising his right to withdraw (which notice must be served prior to or concurrently with closing the User Account and shall result in the Agreement being deemed to have been terminated by withdrawal).
	 19.6.

	(b) if the User Account is closed by	Upon a Party who is entitled to withdraw from the Agreement,Party's material breach of Agreement the respectiveother Party has failed to notifymay terminate the other that its closure of the User Account isAgreement forthwith. Without prejudice to be construedany statutory provision as to what constitutes a withdrawal (which notice mustmaterial breach, such a breach hereof shall be served prior to,deemed to have occurred if a Party, having breached any of his principal obligations hereunder or concurrently with, closingunder the User Account and shall resultAgreement referenced in subsection 2.1(b), fails to discontinue or remedy such breach within 14 days (or, where exceptional circumstances render this period unreasonably short, such longer time as reasonably required) after notice from the Agreement being deemedother Party specifying the breach and requiring it to have been terminated by withdrawal).be discontinued or remedied.
	 16.3.19.7.

	In order for Customer to close	Any termination hereof will terminate all Agreements that the User Account,may have under subsection 2.1(b), except that, if the User is a Customer must log on towith more than one User Account, the termination will not affect his Agreements under subsection 2.1(b) in relation to Service and follow the instructions provided there (or, should such be unavailable, notify Supplier thereof and followPlans whose benefits he is entitled to enjoy by reason of a User Account other than the latter's instructions).one being closed.
	 16.4.19.8.

	Upon	The termination of a Party's material breach of this Agreement the other Party may terminateService Plan terminates the related Agreement forthwith. Each of the following shall constitute a material breach of Agreement by the respective Party:under subsection 2.1(b).
	 19.9.

	(a) a Party having breached any	The Agreement under subsection 2.1(c) will only terminate as described in subsection 2.3(c) (with automatic re-establishment of its principal obligations hereunder fails to discontinuecontract) or remedy such breach within 30 days after notice fromupon the other Party specifying the breachrelevant Workspace being closed, and requiring itis incapable of being terminated otherwise. Instructions on how to be discontinued or remedied;close a Workspace are provided in the Documentation.

	(b) any act, omission, event or circumstance considered under the applicable law to be a Party’s material breach of this Agreement.
	 16.5.20. CONSUMER WITHDRAWAL

	A Customer who enters into	Notes on the application of this Agreement as a "consumer" (as determined underarticle: (a) the applicable law, but generally — a natural person not transacting withinprovisions of this article only apply if and to the scopeextent that the forfeiture of his/her business or professional activities) may withdraw from the Agreement within 14 daysright of having become a party hereto. Notwithstanding anything herein towithdrawal under article 4 (i.e., the contrary, any consumer who withdrawsconsumer's forfeiture of his right to withdraw from the Agreement pursuantand Service Plans) proves to be void; (b) insofar as permitted by law, the preceding sentenceapplication of this article is entitled to a full refund of all fees and other charges s/he has paidsubject to the Subscriber having notified the Supplier hereunder, provided, however,as per section 3.1 that s/he also returnshe wishes to Supplier, or reasonably compensates Supplier foruse the value of, everything s/he has received hereunder.
	 16.6.Service as a consumer; (c) if a provision of this article applies and conflicts with another provision located elsewhere in the Agreement, it prevails over that other provision.

	Customer understands and agrees that upon any termination of this Agreement:	 20.1.

	(a) all rights that Customer has been granted hereunder	If the Subscriber is a consumer and acted as such upon acquiring a Service Plan, he may withdraw from the Service Plan within 14 days without giving any reason. The withdrawal period will terminate;expire after 14 days from the commencement of the Service Plan (which, if the Service Plan is subject to a free trial period, coincides with the commencement of the trial). To meet the withdrawal deadline, it is sufficient for the Subscriber to send his communication concerning his exercise of the right of withdrawal before the withdrawal period has expired.
	 20.2.

	(b) Customer	To exercise the right of withdrawal, the Subscriber must cease all activities authorisedinform the Supplier (i.e., the Toggl entity having issued the Service Plan concerned) of his decision to withdraw from the Service Plan by an unequivocal statement (e.g., a letter sent by post or email to the appropriate address specified under the definition of "Supplier"). The Subscriber may use the Agreement;following model withdrawal form, but it is not obligatory:

	(c) all amounts owed to Supplier hereunder become due;	To Toggl OÜ, Tartu mnt. 25, Tallinn, 10117, Estonia, support@toggl.com [or] To Toggl Inc, Suite 403-A, 1013 Centre Road, Wilmington, DE 19805, USA, support@toggl.com [choose the appropriate entity and delete the brackets along with their contents]

	(d) all User Data	I hereby give notice that I withdraw from my contract for the provision of the following service: my Service Plan titled "[replace these brackets and other information associatedtheir contents with the User Account may be deleted, or may become inaccessible to Customer;name of the Service Plan]", ordered on [replace these brackets and their contents with the date of the order].

	(e) Customer will receive no refund, exchange or other compensation for any unused time or credit on a subscription, for any licence or subscription fee, any data associated	Name of consumer: [replace these brackets and their contents with any User Account, or for anything else;the Subscriber's name]

	(f) all its Software-related obligations hereunder shall survive until Customer has fully removed all Software from its devices, systems	Address of consumer: [replace these brackets and storage media.their contents with the Subscriber's postal address if the withdrawal notice is sent by post or the Subscriber's email address if the notice is sent by email]

17. LAW	Signature of consumer (only if this notice is on paper): [delete these brackets along with their contents; if the withdrawal notice is on paper, the Subscriber's signature must be placed here]

	 17.1.	Date: [replace these brackets and their contents with the date of the withdrawal notice]
	 20.3.

	This Agreement and all matters relating to	If the Subscriber's withdrawal from a Service Plan would result in the relevant Workspace being left with no Service Plan, the Workspace must be closed. In such a case, the Subscriber's statement under section 20.2 shall be governedaccompanied by Estonian law. The United Nations Conventionhis closing the respective Workspace (instructions on Contracts forhow to do that are provided in the International Sale of Goods does not applyDocumentation). Should the Subscriber fail to close the Workspace as required under this section, it may be closed by the Supplier (in its absolute discretion and without any ofnotice), and the foregoing.Supplier shall not be liable (neither to the Subscriber nor anyone else) for any loss, damage or other undesirable consequences resulting therefrom
	 20.4.

18. JURISDICTION	If the Subscriber's withdrawal from a Service Plan would result in there being no Service Plan associated with the Subscriber's User Account, the statement under section 20.2 shall be accompanied by the Subscriber's closing his User Account as described in section 19.4. In such a case, the Agreement referenced in subsection 2.1(a) will terminate along with the Service Plan.
	 20.5.

	 18.1.	Where section 20.4 applies and the Subscriber fails to close his User Account as required under that section, the Supplier may, in its absolute discretion, close the Subscriber's User Account in his stead and shall by so doing be deemed to have terminated the Agreement referenced in subsection 2.1(a). No notice of User Account closure or Agreement termination shall be required in such a case and the Supplier shall not be liable (neither to the Subscriber nor anyone else) for any loss, damage or other undesirable consequences that may result from such closure or termination.
	 20.6.

	Any dispute arising	If the Subscriber withdraws from or otherwise concerning this Agreement (including disputes concerninga Service Plan, the formation or validity hereof), or relatingSupplier shall reimburse to him all payments received from the Service, shall be settled by arbitration bySubscriber for that Service Plan (less the Arbitration Courtamount referenced in section 20.7), including, if applicable, the costs of delivery (with the Estonian Chamberexception of Commerce and Industry in Tallinn (the "Arbitration Court"), with arbitration to be conducted in accordance with the then-current rulessupplementary costs resulting from the Subscriber's choice of a type of delivery other than the Arbitration Court. Each Party,least expensive type of standard delivery offered by the Supplier), without undue delay and anyone who uses, accesses or attempts to use or accessin any partevent not later than 14 days from the day on which the Supplier is informed of the Service, hereby irrevocably submitsSubscriber's decision to withdraw from the said jurisdiction and waivesService Plan. The reimbursement will be effected by the same means of payment as the Subscriber used for the initial transaction, unless the Subscriber has expressly agreed otherwise. In any and all objections they may have thereto.event, the Subscriber will not incur any fees as a result of such reimbursement.
	 18.2.20.7.

	Any decision (order, judgment or other)	The Subscriber acknowledges and agrees that by reason of his requests under article 4 (causing the Arbitration Court may deliver in a Parties' dispute or in connection withSupplier's performance of the Agreement to commence immediately and the benefits of Service Plans to become available during the withdrawal period) the reimbursement under section 20.6 will be reduced by an amount proportionate to what has been provided under the Service Plan until the Subscriber's withdrawal therefrom (as compared to the full coverage of the Service Plan). The amount of the reduction shall be enforceable in all jurisdictions.determined based on the total price of the Service Plan, i.e., the price charged for the whole relevant billing period.

19. NOTICE21. EFFECTS OF TERMINATION

	 19.1.21.1.

	Customer	The User understands and agrees that upon any termination of this Agreement: (a) all his rights hereunder will terminate and he must cease all activities authorised by the Agreement; (b) all amounts that the Supplier may provide noticeis entitled to Customer by posting it onbe paid hereunder become due, except sums that already are; (c) in case the Servicetermination concerns the Agreement referenced in subsection 2.1(a), all his User Data and other information associated with his User Account and the Workspaces pertaining to, or by sending itin which he participates through, that account may be deleted or become unavailable to the email addresshim; (d) insofar as relevant hereto, he will receive no refund or other compensation for any unused time or credit on a subscription, for any licence or subscription fee, any data associated with Customer'sany User Account.Account or Workspace, or for anything else; (e) all his Software-related obligations hereunder will survive until he fully and permanently removes all Software from his systems, devices, storage media and repositories; (f) the preceding subsection applies respectively in relation to any item that forms part of the Service and which the User retains after the termination hereof.
	 19.2.21.2.

	All notices, requests, enquiries, complaints and other communications	Those provisions of the Agreement that Customer wisheseither by express language or reasonable construction are intended to addresssurvive its termination (such as, e.g., provisions concerning Service-related Intellectual Property, contributions to Supplier shouldthe Service, disclaimers, limitation of liability, indemnities, choice of law and jurisdiction) shall so survive and will be sent to the email or postal address specified in section 1.1 under the term "Supplier" (or such other address or email address as Supplier may have provided to Customer for this purpose).enforceable notwithstanding any termination hereof.

20. MISCELLANEOUS22. ASSIGNMENT, OTHER DISPOSALS

	 20.1.	With regard to assignment, sublicensing and other disposals, the Parties have agreed that:

	 22.1.

	The User shall not, without the Supplier's prior explicit consent, sublicense, assign, encumber or otherwise dispose of any of his rights or obligations hereunder, except that the User may, without seeking the Supplier's consent: (a) dispose of his financial claims, i.e., claims whose sole object is the payment of money to the User; (b) assign this Agreement, i.e., all his rights and obligations hereunder, or cause the same to be transferred, as part of the User's general succession (including merger, acquisition and transformation), division, transfer of the enterprise (or a substantial, coherent part of the enterprise) to which the Agreement pertains or divestiture of all or substantially all of his assets as a whole, provided, however, that (i) where the User is a Customer, his Agreement under subsection 2.1(a) cannot be transferred without the User Account it governs (that Agreement and the related User Account are inseparable) and his Agreements under subsections 2.1(b) and 2.1(c) are only transferable to another Customer participating in the Workspace concerned with user privileges permitting that other Customer to assume the relevant role (Subscriber, Owner or the transferor's peer), and (ii) in the case of Agreements under subsections 2.1(a) and 2.1(b), the domiciles of all relevant parties are such that if the Agreement, instead of it being transferred, were made anew between the Supplier and the transferee, the identity of the Supplier, as determined under article 2, would be the same as in the original Agreement; (c) where the User is a Subscriber, permit other Users to enjoy the Features available under his Service Plan as sub-licensees, but only such of these Features and solely in such manner and to such extent as necessary for the exercise of those other Users' rights hereunder; and (d) where the User is a Workspace Owner, assign that role, i.e., his Agreement under subsection 2.1(c), to another Customer participating in the Workspace concerned with user privileges permitting that other Customer to assume the Owner's role;
	 22.2.

	The Supplier may: (a) sublicense, assign, encumber and otherwise dispose of any and all of its rights hereunder; and (b) assign this Agreement, i.e., all its rights and obligations hereunder, or cause the same to be transferred: (i) to its parent, any of its wholly- or majority-owned subsidiaries or a wholly- or majority-owned subsidiary of its parent; or (ii) to another entity specified in the definition of "Supplier"; or (iii) as part of the Supplier's general succession (including merger, acquisition and transformation), division, transfer of the enterprise (or a substantial, coherent part of the enterprise) to which the Agreement pertains or divestiture of all or substantially all of its assets as a whole; or (iv) due to the Supplier ceasing to hold rights in the Software or the Service;
	 22.3.

	Where a Party's consent is required, it shall not be unreasonably withheld or delayed.

23. NOTICES

	 23.1.

	The Supplier may give notice to the User: (a) through a Feature, e.g., by posting the notice on a web page that forms part of the Service or using a messaging feature of a locally installed Software application; (b) by email to the address associated with his User Account; or (c) by mail or courier to the address provided for that User under Workspace Owner's details.
	 23.2.

	All notices, requests, enquiries, complaints and other communications to the Supplier should be sent to the appropriate email or postal address specified under the definition of "Supplier".
	 23.3.

	A notice shall be deemed to have been received: (a) the same day if given through a Feature; (b) the next day if given by email; or (c) in the case of a notice sent by mail or courier, and providing that delivery charges have been paid, five days after posting or the courier taking charge of the notice.

24. LAW, JURISDICTION

	 24.1.

	The law applicable to the Agreement and the Parties' relations, the venue for resolving disputes and the forum competent to hear such disputes depend on the identity of the Supplier, i.e., which of the entities specified under the definition of "Supplier" the User contracted with (as determined under article 2).
	 24.2.

	Where the Agreement is between the User and Toggl OÜ:

	(a) the Agreement, the Parties' relations and all matters concerning the Service shall be governed by Estonian law, without the United Nations Convention on Contracts for the International Sale of Goods applying to any of the foregoing;

	(b) all disputes arising from or otherwise concerning the Agreement or the Service (including disputes concerning the formation or validity hereof) shall be resolved by arbitration as follows: (i) the matter shall be arbitrated by the Arbitration Court of the Estonian Chamber of Commerce and Industry (ACECCI); (ii) the proceedings shall be conducted in accordance with the ACECCI's then-current arbitration rules; (iii) the seat of arbitration shall be Tallinn, Estonia; and (iv) any decision (order, judgment or other) that the ACECCI may deliver in such a dispute shall be enforceable in all jurisdictions. Each Party hereby irrevocably submits to the ACECCI's jurisdiction and waives any and all objections it may have thereto;

	(c) if the above agreement as respects arbitration proves to be void or unenforceable, all disputes to which it was intended to apply shall be subject to the exclusive jurisdiction of Estonian courts, with Harju County Court in Tallinn as the court of first instance (save where the relevant rules of procedure provide for the mandatory jurisdiction of another Estonian court, in which event the latter shall apply).
	 24.3.

	Where the Agreement is between the User and Toggl Inc:

	(a) the Agreement, the Parties' relations and all matters concerning the Service shall be governed by the laws of the State of Delaware and the applicable U.S. federal law, without the United Nations Convention on Contracts for the International Sale of Goods applying to any of the foregoing;

	(b) all disputes arising from or otherwise concerning the Agreement or the Service (including disputes concerning the formation or validity hereof) shall be subject to the exclusive jurisdiction of the appropriate courts in the State of Delaware (i.e., either the United States District Court for the District of Delaware or the Delaware state court having jurisdiction over the matter);

	(c) each Party hereby waives any right to jury trial in connection with any proceeding in any way arising out of or related to the Agreement or the Service;

	(d) in the above disputes and proceedings, the prevailing party will be entitled to recover its reasonable costs and attorneys' fees.
	 24.4.

	The above provisions notwithstanding, the Supplier may, in its absolute discretion, assert and seek protection of its intellectual property and rights concerning confidential information or data processing in any forum anywhere in the world (including by way of injunction and other preventive measures).

25. MISCELLANEOUS

	 25.1.

	If any provision of the Agreement proves to be void by reason of it violating mandatory law, and unless the Supplier in its absolute discretion otherwise elects (in which event the following shall not apply), such provision shall be deemed to have been amended to one which is valid, achieves the purpose of the original provision as nearly as possible and maximally preserves the balance of obligations between those affected (i.e., the balance originally intended). The amendment shall be effective as of the moment when the original provision became void.

DATA PROCESSING ANNEX

1. OBJECT

	 1.1

	This DPA is between the Supplier and the Workspace Owner and forms part of the Agreement referenced in subsections 2.1(c) and 2.3(c) of the Terms.
	 1.2

	The purpose of the DPA is to supplement the Terms as respects the processing of Relevant Data. The DPA does not concern any other data or the processing thereof. The Supplier's obligations under this DPA must be viewed accordingly, i.e., as only relating to the processing of Relevant Data and not applying in any other context.

2. ROLES

	 2.1

	The purposes of processing Relevant Data are determined by the Workspace Owner or by the Owner jointly with other members of the Workspace (or jointly with certain of such members or a particular member). As between the Parties, these purposes are determined by the Owner.
	 2.2

	Consequently, and in line with the role allocation specified under section 13.2 of the Terms, the Parties acknowledge and agree that with regard to the processing of Relevant Data: (a) the Workspace Owner is the 'controller' and the Supplier is the 'processor'; (b) the Supplier will, pursuant to article 6 below, authorise third parties identified in the Sub-processor List to perform certain processing operations under its responsibility (such parties being 'processors', too); (c) the Supplier and Sub-processors process these data on the Workspace Owner's behalf and on his instructions.
	 2.3

	As part of his obligations under section 11.5 of the Terms, the Owner shall be responsible for the accuracy, quality and legality of Relevant Data, the means by which the same are acquired and the instructions he provides as to the processing thereof.

3. DETAILS OF PROCESSING

	 3.1

	The Supplier will process Relevant Data only as necessary to carry out the Owner's instructions or as required by law to which the Supplier or the processing is subject (which includes any judicial, arbitral, administrative or otherwise mandatory order or judgment made, recognised or enforceable under that law).
	 3.2

	The Workspace Owner hereby instructs the Supplier to process Relevant Data: (a) as necessary in connection with the Service, which, particularly but without limitation, includes any processing that is (i) requested or initiated by Users in their use of the relevant Workspace or Features in connection with that Workspace, or (ii) otherwise required for the Supplier's performance of its obligations in relation to the Workspace or its users; and (b) for as long as the purposes described in subsection (a) warrant such processing.
	 3.3

	For the avoidance of doubt, section 3.2: (a) sets out the Owner's current instructions as to the processing of Relevant Data; (b) does not prevent the Owner from giving further instructions (which shall be reasonable, lawful and documented) or the Supplier from processing Relevant Data as may be necessary in light of such further instructions; (c) does not restrict the Supplier from processing Relevant Data for as long as legally required (e.g., to comply with the GDPR or legal acts concerning taxation, accounting, financial reporting or counter-terrorism or -money laundering) and, if so required (but only to the extent required), exceeding the duration of processing warranted by the Owner's instructions. The Owner thus acknowledges and agrees that each operation that the Supplier performs on Relevant Data will continue until the Supplier is no longer legally obliged to perform the same.
	 3.4

	The operations that the Supplier performs on Relevant Data will include storage and such other operations as appropriate in light of this article 3 (e.g., retrieval, transmission, erasure, restriction and disclosure pursuant to the Owner's instructions or as required by law).

4. RELEVANT DATA

	Personal Data whose processing is permitted4.1

	The types of Personal Data that a User (including the Owner) is allowed to process as part of Workspace Data are limited to those which the User is legally permitted to process. The Owner undertakes that Workspace Data will not include, and neither he nor any other User who accesses the Workspace (including any such Guest User) will use the Service for the processing of, Personal Data whose processing is legally prohibited.

	Personal Data whose processing is restricted4.2

	The Owner acknowledges that the processing of certain types of Personal Data is restricted or limited under the GDPR and that non-compliance with the relevant restrictions or limitations may result in substantial penalties, including fines, being imposed on, or other punitive, remedial or compensatory measures being taken against, the Owner, the Supplier and the User involved in the processing (if different from the Owner).
	 4.3

	Consequently, the Owner undertakes that, absent the Supplier's prior explicit consent, Workspace Data will not include, and neither he nor any other User who accesses the Workspace (including any such Guest User) will use the Service for the processing of, Personal Data that fall within either of the following categories: (a) 'special categories of personal data' (also known as 'sensitive information') as described for the time being in Article 9 of the GDPR, including particularly but without limitation genetic data, biometric data and data concerning health; (b) 'personal data relating to criminal convictions and offences or related security measures' as described for the time being in Article 10 of the GDPR.

5. DATA SUBJECTS

	 5.1

	The Owner will determine who the Data Subjects are, or he may determine this jointly with other members of the Workspace (or jointly with certain members or a particular member thereof). As between the Parties, the Owner shall be deemed to have determined the same.
	 5.2

	The categories of Data Subjects include but may not be limited to: (a) Users having access to the Workspace, including such Guest Users; (b) Users who interact with the Features applied via the Workspace; (c) employees, contractors, consultants, associates and agents of (i) the Owner, (ii) the Subscriber of, or payer for, the Service Plan pertaining to the Workspace, or (iii) the Users mentioned in the preceding subsections; and (d) parties with whom the Owner or the above Subscriber, payer or User does business or has other relations.

6. SUB-PROCESSORS

	 6.1

	The Owner agrees that persons and entities on the Sub-processor List may be retained as Sub-processors (and authorises the Supplier to engage them), provided that each Sub-processor, insofar as relevant considering the processing operations it performs, assumes or is made subject to data protection obligations substantially similar to those set forth in this DPA (but in any event no less protective of Relevant Data than the DPA). These obligations may be either contractual or apply by operation of law. In the former case, the respective contract shall be in writing (which includes electronic form) or shall at least be made in a manner that identifies the parties and allows repeated reproduction of its terms.
	 6.2

	The Owner instructs that if sub-processing of Relevant Data is to be carried out by an international organisation or in a country not participating in the European Economic Area (EEA) and not being the Swiss Confederation, then the sub-processing be performed: (a) by an organisation or in a jurisdiction (respectively) that ensures an adequate level of protection for the Relevant Data concerned, i.e., that the transfer of these data from the EEA be based on an 'adequacy decision' as per the GDPR; or, absent an adequacy decision (b) subject to such safeguards and other conditions as required under the GDPR; save if and to the extent that the requirement for an adequacy decision or safeguards has been legally derogated from. The transfer of Relevant Data from the EEA in compliance with the above instruction to a party identified in the Sub-processor List requires no further instruction by the Owner.
	 6.3

	At least 10 days before authorising a third party not mentioned in the Sub-processor List to act as a Sub-processor the Supplier shall inform the Owner of the new engagement by: (a) updating the Sub-processor List accordingly, i.e., at least 10 days before the engagement takes effect; and (b) if the Owner has subscribed to receive notice of such updates (which he can do by emailing the Supplier either at the address specified under the definition of "Supplier" or such other address as may be provided for this purpose in the Sub-processor List), then notifying him by email to the address specified upon subscription or the address submitted to the Supplier as part of Workspace Owner's details.
	 6.4

	The Owner may reasonably object to the new sub-processor engagement by providing the Supplier notice to that effect (setting out his grounds for the objection) within 10 days of having been informed as per section 6.3. In case the Owner does so object, the Supplier will endeavour to provide him a commercially reasonable alternative not involving the processing the Owner objected to. Such an alternative may, e.g., consist in a modification to the Service or a change of Service Plan. If the Supplier is unable to provide the Owner with an alternative acceptable to him or (in its sole discretion) concludes that no alternative is feasible and respectively informs the Owner, and the objection is not withdrawn, then the relevant Workspace shall be closed.
	 6.5

	If the Owner does not object to the new sub-processor engagement in accordance with section 6.4, he shall be deemed to have authorised the engagement.
	 6.6

	The Supplier shall be liable to the Owner for the acts and omissions of Sub-processors to the same extent that the Supplier would itself be liable under the Agreement were it to commit those acts or omissions.

7. SECURITY

	 7.1

	The Supplier will maintain adequate technical and organisational measures to ensure such level of security in its processing of Relevant Data as appropriate in the given circumstances. Certain of these measures have been described in the Data Protection Policy.
	 7.2

	The purpose of the above measures is to address in an appropriate manner: (a) the protection of Relevant Data against unauthorised or unlawful processing and against accidental loss, alteration or destruction; (b) the integrity and confidentiality of Relevant Data; (c) the availability and resilience of the Features pertinent to the processing of Relevant Data (to the extent such Features are authorised under the Service Plan the Owner enjoys); (d) the ability to restore the availability and access to Relevant Data in a timely manner after a Service failure; (e) the effectiveness of the means employed by the Supplier for ensuring the required level of security in its processing of Relevant Data.
	 7.3

	The Supplier further undertakes to: (a) ensure that the persons it authorises to process Relevant Data commit themselves to confidentiality (or will be under an appropriate statutory obligation of confidentiality) with respect to these data; and (b) notify the Owner without undue delay upon learning of any Personal Data breach that involves Relevant Data and may need to be communicated to the competent supervisory authority or the Data Subject(s) concerned.

8. SUPPLIER'S ASSISTANCE

	Data Subject's requests

	 8.1

	The Owner acknowledges that it is his duty, not the Supplier's, to accept, respond to, and resolve Data Subjects' requests for exercising their rights and freedoms as data subjects in connection with Relevant Data ('data subject rights'), and facilitate the exercise of these rights and freedoms. If any such request is addressed directly to the Supplier, it will, to the extent legally permitted, redirect the request to the Owner without undue delay.
	 8.2

	Upon the Workspace Owner's request, and considering the nature of the Supplier's processing operations hereunder, the Supplier will, insofar as possible, take appropriate technical and organisational measures to reasonably assist the Owner in complying with his obligation to respond to Data Subjects' requests for exercising the following of their data subject rights under the GDPR: the right of access, right to rectification, right to erasure, right to restriction of processing, right to data portability, right to object, and the right not to be subject to automated individual decision-making.

	Other compliance8.3

	Considering the nature of the Supplier's processing operations and the information available to it, the Supplier will, on the Owner's request, reasonably assist the Owner in complying with the following of his controller obligations regarding the processing of Relevant Data (as arising under the GDPR), provided, and to the extent, these obligations apply to the Owner and the information he requires is not otherwise available to him: (a) using the Service in a manner compatible with the Owner's obligation to ensure an appropriate level of security in his processing of Relevant Data; (b) notifying breaches of Relevant Data to the appropriate supervisory authority and the Data Subjects concerned and documenting these breaches; (c) conducting a data protection impact assessment concerning the processing of Relevant Data by means of the Service, and, where necessary, carrying out a review to assess whether processing is performed in accordance with the impact assessment; and (d) consulting with the relevant supervisory authority on matters related to the above data protection impact assessment or its subject.

	Costs of assistance8.4

	To the extent legally permitted, the Owner shall incur all costs and expenses that may arise in connection with the assistance described in this article 8, including any fees associated with the provision of additional Features.

9. RETURN AND DELETION OF DATA

	 9.1

	After the completion of services relating to the processing of Workspace Data (i.e., upon permanent cessation of all Service in relation to the Workspace), the Supplier will: (a) at the Owner's choice, either delete or return to him all Relevant Data then stored by the Supplier; and (b) delete copies of these Relevant Data, save if and to the extent the law requires that the data concerned be retained; provided that: (α) if the Owner elects to have the data returned, his respective request is made reasonably prior to the Workspace being closed (see section 12.3 of the Terms); and (β) if Relevant Data reasonably cannot be deleted, returned or retained separately from other Workspace Data (as is likely to be the case with at least some Relevant Data), the Supplier will, as applicable, delete or return, and, if required, retain, the entire body of Workspace Data then stored by the Supplier, with no obligation to organise, structure or otherwise process the same to separate Relevant Data therefrom or distinguish between Relevant Data and other Workspace Data.

10. DEMONSTRATION OF COMPLIANCE

	 10.1

	The Supplier shall maintain records sufficient to demonstrate its compliance with the DPA, and will retain these records as long as legally required.
	 10.2

	Upon the Workspace Owner's request and subject to such confidentiality and non-use commitments as the Supplier reasonably may suggest, the Supplier shall, no more than once a year: (a) make available to the Owner such of the above records as necessary, and any other information that reasonably may be required, to demonstrate the Supplier's compliance with its obligations under the DPA; and (b) if the provision of records and other information as per the preceding subsection is not sufficient for demonstrating the Supplier's compliance, allow the Owner (or his independent third-party auditor), upon reasonable notice and at a mutually agreeable time, to conduct an audit or inspection of the Supplier's practices in processing Relevant Data.
	 10.3

	Any audit or inspection under subsection 10.2(b) shall be limited to what is necessary for verifying the Supplier's compliance with its obligations under this DPA, is to be conducted in a manner not unreasonably disruptive to the Supplier's and Sub-processors' business, and shall be at the Owner's expense (including as to reasonable costs and expenses of the Supplier and Sub-processors, which the Owner undertakes to reimburse).

	If any provision of this Agreement violates any mandatory rule of the applicable law and proves to be void as a result thereof, such provision shall, for those specific circumstances and only in that particular respect in which it is void, be deemed to have been amended so as to comply with the law. Any such amendment shall be confined to the minimum necessary to make the provision valid and shall retain as much of its original ambit and meaning as possible.	 Last	Last revised: November 30, 2015May 25th 2018

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