Terms and Conditions

Last Modified: October 11, 2024

These Terms and Conditions (these “Terms”) govern your use of our Services. These Terms are a binding contract by and between Unify AI Business Corporation, a Delaware corporation with offices located at 360 Pine Street, Suite 500, San Francisco, CA 94104 (“Unify,” “we,” “us” and “our”) and you or the entity on whose behalf you are accepting these Terms (“Customer,” “you” and “your”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms incorporates the terms and conditions of Unify’s Privacy Policy, as may be updated and amended from time to time. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms. 

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

You represent and warrant that you are an individual of legal age to form a binding contract. If you are accepting these on behalf of an organization or entity, you hereby represent and warrant that you are duly authorized by the entity on whose behalf you accepts these Terms to so accept these Terms and bind the entity to these Terms on the entity’s behalf (in which case, the references to “Customer,” “you” and “your” in these Terms, except for in this paragraph, refer to that organization or entity). 

You and Unify may each be referred to herein as a “Party” and collectively as the “Parties.” The Parties agree as follows:

1. Definitions.some text
   1. “Applicable Laws” means all applicable U.S. and foreign federal, state, or local statutes, laws, rules and regulations including, without limitation, the Telephone Consumer Protection Act of 1991, the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003, the California Online Privacy Protection Act of 2003, the California Consumer Privacy Act as amended by the California Privacy Rights Act of 2003, the General Data Protection Regulation (Regulation (EU) 2016/679) and the EU Directive 2002/58/EC, in each case, as updated, amended or replaced from time to time, and all other applicable statutes, laws, rules and regulations with respect to the collection, use and disclosure of data from or about end users and/or specific devices or otherwise relating to relating to privacy, protection of intellectual property and proprietary rights and/or marketing.
   2. “Authorized User” means Customer’s employees, consultants, contractors and agents: (i) who are authorized by Customer to access and use the Services under these Terms; and (ii) for whom access to the Services has been purchased from Unify through the Ordering Process.
   3. “Client-Side Software” means any Unify software in source or object code form that Unify expressly makes available to Customer for use in connection with the Services. For clarity, Client-Side Software shall include, without limitation, any pixel tag or snippet that Unify makes available to Customer for use in connection with the Services.
   4. “Customer Data” means data that is submitted, posted or otherwise transmitted to Unify or the Services by or on behalf of Customer or an Authorized User, including all data and content made available through Customer’s or an Authorized User’s email account accessed in connection with the Services; provided that, for purposes of clarity, Customer Data as defined herein does not include Service Data.
   5. “Documentation” means Unify’s end user documentation relating to the Platform, if any.
   6. “Harmful Code” means any software, hardware or other technology, device, or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby.
   7. “CRM Data” means any Service Data that Unify expressly and unambiguously agrees may be synced with and added to Customer’s customer relationship management systems.
   8. “Ordering Process” means Unify’s online self-service ordering and onboarding process.
   9. “Personal Data” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located, including, without limitation, all data considered “personal information”, “personally identifiable information” or something similar under Applicable Laws relating to data privacy.
   10. “Platform” means Unify’s proprietary hosted software platform, as made available to Authorized Users from time to time.
   11. “Service Data” means data and information made available to Customer or an Authorized User in connection with the Services, including data and information provided in response to queries, prompts or inputs of Customer Data as well as Third Party Product Data. 
   12. “Services” means Unify’s website(s), applications, products and/or services that are provided by Unify to Customer, including without limitation, the Platform, the Client-Side Software and the Third Party Products.
   13. “Subscription Term” means the time period identified through the Ordering Process during which Customer’s Authorized Users may access and use the Services.
   14. “Third Party Products” means any third-party application programming interfaces, services, products or data provided with, integrated with or incorporated into the Services, including, without limitation, through integrations or connectors that are provided by Unify. 
   15. “Third Party Product Data” means any data (including Personal Data), reports, text, images, sound, video, code, insights or other content made available through or in connection with Third Party Products.
   16. “Third Party Product Identifiers” means any logos, company names, domain names or other third party trademarks made available through or in connection with Third Party Products.
   17. “Unify IP” means the Platform, the Client-Side Software, the Documentation and any and all intellectual property provided or made available to Customer or any Authorized User in connection with the Services. For the avoidance of doubt, Unify IP includes Service Data and any information, data or other content derived from Unify’s provision of the Services but does not include Customer Data.
   18. “Updates” means upgrades, patches, enhancements or fixes for the Services that Unify provides to its customers generally without additional charge.
   19. “Usage Limitations” means the usage limitations set forth in these Terms and in connection with the Ordering Process, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed-upon by the Parties.
2. Access and Use. some text
   1. Provision of Access. Subject to and conditioned on Customer’s compliance with the terms and conditions of these Terms, including, without limitation, the Usage Limitations and any limitations and restrictions set forth herein or identified to Customer through the Services or Ordering Process, Customer may, solely through its Authorized Users, access and use the Services (including the Platform) and Service Data during the Subscription Term on a non-exclusive, non-transferable and non-sublicensable basis. Such use is limited to Customer’s internal business purposes and the use cases, features and functionalities specified during the Ordering Process. The foregoing includes a limited license for Customer to install and use the Client-Side Software solely in connection with Customer’s authorized use of the Services. Customer shall implement such integrations and customizations as may be reasonably required to enable Customer to make use of the Platform and Client-Side Software, in accordance with the instructions provided by Unify, which may include the placement of certain code, pixels, cookies, links or scripts provided by Unify on online properties owned or operated by Customer. If Customer’s or any Authorized User’s use of the Services is prohibited by Applicable Laws, then Customer and/or such Authorized User is not authorized to access or use the Services. Unify cannot and will not be responsible for use of the Services in a way that breaches Applicable Laws. 
   2. Account Creation. Each Authorized User must have its own unique account on the Platform and Authorized Users may not share their account credentials with one another or with any third party. Unify may use technological means to place reasonable use limits to prohibit excessive use of the Services, including, without limitation, excessive downloads or screen views that indicate a violation of these Terms, such as sharing with third parties or attempting to circumvent the use limitations herein. Customer and each Authorized User shall provide Unify with accurate, complete and updated registration information. Neither Customer nor any Authorized User shall: (i) select as their account credentials any names or information that Customer or such Authorized User does not have the right to use; (ii) use another person’s name or information with the intent to impersonate that person; (iii) share their account credentials or any other access tools with anyone else; or (iv) transfer an account for access to the Services to anyone else without Unify’s prior written permission. 
   3. Documentation License. Subject to and conditioned on Customer’s compliance with the terms and conditions of these Terms, Unify hereby grants to Customer a non-exclusive, non-transferable and non-sublicensable license to use the Documentation during the Subscription Term solely for Customer’s internal business purposes in connection with its use of the Platform.
   4. Service Updates. From time to time, Unify may provide Updates, and such Updates will become part of the Services and subject to these Terms; provided, that Unify shall have no obligation under these Terms or otherwise to provide any such Updates. Customer understands that Unify may make suspend, restrict or discontinue any part of, or otherwise make improvements and modifications to, the Services at any time in its sole discretion. Unify also reserves the right to remove any Service Data from the Services at any time, for any reason, in Unify’s sole discretion. 
   5. Communications. As part of the Services, you may receive communications through the Services, including messages that Unify sends you (for example, via email or SMS). By signing up for the Services and providing us with your wireless number, you confirm that you want Unify to send you information regarding your account or transactions with us and other information that we think may be of interest to you, which may include Unify using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Unify, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Unify. You agree to indemnify and hold Unify harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.
   6. Use Restrictions. References to “Services” in this Section 2.6 shall be deemed to include Service Data (including all CRM Data). Neither Customer nor any Authorized User shall use the Services for any purposes beyond the scope of the access expressly granted in these Terms. Customer represents, warrants and agrees that neither Customer nor any Authorized User shall at any time, directly or indirectly: (i) copy, modify, translate or create derivative works of the Services, whether in whole or in part, or otherwise incorporate any portion of the Services into Customer’s or any Authorized User’s products or services (except, with respect to CRM Data, as expressly permitted in these Terms); (ii) rent, lease, reproduce, outsource, lend, sell, license, sublicense, assign, distribute, publish, transfer or otherwise make available the Services or Documentation to any third party or act as a service bureau with respect thereto; (iii) use the Services for the benefit of any third party; (iv) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component or source code of the Services, in whole or in part, or any other trade secrets of Unify or any provider of Third Party Products; (v) export, remove or alter any trademark, logo, copyright or other proprietary notices associated with or made available through the Services; (vi) use the Services in any manner or for any purpose that is dangerous, harmful, defamatory, obscene, libelous, fraudulent, deceptive, threatening, harassing or otherwise objectionable, or that otherwise infringes, misappropriates or violates any intellectual property right or other right of any person; (vii) use the Services in any manner or for any purpose that violates Applicable Laws or is otherwise not reasonably intended by Unify; (viii) access or use the Services (or any component thereof, including the Unify IP) for purposes of competitive or benchmarking analysis of Unify or the Services, the development, provision or use of any software or database derived from the Services or any competing service or product, or any other purpose that is to Unify’s or Unify’s licensors’ detriment or commercial disadvantage; (ix) override, circumvent, bypass or breach any security device, feature, control, use limit or protection within the Platform or attempt to do any of the foregoing or otherwise jeopardize the security of any account credentials; (x) permit any access to or use of the Platform by anyone other than an Authorized User accessing the Platform through the use of valid access credentials; (xi) transmit spam through the Services, “crawl,” “scrape,” or “spider” any page, data or portion of the Services or Service Data, or otherwise interfere with or disrupt the integrity or performance of the Services; (xii) input, upload, transmit or otherwise provide to or through the Platform any information or material, including, without limitation, any Customer Data, that is unlawful or injurious or that infringes or otherwise violates any third party’s intellectual property or other rights, or that contains, transmits or activates any Harmful Code; (xiii) use the Services to determine a consumer’s eligibility for credit or insurance for personal, family or household purposes, employment, a government license or benefit, or any other purpose governed by the Fair Credit Reporting Act; or (xiv) use any Unify IP for any activity where use or failure of the Unify IP could lead to death, personal injury or environmental damage, including, without limitation, for life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control. A violation of any of the foregoing is grounds for termination of Customer’s and/or Authorized User’s right to use or access the Services.
   7. Reservation of Rights. Unify reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants to Customer or any third party, by implication, waiver, estoppel or otherwise, any intellectual property rights or other right, title or interest in or to the Unify IP.
   8. Suspension. Notwithstanding anything to the contrary in these Terms, Unify may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Unify reasonably determines that (a) there is a threat posed to or attack on any of the Unify IP; (b) Customer’s or any Authorized User’s use of the Unify IP disrupts or poses a security risk to the Unify IP or to any other customer or vendor of Unify; (c) Customer, or any Authorized User, is using the Unify IP for fraudulent or illegal activities; (d) subject to Applicable Laws, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (e) Unify’s provision of the Services to Customer or any Authorized User is prohibited by Applicable Laws; or (f) any Customer Data submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services may infringe or otherwise violate any third party’s intellectual property or other rights or Applicable Laws; (ii) any vendor of Unify has suspended or terminated Unify’s access to or use of any Third Party Products required to enable Customer to access the Services; or (iii) in accordance with Section 4.1 (any such suspension described in subclauses (i), (ii), or (iii), a “Service Suspension”). Unify shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Unify shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Unify will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. 
   9. Service Data. Notwithstanding anything to the contrary in these Terms, Unify may monitor Customer’s use of the Services and collect and compile Service Data. As between Unify and Customer, all right, title and interest in Service Data, and all intellectual property rights therein, belong to and are retained solely by Unify. Customer acknowledges that Unify may compile Service Data based on Customer Data input into the Services. Notwithstanding anything to the contrary in these Terms, Customer acknowledges that Unify may use and disclose Service Data for any lawful purpose.
3. Customer Responsibilities.some text
   1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, Customer acknowledges and agrees that Customer is and will be responsible for all acts and omissions of Authorized Users and for all use of Authorized Users’ accounts, including, without limitation, anyone accessing the Services using an Authorized Users’ account credentials. Customer also acknowledges and agrees that any act or omission by an Authorized User that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of these Terms as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions. Customer will immediately notify Unify if Customer suspects or becomes aware of any unauthorized use of the Services, including, without limitation, any breach of Section 2.6 and any loss or theft of any Authorized User’s username, password or other credentials used to access the Services.
   2. Posted Policies. Customer shall be responsible for ensuring that Customer’s terms of use and privacy policies are consistent with, and will not be violated by, use of the Services, including, without limitation, the Client-Side Software and the Third Party Products. Without limiting the foregoing, Customer shall have an easily accessible privacy policy, the presentation, posting and content of which shall comply with all Applicable Laws, which shall be linked conspicuously with a link that contains the word “Privacy” on the home page(s) of all websites in relation to which the Services are being provided. Such privacy policy shall accurately disclose how Customer collects, uses and shares data. Customer shall fully comply with its respective privacy policy.  
   3. Third Party Products. Unify may from time to time make Third Party Products available to Customer in connection with the Services or allow for certain Third Party Products to be integrated with the Platform to allow for the transmission of Customer Data from such Third Party Products into the Platform. Such Third Party Products may be subject to their own terms and conditions to be entered into between Customer and such third party provider. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Products and for complying with any applicable terms or conditions thereof. Except as otherwise expressly permitted by any such terms and conditions, Customer acknowledges and agrees that any restriction on the use of the Services in Section 2.6 of these Terms shall also apply to Customer’s and each Authorized User’s use of Third Party Products and Third Party Product Data, and that neither Customer nor any Authorized User shall export any Third Party Product Data to Customer’s or such Authorized User’s systems. Unify is not responsible for the operation of any Third Party Products, nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Products. When Customer accesses or uses Third Party Products, Customer accepts that there are risks in doing so and that Unify is not responsible for such risks. Unify makes no representations or warranties of any kind with respect to Third Party Products or their respective providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider, and is governed by such third party’s applicable terms and conditions. Unify assumes no responsibility for the content, accuracy, privacy policies or practices of or opinions expressed through any Third Party Products or their respective providers. Unify will not and cannot monitor, verify, censor or edit the content of any Third Party Products. Upon the termination of Customer’s access to Third Party Products or Unify’s notice to Customer, Customer will and will require all Authorized Users to cease all access to and delete all Third Party Product Data, including any backup copies thereof, and Customer will certify such destruction in writing upon Unify’s request. If Customer does not agree to abide by the applicable terms for any such Third Party Products, then Customer should not install or use such Third Party Products. By authorizing Unify to transmit Customer Data from Third Party Products into the Platform, Customer represents and warrants to Unify that it has all right, power and authority to provide such authorization. 
   4. License to Customer Data. Customer hereby grants to Unify: (i) a non-exclusive, royalty-free, worldwide license to reproduce, distribute and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Unify to provide the Services; and (ii) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Service Data. Unify’s rights and obligations with respect to Unify’s handling Personal Data are as described in Unify’s Privacy Policy or, as applicable, the Data Processing Addendum, each as may be updated and amended from time to time.
   5. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all Customer Data, including its content and use; (ii) all information, instructions and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iii) Customer's information technology infrastructure, including, without limitation, email, computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party platforms or service providers ("Customer Systems"); (iv) the security and use of Customer's and its Authorized Users' access credentials; and (v) all access to and use of the Services directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials, with or without Customer's knowledge or consent, including, without limitation, all results obtained from and all conclusions, decisions and actions based on such access or use. 
   6. Email Account Access. Customer shall provide Unify with all of Customer’s and applicable Authorized Users’ email account credentials and enable all authorization features required to allow Unify to fully access and use Customer’s and applicable Authorized Users’ email account systems, including to send and receive emails and calendar invites on Customer’s and applicable Authorized Users’ behalf and otherwise allow Unify to perform the Services (the “Authorization Credentials”). Unify shall not be responsible or liable for any failure to perform, or delay in the performance of, the Services that is caused by Customer’s delay in or failure to provide the Authorization Credentials. 
   7. Customer Authorization. Customer represents, warrants and covenants that Customer has obtained all necessary consents and authorizations required by Applicable Laws and Customer’s contractual obligations to Unify and/or any third party to make the Customer Data and Authorization Credentials available to Unify, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Any agreements created between Customer and any third party through use of the Services are not binding on Unify, and Unify is not liable for, or obligated to enforce, any such agreements. Customer is solely responsible for ensuring that any third party requests for the restriction of processing of any data, including, without limitation, opt-outs from the receipt of emails from Customer or Authorized Users or do not contact requests, are promptly communicated to Unify.
4. Fees and Taxes. some text
   1. Fees. Customer shall pay Unify the fees for the Services as set forth in connection with the Ordering Process or otherwise set forth on Unify’s Pricing Page (the “Fees”) without offset or deduction at the cadence identified during the Ordering Process or through the Services (e.g., monthly or annually). Fees paid by Customer are non-refundable and not subject to set off. Customer shall make all payments hereunder in US dollars. Unify uses a third-party payment processor (the “Payment Processor”) to bill you for all Fees through a payment account linked to your account on the Services (your “Billing Account”). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor and Customer agrees to be bound by Stripe, Inc.’s Terms of Service, available at https://stripe.com/us/legal, and Privacy Policy, available at https://stripe.com/us/privacy, each as may be updated from time to time. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use the Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms, and you authorize Unify, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment. 
   2. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand. If Customer fails to make any payment when due, then, without limiting Unify’s other rights and remedies: (i) Unify may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Unify for all reasonable costs incurred by Unify in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) Unify may suspend Customer’s and its Authorized Users’ access to all or any part of the Services until such amounts are paid in full.
   3. Recurring Billing. Some of the Services may be made available for an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. UNIFY MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS.
   4. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
   5. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
   6. Auto-Renewal. Unless you opt out of auto-renewal, which can be done through your account settings, any Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the Subscription Term originally set forth in the Ordering Process, at the then-current non-promotional rate. To change or resign your subscription to the Services at any time, go to account settings. If you terminate any Services, you may use your subscription until the end of your then-current Subscription Term, and your subscription will not be renewed after your then-current Subscription Term expires. However, you will not be eligible for a prorated refund of any portion of the Fees paid for the then-current Subscription Term. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL YOUR SUBSCRIPTION FOR THE APPLICABLE SERVICES THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR UNIFY ACCOUNT BEFORE THE END OF THE RECURRING TERM. SUBSCRIPTIONS FOR THE SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, UNIFY WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
   7. Reaffirmation of Authorization. Your non-termination or continued use of any Services reaffirms that Unify is authorized to charge your Payment Method for those Services. Unify may submit those charges for payment and you will be responsible for such charges. This does not waive Unify’s right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described during the Ordering Process for the Services.
   8. Trial Basis Services. Unify may make the Services or certain features thereof available to Customer on a free, unpaid, demonstration, alpha, beta, experimental, pilot, pre-release, early release, limited release, non-production, evaluation or trial basis (collectively, “Trial Basis Services”). Unify reserves the right to charge for any Trial Basis Services in the future and will notify Customer either through the Ordering Process or otherwise before any Trial Basis Services that Customer is then using begin carrying a fee, and if Customer wishes to continue using such Trial Basis Services, Customer must pay all applicable fees for such Trial Basis Services. Any Trial Basis Services provided on a free trial or promotional discount basis must be used within the specified time of the trial or promotion. You must stop using such Trial Basis Services before the end of the trial period in order to avoid being charged for those Services. If you cancel prior to the end of the trial period and are inadvertently charged for Services, please contact us at billing@unifygtm.com.
   9. Account Delinquency. If Customer fails to make any payment when due, then, without limiting Unify’s other rights and remedies: (i) Unify may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Unify for all reasonable costs incurred by Unify in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) Unify may suspend Customer’s and its Authorized Users’ access to all or any part of the Services until such amounts are paid in full.
   10. Taxes. All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Unify’s income.
5. Intellectual Property Ownership; Feedback.some text
   1. Unify IP. Customer acknowledges that (i) as between Customer and Unify, Unify owns all right, title, and interest, including all intellectual property rights, in and to the Unify IP; and (ii) the applicable third-party providers own all right, title and interest, including all intellectual property rights, in and to the Third Party Products. 
   2. Customer Data. Unify acknowledges that, as between Unify and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. 
   3. Aggregated Data. Customer acknowledges and agrees that (i) Unify may use Customer Data to generate data and information related to or derived from Customer Data or Customer’s use of the Services that has been aggregated and/or anonymized by Unify; and (ii) Unify shall own all right, title and interest, including all intellectual property rights, in and to such aggregated and/or anonymized data.
   4. Feedback. If Customer, any Authorized User or any of Customer’s employees or contractors sends or transmits any comments, questions, suggestions or other communications or materials to Unify by mail, email, telephone or otherwise suggesting or recommending changes to the Unify IP, including, without limitation, any new features or functionalities (“Feedback”), Unify is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
6. Warranty Disclaimer. THE UNIFY PARTIES (AS DEFINED BELOW) MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE SERVICES OR UNIFY IP AND THE UNIFY PARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES OR ANY CLAIMS (AS DEFINED BELOW) ARISING OUT OF USE OF, OR IN ANY WAY RELATED TO YOUR ACCESS TO, THE SERVICES. WITHOUT LIMITING THE FOREGOING, THE SERVICES (INCLUDING ALL TRIAL BASIS SERVICES), UNIFY IP, THIRD PARTY PRODUCTS, THIRD PARTY PRODUCT DATA AND THIRD PARTY PRODUCT IDENTIFIERS ARE PROVIDED “AS IS” AND UNIFY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. UNIFY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. UNIFY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, UNIFY IP, THIRD PARTY PRODUCT DATA, THIRD PARTY PRODUCT IDENTIFIERS, THIRD PARTY PRODUCTS OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, UNIFY HEREBY DISCLAIMS (FOR ITSELF AND THE UNIFY PARTIES) ANY WARRANTY THAT THIRD PARTY PRODUCT DATA, THIRD PARTY PRODUCT IDENTIFIERS OR ANY OTHER INFORMATION CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH ANY THIRD PARTY PRODUCTS HAS BEEN COLLECTED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OR THAT ANY THIRD PARTY PRODUCT DATA, THIRD PARTY PRODUCT IDENTIFIERS OR ANY OTHER INFORMATION CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE THIRD PARTY PRODUCTS IS CURRENT OR ERROR-FREE. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISIONS OR ACTIONS IT TAKES BASED ON THE SERVICES, UNIFY IP OR THIRD PARTY PRODUCTS, AND UNIFY HEREBY DISCLAIMS THE RESULTS OF ANY SUCH DECISIONS OR ACTIONS.
7. Indemnification. Customer shall indemnify, hold harmless, and, at Unify’s option, defend Unify and Unify’s affiliates, officers, directors, agents, representatives, personnel, suppliers, partners and licensors (collectively, “Unify Parties”) from and against any and all claims, actions, suits, proceedings, costs, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) (collectively, “Claims”) arising out of or resulting from any claims relating to: (i) Customer’s or any Authorized User’s use of the Services (including any actions taken by a third party using Customer’s or any Authorized User’s account) or any Third Party Products; (ii) Customer Data; and/or (iii) Customer’s or any Authorized User’s breach of these Terms, negligence or willful misconduct. In the event of any Claims, Unify will attempt to provide notice of the Claims to Customer using the contact information for Customer that Unify has for Customer’s account (provided that failure to deliver such notice shall not eliminate or reduce Customer’s indemnification obligations hereunder). Customer may not settle any Claims against Unify unless Unify consents to such settlement and Unify will have the right, at its option, to defend itself against any such Claims or to participate in the defense thereof by counsel of its own choice.
8. Limitations of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE UNIFY PARTIES BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY; (v) COST OF REPLACEMENT GOODS OR SERVICES; OR (vi) FOR ANY MATTER BEYOND UNIFY’S REASONABLE CONTROL, IN EACH CASE REGARDLESS OF WHETHER THE UNIFY PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE GREATER OF (a) ONE HUNDRED DOLLARS ($100.00); AND (b) THE TOTAL AMOUNTS PAID TO UNIFY UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT WILL UNIFY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY LIABILITY ARISING OUT OF THE THIRD PARTY PRODUCTS, THIRD PARTY PRODUCT DATA OR THIRD PARTY PRODUCT IDENTIFIERS OR CUSTOMER’S OR ANY AUTHORIZED USER’S USE THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
9. Termination. some text
   1. Termination. In addition to any other express termination right set forth in these Terms, you are free to terminate these Terms at any time through the “Cancel Plan” option in your account settings or by contacting us at billing@unifygtm.com; please refer to our Privacy Policy as well as the licenses above to understand how Unify treats information you provide to Unify after you have stopped using the Services. Unify may also terminate your use of (or suspend access to) the Services or your account for any reason in Unify’s discretion, including your breach of these Terms. Unify has the sole right to decide whether you are in violation of any restrictions set forth in these Terms. Account termination may result in destruction of any Customer Data associated with your or any Authorized User’s account, so keep that in mind before you decide to terminate your account. If you have deleted your account by mistake, contact Unify immediately at billing@unifygtm.com – Unify will try to help, but unfortunately, Unify cannot promise that Unify can recover or restore anything. 
   2. Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms, Customer shall immediately discontinue use of the Services and shall delete, destroy or return all copies of the Unify IP and certify in writing to Unify that the Unify IP has been deleted or destroyed; provided, however, that Customer shall have no obligation to delete, destroy or return CRM Data and may continue to use such data for Customer’s internal business purposes subject to the restrictions in Section 2.6. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
   3. Survival. This Section 9.3 and Sections 1, 2.6 (solely with respect to CRM Data retained in accordance with Section 9.2), 5, 6, 7, 8, 9.2, 10 and 11 survive any termination or expiration of these Terms. No other provisions of these Terms survive the expiration or earlier termination of these Terms.
10. Dispute Resolution and Arbitration Agreement. some text
    1. Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Unify and limits the manner in which you can seek relief from Unify. Both you and Unify acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Unify’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
    2. Arbitration Rules; Applicability of Arbitration Agreement. The Parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in San Francisco, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
    3. Costs of Arbitration. The Rules will govern payment of all arbitration fees. Unify will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Unify will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
    4. Small Claims Court; Infringement. Either you or Unify may assert claims, if they qualify, in small claims court in San Francisco, California or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
    5. Waiver of Jury Trial. YOU AND UNIFY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Unify are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Unify over whether to vacate or enforce an arbitration award, YOU AND UNIFY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
    6. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Unify is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 10.8 below.
    7. Opt-Out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the address listed in Section 11.2 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
    8. Exclusive Venue. If you send the opt-out notice in Section 10.7, and/or in any circumstances where the foregoing arbitration agreement permits either you or Unify to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Unify agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco, California, or the federal district in which that county falls.
    9. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Unify.
11. Miscellaneous.some text
    1. Entire Agreement; Construction. These Terms, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements and representations and warranties, both written and oral, with respect to such subject matter. Headings herein are for convenience of reference only and shall in no way affect interpretation of these Terms. The term “including” or “includes” as used in these Terms means including, without limiting the generality of any description preceding such term. If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) to Unify shall be in writing and delivered by hand or by certified mail or overnight delivery service to: 

Unify AI Business Corporation

Attn: Legal Department

360 Pine Street, Suite 500

San Francisco, CA 94101

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With a copy to: 

legal@unifygtm.com

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All Notices to Customer shall be sent by email to the email address associated with Customer’s account or will be posted to the Platform. 

3. Force Majeure. In no event shall Unify be liable to Customer, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms if and to the extent such failure or delay is caused by any circumstances beyond Unify’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or the passage of law or taking of any action by a governmental or public authority, including, without limitation, imposition of an embargo.
4. Amendment and Modification. Unify may change these Terms from time to time at its discretion. The date on which these Terms were last modified will be updated at the top of these Terms. Unify will use commercially reasonable efforts to provide Customer with notice of any amendments or modifications to these Terms, by placing a notice on Unify’s site located at https://www.unifygtm.com/, as may be updated or amended from time to time, by emailing the email address associated with Customer’s account on the Services or by another method reasonably designed to provide notice to Customer. If Customer does not agree with the new Terms, Customer is free to reject them; unfortunately, that means Customer and Authorized Users will no longer be able to use the Services. If Customer or any Authorized Users access or use the Services after the effective date of the revised Terms, such access and use will constitute Customer’s acceptance of the revised Terms and all changes thereto. Except for changes by Unify as described in this Section 11.4, no other amendment or modification to these Terms will be effective unless in writing and signed by both Unify and Customer.
5. Waiver. No failure or delay by either Party in exercising any right or remedy available to it in connection with these Terms will constitute a waiver of such right or remedy. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.
6. Governing Law. These Terms are governed by and construed in accordance with the Federal Arbitration Act, applicable federal law and the laws of the State of California excluding its conflict of laws provisions.
7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Unify. Any purported assignment or delegation in violation of this Section 11.7 will be null and void. Unify may transfer, assign, or delegate these Terms and Unify’s rights and obligations without consent. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms are binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 
8. Publicity. Customer hereby grants Unify a non-exclusive, royalty-free, worldwide license to use and reproduce Customer’s name and logo in connection with Unify’s marketing activities. 
9. Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US. 
10. US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
11. Equitable Relief. Customer acknowledges and agrees that a breach or threatened breach of Section 2.4 would cause Unify irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Unify will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. 

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