Terms and Conditions

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Last updated Mar 12^th 2024

Please read these terms and conditions carefully before using Our Software.

INTERPRETATION AND DEFINITIONS

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions.

The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

DEFINITIONS

For the purposes of these Terms and Conditions:

“Affiliate” means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

“Company” (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Unifize Inc., 124 Broadkill Rd #499, Milton, DE 19968.

“Authorized Users” means any Customer employee, contractor or agent, or any other person authorized by Customer to access and use the Software through Customer's account under the Terms.

“Content” refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.

“Country” refers to: United States

“Definitive Agreement” means the Agreement signed between the Company and You establishing the legal relationship between the parties.

“Feedback” means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Software.

“Software” refers to the Website/Application/Platform of the Company.

“Subscriptions” refer to the services or access to the Software offered on a subscription basis by the Company to You.

“Free Trial” refers to a limited period of time that may be free when purchasing a Subscription.

“Terms and Conditions” (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Software.

“Third-party Social Media Service” means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available on the Software.

“Website” refers to Unifize, accessible from https://www.unifize.com

“You”/“Customer” means the individual accessing or using the Software, or the company, or other legal entity on behalf of which such individual is accessing or using the Software, as applicable.

ACKNOWLEDGEMENT

These are the Terms and Conditions governing the use of this Software that operates between You and the Company. You may further be required to enter into an agreement with the Company (“Definitive Agreement”). These Terms and Conditions when read with the Definitive Agreement set out the rights and obligations of all users regarding the use of the Software.

Your access to and use of the Software is conditioned on Your acceptance of and compliance with the Definitive Agreement and these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Software.

By accessing or using the Software, You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Software.

Your access to and use of the Software is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. By using our Software, You consent to the collection, processing, and storage of certain information which may deemed to personal information or sensitive personal information for the purpose of providing and improving the Software, communicating with end-users, addressing support requests, and ensuring compliance with these Terms and Conditions and the Definitive Agreements. The Company employs industry-standard security measures to protect user data and may integrate with third-party services, with users encouraged to review the privacy policies of such services. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Software and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Software.

SUBSCRIPTIONS

Subscription Period

The Software or some parts of the Software are available only with a paid Subscription. Subject to the compliance with the Definitive Agreement and the Terms and Conditions set forth herein, the Company may grant You a non-exclusive, non-transferable, revocable license to access and use the Company’s Software. This license is solely for your internal business purposes and it does not grant any rights to sublicense, assign, transfer, resell, distribute, or commercially exploit the Software. Any deviation from the usage of the Software shall be permitted only if it agreed to in writing.

You will be billed on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.

Scope of Use

The license granted herein permits You to utilize and link the Software on Your websites and related platforms, solely for the purpose of achieving their intended business goals as facilitated by the Company. Any use beyond the scope specified herein requires express written consent from the Company.

Subscription Cancellations

The cancellation / termination of the Subscription shall be subject to the Definitive Agreement between You and the Company. You may cancel / terminate Your Subscription / Subscription renewal either through Your Account settings page or by contacting the Company. In case of any default of the Definitive Agreement or these Terms and Conditions, either party may serve a notice and provide a 30 (thirty) days cure period. The failure to rectify the default or breach shall grant the counterparty the right to terminate / cancel the usage of the Software with immediate effect. On termination / cancellation, the Company would also provide You any data You have uploaded to the platform in a readable format. Upon termination / cancellation, the Company shall retain the right to restrict access to the instances of the Software and You may be required to cease the use of all the features and instances on the licensed Software.

At the Company's discretion, you will receive a refund for the fees You already paid for Your current Subscription period on a pro rata basis.

Reservation of Rights

The Company reserves all rights not expressly granted in this license. No additional rights or licenses are granted by implication, estoppel, or otherwise.

Compliance

You hereby agree to use the Software in compliance with all applicable laws and regulations in Your jurisdiction. Any use of the Software in violation of the Definitive Agreement or the Terms and Conditions set forth herein shall result in the immediate termination of this license.

Billing

You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.

Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Fee Changes

The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.

The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.

Your continued use of the Software after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.

Free Trial

The Company may, at its sole discretion, offer a Subscription with a Free trial for a limited period of time.

You may be required to enter Your billing information in order to sign up for the Free trial.

If You do enter Your billing information when signing up for a Free Trial, You will not be charged by the Company until the Free trial has expired. On the last day of the Free Trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.

At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free trial offer.

USER RESPONSIBILITIES

Proper Use

You shall use the Software in a manner consistent with all applicable laws and regulations. This includes refraining from engaging in any activity that could compromise the security, integrity, or availability of the Software;
You shall not, directly or indirectly, engage in any of the following activities:

a. Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Software; b. Modify, adapt, translate, or create derivative works based on the Software; and c. Remove, alter, or obscure any proprietary notices, labels, or marks from the Software.

You agree to abide by all the terms and conditions specified in these Terms of Use, as well as the Definitive Agreement. Failure to comply with may result in the termination of the Your access to the Software.
You shall not authorize or permit any third party to use the Software on Your behalf unless explicitly authorized by the Company in writing.
You hereby agree to not to upload, transmit, or share any content through the Software and that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable. The Company reserves the right to remove any such content without notice.
In the event of an investigation by the Company or regulatory authorities regarding Your use of the Software, You hereby agrees to cooperate fully and provide any necessary information.

CONTENT

Your Right to Post Content

Our Software allows You to post Content. You are responsible for the Content that You post on the Software, including its legality, reliability, and appropriateness.

Individuals authorized by the Customer to access the Software (an “Authorized User”) may submit content or information on to the Software, such as messages or files (“Customer Data”), and Customer may exclusively provide Us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Software, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign account access permissions, share conversation data with certain authorized users using privacy set

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Software does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Software and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is law

Content restrictions

The Company is not responsible for the content of the Software's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under Your account, whether done so by You or any third person using Your account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

Unlawful or promoting unlawful activity.
Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
Impersonating any person or entity including the Company and its employees or representatives.
Violating the privacy of any third person.

False information and features.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with these Terms and Conditions, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Software if You post such objectionable Content.

As the Company cannot control all content posted by users and/or third parties on the Software, you agree to use the Software at Your own risk. You understand that by using the Software You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

Content Backups

Although regular backups of Content are performed, the Company do not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Software.

INTELLECTUAL PROPERTY

Intellectual Property

The Software and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors including but not limited to copyrights, trademarks, trade secrets, patents, and any other proprietary rights.

The Software is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

Subject to compliance with the Definitive Agreement and the terms and conditions elaborated herein, the Company grants You a non-exclusive, non-transferable, revocable license to access and use the Software. This license is limited to the duration of the Definitive Agreement with the Company. The license does not transfer any ownership or intellectual property rights to You, the user. The license granted is limited, revocable and is to be used solely for the agreed purposes of using the Software.

Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Software infringes a copyright or other intellectual property infringement of any person. Any third-party content provided on the Software and is the intellectual property of the respective third-party owners and is protected by applicable intellectual property laws.

If any of the users are the owner of any intellectual property including any copyright, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Software, You must submit Your notice in writing to the attention of our copyright agent via email at dmca@unifize.com and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright. You are expressly prohibited from using, copying, reproducing, modifying, distributing, or creating derivative works from the Software.

DMCA notice AND DMCA procedure for copyright infringement claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.

A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.

Identification of the URL or other specific location on the Software where the material that You claim is infringing is located.

Your address, telephone number, and email address.

A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our copyright agent via email at dmca@unifize.com.

Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Software.

Developed Intellectual Property

The Company maintains full ownership of the intellectual property and retains all rights, including moral rights, over the intellectual property and derivative works developed using the Software. By using the Software, you grant an irrevocable license, free from any encumbrances and without charging any amounts. You agree to waive the right to make any claims or approach any courts or forums to assert ownership over the developed intellectual property.

YOUR FEEDBACK TO US

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction.

LINKS TO OTHER WEBSITES

Our Software may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

TERMINATION

We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach the Definitive Agreement or any oif these Terms and Conditions.

Upon termination, the Company reserves the right to limit access to the Software, instances associated with the Software or restrict complete access to the Software.

LIMITATION OF LIABILITY

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Software or 100 USD if You haven't purchased anything through the Software.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Software, third-party software and/or third-party hardware used with the Software, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

"AS IS" AND "AS AVAILABLE" DISCLAIMER

The Software is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Software, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Software will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Software, or the information, content, and materials or products included thereon; (ii) that the Software will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Software; or (iv) that the Software, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

GOVERNING LAW

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Software. Your use of the Application may also be subject to other local, state, national, or international laws.

DISPUTES RESOLUTION

If You have any concern or dispute about the Software, You agree to first try to resolve the dispute informally by contacting the Company.

FOR EUROPEAN UNION (EU) USERS

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Federal Government End Use Provisions

If You are a U.S. federal government end user, our Software is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101.

UNITED STATES LEGAL COMPLIANCE

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

SEVERABILITY AND WAIVER

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Indemnity
You agree to indemnify and hold the Company, its officers, directors, employees, and agents, harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses, including legal fees and expenses arising out of or in connection with any breach of the Definitive Agreement and/or these Terms and Conditions, Your use of the Software, or the infringement of any intellectual property rights. This indemnity shall extend to any third-party claims, actions, or demands, and it is expressly acknowledged that the Company has the right to select legal counsel of its choice for defense.
Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Software.

You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms and Conditions at any time. If a revision is material, We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Software after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Software.

CONTACT US

If you have any questions about these Terms and Conditions, You can contact us:

By email: tandc@unifize.com

By visiting this page on our website: https://www.unifize.com/contact

These Terms and Conditions read in consonance with the Definitive Agreement governs your use of the Software that was created by Unifize Inc.

WHAT INFORMATION DOES THE SOFTWARE OBTAIN AND HOW IS IT USED?

User Provided Information

The Software obtains the information you provide when you download and register the Software. However, please keep in mind that you may not be able to use some of the features offered by the Software unless you register with us.

When you register with us and use the Software, you generally provide (a) your name, email address, display name, password and other registration information; (c) information you provide us when you contact us for help and; (e) information you enter into our system when using the Software.

We may also use the information you provided us to contact you from time to time to provide you with important information, required notices and marketing promotions.

Automatically Collected Information

In addition, the Software may collect certain information automatically, including, but not limited to, the type of mobile device you use, your mobile devices unique device ID, your mobile operating system, the type of mobile Internet browsers you use, and information about the way you use the Software.

DOES THE SOFTWARE COLLECT PRECISE REAL TIME LOCATION INFORMATION OF THE DEVICE?

The Software does not collect precise information about the location of your mobile device.

Do third parties see and/or have access to information obtained by the Software?

Only aggregated, anonymized data is periodically transmitted to external services to help us improve the Software and our service. We will share your information with third parties only in the ways that are described in this privacy statement.

We may disclose User Provided and Automatically Collected Information:

as required by law, such as to comply with a subpoena, or similar legal process;

when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request;

with our trusted services providers who work on our behalf, do not have an independent use of the information we disclose to them, and have agreed to adhere to the rules set forth in this privacy statement.

if Unifize Inc. is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice on our website of any change in ownership or uses of this information, as well as any choices you may have regarding this information.

DATA RETENTION POLICY, MANAGING YOUR INFORMATION

We will retain User Provided data for as long as you use the Software and for a reasonable time thereafter. We will retain Automatically Collected information for up to 24 months and thereafter may store it in aggregate. Please note that some or all of the User Provided Data may be required in order for the Software to function properly.

SECURITY

We are concerned about safeguarding the confidentiality of your information. We provide physical, electronic, and procedural safeguards to protect information we process and maintain. For example, we limit access to this information to authorized employees and contractors who need to know that information in order to operate, develop or improve our Software. Please be aware that, although we endeavor provide reasonable security for information we process and maintain, no security system can prevent all potential security breaches.

YOUR CONSENT

By using the Software, you are consenting to our processing of your information as set forth in this Privacy Policy now and as amended by us. “Processing,” means using cookies on a computer/hand held device or using or touching information in any way, including, but not limited to, collecting, storing, deleting, using, combining and disclosing information, all of which activities will take place in the United States.

CONTACT US

If you have any questions regarding privacy while using the Software, or have questions about our practices, please contact us via email at contact@unifize.com.

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