TERMS OF SERVICE

These Terms of Service (the "Terms") are an agreement between Seven Gems LLC ("Setsail," "we," "us," or "our") and the business that creates a Setsail account (the "Customer" or "you"). They govern your use of the Setsail employee lifecycle management platform, including onboarding and offboarding workflows, IT asset tracking, and integrations with Microsoft 365, Datto RMM and Autotask PSA (together, the "Service"). How we handle personal data is described in our Privacy Policy, and our Data Processing Agreement ("DPA") forms part of these Terms. By accepting these Terms during sign-up, or by using the Service, you agree to them on behalf of the business you represent and confirm you have authority to do so.

1. ACCOUNTS AND ADMINISTRATORS

• Business use only: The Service is provided to businesses, not to consumers. Every application is reviewed by our team before an account is created, and we may decline any application.
• Administrators: You designate at least one administrator, who manages users, roles, integrations and settings for your account. You are responsible for everything done by your administrators and the users they invite.
• Sign-in: Access is through single sign-on (such as Microsoft Entra ID) or, where we enable it for a specific user, a passwordless email link. Setsail does not issue or store passwords. You must keep your identity-provider accounts secure and tell us promptly at ahoy@setsail.today if you suspect unauthorised access.
• Accurate information: You must give accurate company and administrator details and keep them up to date.

2. MSP AND DIRECT CUSTOMERS

2.1 Managed service providers

If you are a managed service provider ("MSP"), you may use the Service to manage the employee lifecycle and IT assets of your own clients ("Client Organizations"). You are responsible for having the agreements, authority and instructions from each Client Organization that you need to use the Service on its behalf, for the data you bring in about it, and for your Client Organizations' users that you grant access. Nothing in these Terms creates a contract between Setsail and your Client Organizations.

2.2 Direct customers

If you use the Service for your own organization (a "Direct Customer"), you manage your own employees, devices and integrations, and these Terms apply to you directly.

3. ACCEPTABLE USE

You agree not to, and not to allow anyone else to:

• use the Service in breach of any law, or to process data you have no right to process;
• access, or attempt to access, another customer's data, or probe, scan or test the vulnerability of the Service without our written permission;
• interfere with or disrupt the Service, including by overloading it or circumventing rate limits or access controls;
• upload malicious code or use the Service to send unsolicited communications;
• reverse engineer, copy, resell or sublicense the Service, except as these Terms allow or as MSPs are permitted under section 2.1;
• use the Service to build a competing product.

4. CUSTOMER DATA

• Ownership: As between you and Setsail, you own all data that you or your users submit to the Service or that the Service retrieves from your connected systems ("Customer Data").
• Our use: We use Customer Data only to provide, secure and support the Service and as described in the DPA. We do not sell Customer Data.
• Your responsibilities: You are responsible for the lawfulness of Customer Data, for giving any notices and obtaining any consents your employees or Client Organizations require, and for the configuration of your integrations.
• Third-party services: When you connect Microsoft 365, Datto RMM, Autotask PSA or another service, you instruct us to exchange data with it. That service is provided by its own vendor under its own terms, and we are not responsible for it.

5. SUBSCRIPTIONS, PLANS AND FEES

• Plans: The Service is offered in the plans shown on our Pricing page or in an order agreed with us. Fees are charged per user per month unless an order says otherwise.
• Payment: You agree to pay the fees for your plan. Fees are exclusive of taxes, which you are responsible for, other than taxes on our income.
• Changes to fees: We may change fees for a future billing period by giving you notice in advance. Changes do not apply to a period you have already paid for.
• Late payment: If fees are overdue, we may suspend the Service after giving you notice and a reasonable opportunity to pay.

6. SUSPENSION AND TERMINATION

• By you: You may stop using the Service and close your account at any time by contacting ahoy@setsail.today.
• Suspension: We may suspend access, in whole or in part, if needed to prevent harm to the Service or other customers, to respond to a security incident, or because of a material breach of these Terms. We will tell you and restore access once the issue is resolved.
• Termination for breach: Either party may terminate if the other materially breaches these Terms and does not cure the breach within a reasonable period after written notice.
• Effect: On termination your right to use the Service ends. Customer Data is returned or deleted as described in the DPA and our Privacy Policy. Sections that by their nature should survive termination (including sections 4, 7 to 11 and 13) survive.

7. INTELLECTUAL PROPERTY

Setsail and its licensors own the Service, including its software, design and documentation, and all improvements to it. Subject to these Terms, we grant you a non-exclusive, non-transferable right to use the Service for your internal business purposes (and, for MSPs, to serve your Client Organizations) during your subscription. If you send us feedback, we may use it without obligation to you.

8. CONFIDENTIALITY

Each party will keep the other's non-public business, technical and financial information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or must be disclosed by law (in which case the receiving party will give notice where legally permitted). Customer Data is also protected by the DPA.

9. WARRANTIES AND DISCLAIMER

We will provide the Service with reasonable skill and care. Except as expressly stated in these Terms, the Service is provided "as is" and "as available," and to the fullest extent permitted by law we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that actions performed in connected third-party systems will always complete as intended. You remain responsible for reviewing the results of onboarding and offboarding actions in your own systems.

10. LIMITATION OF LIABILITY

To the fullest extent permitted by law, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, arising out of these Terms, even if advised of the possibility.

Each party's total liability arising out of these Terms is limited to the fees paid or payable by you for the Service in the twelve months before the event giving rise to the claim. These limits do not apply to your payment obligations, a party's indemnity obligations, or liability that cannot be limited by law.

11. INDEMNITY

• By Setsail: We will defend you against third-party claims alleging that the Service, as provided by us, infringes that third party's intellectual property rights, and pay the resulting damages finally awarded or agreed in settlement.
• By you: You will defend Setsail against third-party claims arising from Customer Data, your use of the Service in breach of these Terms or the law, or (for MSPs) your relationship with your Client Organizations, and pay the resulting damages finally awarded or agreed in settlement.
• Process: The party seeking defence must notify the other promptly, give it control of the defence and settlement, and provide reasonable cooperation.

12. CHANGES TO THESE TERMS

We may update these Terms from time to time. We will post the updated Terms on this page and update the "Last updated" date, and for material changes we will give your administrators notice in advance. If you continue to use the Service after a change takes effect, the updated Terms apply.

13. GOVERNING LAW

These Terms are governed by the laws of the State of [JURISDICTION TO BE CONFIRMED], without regard to its conflict-of-laws rules. Nothing in this section limits rights you have under mandatory law that cannot be excluded by agreement.

14. GENERAL

These Terms, the DPA and any order you agree with us are the entire agreement between the parties about the Service. If any provision is unenforceable, the rest remains in effect. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all of its business. A failure to enforce a provision is not a waiver.

15. CONTACT

Questions about these Terms can be sent to ahoy@setsail.today. Privacy questions can be sent to privacy@setsail.today.