Thank you for using UnaConnect Services by UnaBiz (the “UnaConnect Services”). These terms and conditions of sale or use (hereinafter “Terms”) are the terms that govern the UnaConnect Services, provided by UNABIZ CO., LTD., (“UnaBiz”, “we” or “us”), and describe your rights and responsibilities as a user, buyer, or reseller of our UnaConnect Services. For the purposes of these Terms, the definitions in the attached Schedule of Definitions shall apply.
- Applicability
- As applicable to the UnaConnect, if you are being invited or added to UnaConnect set up by a UnaBiz customer, the User Notice in Section 7 will also govern your access and use of UnaConnect as well. These Terms are between you and the UnaBiz entity that owns or operates UnaConnect that you are using or accessing listed here. “you” means the entity you represent in accepting these Terms or, if that does not apply, you individually.
- By clicking the “I agree” button or otherwise accepting these Terms through an ordering document that incorporates these Terms (the “PO”), you agree that you have read and understood these Terms and you agree to follow and be bound by these Terms. If you are accepting on behalf of your employer or an entity, you represent and warrant that: (i) you have the full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understood these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you do not agree to these Terms, or if you do not have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or any similar button or checkbox) that is presented to you.
- Coverage
- UnaConnect. These Terms govern our UnaConnect Services, related support, and additional services. These Terms include our Policies, Terms of Service, Privacy Policy, the Product-Specific Terms, and your orders, insofar as they are relevant and not inconsistent with these Terms.
- Product-Specific Terms. Some products may be subject to additional terms specific to that product as set forth in the product-specific terms or user manual we provided (“Product-Specific Terms”). By accessing or using a product covered by the Product-Specific Terms, you also agree to the Product-Specific Terms.
- Expanded Coverage Addendum. Certain qualifying products if indicated in its relevant document provided by UnaBiz, are also subject to the Expanded Coverage Addendum, as specified in such terms.
- Administration
- Administrators. Through the UnaConnect Services, you may be able to specify certain End Users as Administrators, who will have important rights and controls over your use of UnaConnect Services and End User accounts. This may include making orders for UnaConnect Services or enabling applications (which may incur fees); creating, de-provisioning, monitoring, or modifying End User accounts, and setting End User usage permissions; and managing access to Your Data by End Users or others.
- Administrators may also take over the management of UnaConnect Services accounts previously registered using an email address belonging to your domain. Without limiting the responsibility for End Users, which fully applies to Administrators, you are responsible for whom you allow becoming Administrators, identifying and authenticating all Administrators, for approving access by such Administrators to the UnaConnect Services, for controlling against unauthorized access of the UnaConnect Services, for maintaining the confidentiality of usernames, passwords and account information, and any actions they take, including but not limited to those described above. You agree that our responsibilities do not extend to the internal management or administration of the UnaConnect Services by you.
- Reseller as Administrator. If you order UnaConnect through a Reseller, then you are responsible for determining whether the Reseller may serve as an Administrator and for any related rights or obligations in your applicable agreement with the Reseller. As between you and UnaBiz, you are solely responsible for any access by Reseller to your UnaConnect Services accounts or your other End User accounts.
- End-User Consent. You will provide all required disclosures to and will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in these Terms and the Privacy Policy; and (ii) UnaBiz’s provision of the UnaConnect Services to Administrators and End Users. You will provide evidence of such consent upon our reasonable request.
- Responsibility for End-Users. Our UnaConnect Services have various user onboarding flows. Some UnaConnect Services require users to be designated by Administrators; some allow users to sign up for individual UnaConnect Services accounts which can become associated with teams or organizations at a later time; and some may allow users to invite other users.
- You are responsible for understanding the settings and controls for each UnaConnect service you use and for controlling whom you allow becoming an End-User. If payment is required for End-Users to use or access UnaConnect Services, then we are only required to provide UnaConnect to those End-Users for whom you have paid the applicable fees, and only such End-Users are permitted to access and use UnaConnect Services.
- Some UnaConnect Services may allow you to designate different types of End Users, in which case pricing and functionality may vary according to the type of End User. You are responsible for compliance with these Terms by all End Users, including for any payment obligations. Please note that you are responsible for the activities of all your End Users, including orders they may place and how End Users use Your Data, even if those End Users are not from your organization or domain. We may display our User Notice to End Users at sign-up, UnaConnect Services account creation, UnaConnect Services registration, or in-product. If you use single sign-on (SSO) for identity management of your UnaConnect Services such that End Users will bypass these screens and our User Notice, you are responsible for displaying our User Notice to End Users and for any damages resulting from your failure to do so.
- Prerequisites. You shall ensure that all services prerequisites as identified in UnaConnect Services eligibility have been met prior to delivery, such as, but not limited to:
a. Be proactive in communicating with UnaBiz to schedule the delivery of UnaConnect Services.
b. Adhere to licensing terms and conditions regarding the use of any service tools used to facilitate the delivery of the UnaConnect Services, if applicable.
c. Review, complete, and provide the pre-installation/update checklist to UnaBiz prior to the installation/update date, if applicable.
d. Provide sufficient network connectivity and ensure that any required network connectivity is configured, if applicable.
e. For the Remote Service, allow UnaBiz remote connectivity to all locations where the service is to be performed.
f. Allow UnaBiz personnel full and unconditional access to related software, platform, and products to be supported; if security restrictions apply to any supported systems, you may be required to assume additional responsibilities for maintaining these systems and their associated software or platform.
g. Assign a designated person or Administrator, who on behalf of yourself or the entity, will grant all approvals; provide information; ensure that all hardware, firmware, and software that UnaBiz will need in order to deliver the UnaConnect Services are available, and be available to assist UnaBiz in facilitating the delivery of the UnaConnect Services. - Credentials. You must require that all End Users keep their user IDs and passwords for the UnaConnect Services strictly confidential and do not share such information with any unauthorized person. User IDs are granted to the individual, named persons, and may not be shared. You are responsible for any and all actions are taken using End User accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware.
- Subscriptions
- Access to UnaConnect. Subject to these Terms and during the applicable Subscription Term, you may access and use UnaConnect Services for your own business purposes or personal use, as applicable, all in accordance with these Terms, the applicable PO and any other relevant documentation. This includes the right, as part of your authorized use of UnaConnect Services, to download and use the client software associated with UnaConnect Services. The rights granted to you in this Section are non-exclusive, non-sublicensable and non-transferable, unless otherwise agreed by UnaBiz.
- Support. During the Subscription Term, we will provide support for the UnaConnect Services in accordance with the Support Policy (to the extent applicable) and the applicable PO and related agreements.
- Reseller Terms
- UnaBiz authorizes Reseller to sell the authorized UnaConnect Services to customers according to the pricing of reseller sales terms in the Territories.
- Reseller shall: (a) comply with all applicable laws, rules, regulations, and orders of any governmental authority in its performance of these Terms of the authorized UnaConnect Services; (b) be solely responsible for obtaining any and all necessary licenses to perform and resell the authorized UnaConnect Services; (c) promote the authorized UnaConnect Services in a manner that maintains the good name and reputation of UnaBiz, its Affiliates, and the authorized UnaConnect Services; and (d) not engage in any illegal, false or deceptive acts or practices with respect to its business activities.
- Reseller shall have an agreement in place with each of its customers governing the customers’ use of the authorized UnaConnect Services. Reseller shall ensure that the terms and conditions of these customer agreements are consistent with these Terms, UnaBiz Terms of Service (https://www.unabiz.com/terms-of-service/), Privacy Policy (https://www.unabiz.com/privacy-policy/), and the Product-Specific Terms, if applicable. Further, Reseller shall ensure that Customers expressly agree to these Terms by signing the aforementioned agreement.
- End-User authorized by Reseller
- Your order details (e.g., the UnaConnect Services you are entitled to use, the number of End Users, the Subscription Term, etc.) will be as stated in the PO placed with us by the Reseller on your behalf, and Reseller is responsible for the accuracy of any such order as communicated to us.
- Resellers are not authorized to modify these Terms or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set forth in these Terms.
- Instead of paying us, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. We may suspend or terminate your rights to use UnaConnect Services if we do not receive the corresponding payment from the Reseller.
- If you are entitled to a refund under these Terms, then unless we otherwise specify, we will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to you.
- The amount paid or payable by the Reseller to us for your use of the applicable UnaConnect Services under these Terms will be deemed the amount actually paid or payable by you to us under these Terms for purposes of the maximum liability as provided for in Section 19 below.
- User Notice
- By accessing or using UnaConnect Services, you acknowledge and agree to be bound by the UnaConnect Terms & Conditions, Terms of Service, Privacy Policy, other terms that may be contained in the coverage in Section 2 above, and any specific agreement you might have with us.
- You are responsible for (and must have sufficient authority to take) all actions that are performed on or through your UnaConnect Services account, including any procurement or use of third-party products or services (and associated disclosure of data) in connection with the UnaConnect Services. This includes any harm caused by individuals who were not authorized to have access to the UnaConnect Services but who were able to gain access because usernames, passwords or UnaConnect Services accounts were not terminated on a timely basis in your local identity management infrastructure or your local computers.
- You agree that you will not use or permit use of the UnaConnect Services to:
a. violate or infringe any laws, ordinances, regulatory requirements, or codes applicable in the applicable jurisdiction;
b. infringe or violate any copyright, trademark, or any other intellectual property, personal or proprietary rights of any person, or violates any obligation of confidence or any other proprietary right;
c. contain any material in any form that would otherwise render us liable or expose us to any proceedings whatsoever; and
d. upload, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Services (or any part thereof), or any other computer software or hardware. - If you have been added or invited to use UnaConnect Services or a cloud product, the party that administers such cloud product (and not you) controls your use of that cloud product, including but not limited to adding or removing you from that cloud product, enabling or disabling third-party integrations, and managing permissions.
- Any content that you submit or upload to the cloud product may be retained, accessed, used, modified, shared, or removed by the party that administers such cloud product and their appointees. You acknowledge that your UnaConnect account can become managed by the entity that owns or controls the email address domain with which your UnaConnect Services account was created or registered.
- Processing or Transferring Your Data. You agree that we may process or transfer Your Data only to the extent necessary to provide the UnaConnect Services to you or in accordance with your written instructions, including with regard to transfers of Your Data to a third-party international organisation in another country, except where required to do so by law. We will only do so if we have taken appropriate steps to ensure that such overseas recipient is bound by legally enforceable obligations or specified certifications to provide that Your Data which will be transferred is held to a standard of protection that is comparable to that under the applicable laws of your jurisdiction or that of the overseas recipient. You may request that we provide you with a written summary of the extent to which Your Data will be protected to such standard of protection, in the countries and territories that it will be transferred to. If we are required by any applicable law to process or transfer Your Data for any other purpose, we will inform you of this requirement before the processing, unless that law prohibits this on important grounds of public interest. Please refer to our Privacy Policy for more information.
- Evaluations, trials, and betas
- We may offer certain cloud products (including some applications) to you at no charge, including free accounts, trial use, and Beta Versions as defined below (collectively, “No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted during the Subscription Term we designate.
- Except as otherwise set forth in this Section, the terms and conditions of these Terms, and Terms of Service governing the cloud products, fully apply to No-Charge Products. We may modify or terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you.
- You understand that the No-Charge Products may include any pre-release and beta cloud products, and any pre-release and beta features within generally available cloud products, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete, and are likely to contain more errors and bugs than generally available cloud products. Beta Versions are provided on an “as is” and “as available” basis and may not be used with production data that has not been masked, anonymized or otherwise rendered unreadable.
- We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section. All information regarding the characteristics, features, or performance of any No-Charge Products (including Beta Versions) constitutes our Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support, warranty, and indemnity obligations.
- Terms that apply to Your Data
- Using Your Data to provide UnaConnect Services to You. You retain all right, title and interest in and to Your Data in the form submitted to the UnaConnect Services. Subject to these Terms, and solely to the extent necessary to provide the UnaConnect Services to you, you grant us a worldwide, royalty-free, without any compensation or obligation to you, limited to the Subscription Term, license to access, use, process, copy, distribute, perform, export, and display Your Data. Solely to the extent that reformatting Your Data for display in a UnaConnect Services constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. We may also access your UnaConnect Services accounts, End User accounts, and your UnaConnect Services with End User permission in order to respond to your support requests.
- Your Data Compliance Obligations. You and your use of UnaConnect Services (including use by your End Users) must comply at all times with these Terms, the Acceptable Use Policy and all Laws. You represent and warrant that: (i) you are the owner of such material and/or have obtained all necessary rights, licenses, authorisations, releases and permissions to submit all Your Data to the UnaConnect Services and to grant the rights granted to us in these Terms; (ii) Your Data and its submission and use as you authorize in these Terms will not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of your or third-party policies or terms governing Your Data; and (iii) you will not use the UnaConnect Services to upload, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the UnaConnect Services (or any part thereof), or any other computer software or hardware. Other than our express obligations under these Terms (and those contained in our security and Privacy Policy), we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the UnaConnect Services.
- No Prohibited Sensitive Personal Information. You will not submit to the UnaConnect Services (or use the UnaConnect Services to collect) any Sensitive Personal Information unless its processing is expressly supported as a feature of the applicable UnaConnect Services in the applicable documentation. Notwithstanding any other provision to the contrary, we have no liability under these Terms for Sensitive Personal Information submitted in violation of the foregoing.
- Removals and Suspension. We have no obligation to monitor any content uploaded to the UnaConnect Services. Nonetheless, if we deem such action necessary based on your violation of these Terms, including Our Policies, or in response to takedown requests that we have reasonable doubt you violate any of our Terms or any applicable policies, we may in our sole discretion (1) remove Your Data from the UnaConnect Services or (2) suspend your access to the UnaConnect Services. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the UnaConnect Services or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to any UnaConnect Services as described in this Section 9.4.
- Your Indemnity
- You will defend, indemnify and hold us harmless (and our Affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to (i) your breach of these Terms or any claims or disputes brought by your End Users arising out of their use of UnaConnect Services, (ii) your breach (or alleged breach) of Sections 9.2 (Your Data Compliance Obligations) or 9.3 (No Prohibited Sensitive Personal Information); or (iii) Your Materials. This indemnification obligation is subject to you receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense or settlement of such claim and (c) all reasonably necessary cooperation by us at your expense. You acknowledge that you are responsible for all use of the UnaConnect Services using your UnaConnect Services account, and that these Terms apply to any and all usage of your UnaConnect Services account. You agree to comply with these Terms and your indemnification obligation under this Section 10, whether or not such usage is expressly authorized by you.
- Using third-party products or services with the UnaConnect Services
- Third-Party Products. You (including your End Users) may choose to use or procure other third-party products or services in connection with the UnaConnect Services, including third-party applications, platforms, equipment, software, systems, services, or facilities) or implementation, customization, training or other services. Your receipt or use of any third-party products or services (and the third parties’ use of any of Your Data) is subject to a separate agreement between you and the third-party provider.
- If you enable or use third party products or services with the UnaConnect Services (including third-party applications, platforms, equipment, software, systems, services, or facilities), we will allow the third-party providers to access or use Your Data as required for the interoperation of their products and services with the UnaConnect Services. This may include transmitting, transferring, modifying or deleting Your Data, or storing Your Data on systems belonging to the third-party providers or other third parties.
- Any third-party provider’s use of Your Data is subject to the applicable agreement between you and such third-party provider. We do not control and are not responsible for any access to or use of Your Data by third party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use Your Data and you bear all risks associated with access to and use of such third-party products or services and information. It is your responsibility to carefully review the agreement between you and the third-party provider, as provided by the applicable third-party provider. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.
- Additional Services
- Additional Services. Subject to these Terms, you may purchase Additional Services that we will provide to you pursuant to the applicable PO. Additional Services may be subject to additional policies and terms as specified by us, including the UnaConnect Services Level and Support Policy. You must read, accept, and agree to be bound by any such separate policy(ies) as a condition of using these Additional Services.
- Our Deliverables. We will retain all right, title and interest in and to Our Deliverables. You may use any of Our Deliverables provided to you only in connection with the UnaConnect Services, subject to the same usage rights and restrictions as for the UnaConnect Services. For clarity, Our Deliverables are not considered UnaConnect Services, and any UnaConnect Services are not considered to be Our Deliverables.
- Your Materials. You agree to provide us with reasonable access to Your Materials as reasonably necessary for our provision of Additional Services. If you do not provide us with timely access to Your Materials, our performance of Additional Services will be excused until you do so. You retain your rights in Your Materials, subject to our ownership of any UnaConnect Services, any of Our Deliverables or any of Our Technology underlying Your Materials. We will use Your Materials solely for purposes of performing the Additional Services. You represent and warrant that you have all necessary rights in Your Materials to provide them to us for such purposes.
- Restrictions
- Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt or create derivative works of the UnaConnect Services; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the UnaConnect Services to a third party; (c) use UnaConnect Services for the benefit of any third party; (d) incorporate any UnaConnect Services into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the UnaConnect Services intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any UnaConnect Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any UnaConnect Services; (h) use UnaConnect Services for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the UnaConnect Services; or (j) encourage or assist any third party to do any of the foregoing.
- Security and Data Privacy
- Security and Certifications. We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure. We also maintain a compliance program that includes independent third-party audits and certifications. Our trust center, as updated from time to time, provides further details on our security measures and certifications.
- Privacy. We collect certain data and information about you and your End Users in connection with you and your End Users’ use of the UnaConnect Services and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge.
- Subpoenas. Nothing in these Terms prevents us from disclosing Your Data to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so. UnaBiz strives to balance your privacy rights with other legal requirements; to read more about UnaBiz’s policies and guidelines for law enforcement officials requesting access to customer data, please see our Guidelines for Law Enforcement Requests in Section 24.
- Billing, Renewals, and Payment
- Monthly and Annual Plans. Except for No-Charge Products, all UnaConnect Services are offered either on a monthly subscription basis, an annual subscription basis, or as may be provided in the respective PO.
- Renewals. Except as otherwise specified in your PO, unless either party cancels your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include account settings in the UnaConnect Services or contacting our support team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable UnaConnect Services continuing to be offered and will be charged at the then-current rates.
- Additional Usage. You may add users, increase storage limits, or otherwise increase your use of UnaConnect Services by placing a new PO or modifying an existing PO. Unless otherwise specified in the applicable PO, we will charge you for any additional work performed by us or changes to the UnaConnect Services at our then-current rates, prorated for the remainder of the then-current Subscription Term.
- Payment. You will pay all fees in accordance with each PO, by the due dates and in the currency specified in the PO. If a PO number is required in order for an invoice to be paid, then you must provide such PO number to UnaBiz by email. You will pay any sales, value-added or other similar taxes imposed by applicable law that is payable based on the UnaConnect Services you ordered.
- Other than as expressly set forth in our return policy warranty remedy, or formal agreement we might have with you, all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.
- Modification of Terms. We reserve the right at any time to modify these Terms and to impose new or additional terms or conditions on your use of the UnaConnect Services, provided that we will give you 30 days’ advance notice of any material adverse change to the UnaConnect Services, unless it would not be reasonable to do so due to circumstances arising from legal, regulatory, or governmental action. Except as otherwise indicated below, modifications to these Terms will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 15.2 (Renewals). You are responsible for reviewing these Terms and our Policies regularly. To the fullest extent permitted under applicable law, any continued use of the UnaConnect Services after such amendments, whether reviewed by you, shall constitute your agreement to be bound by such amendments. Notwithstanding the foregoing, in some cases (e.g., to address compliance with legal, regulatory, or governmental action, or as necessary for new features) we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected POs upon notice to us, and we will refund you any fees you have pre-paid for use of the affected UnaConnect Services for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within seven (7) days of us providing notice of the modifications. For the avoidance of doubt, any PO is subject to the version of these Terms in effect at the time of the PO.
- Return Policy
- As part of our commitment to customer satisfaction and without limiting any Warranty and Disclaimer, you may terminate your initial order of a UnaConnect Services under these Terms, for no reason or any reason, by providing notice of termination to us no later than seven (7) days after the order date for such UnaConnect Services in the applicable PO. In the event you terminate your initial order under this Section, at your request (which may be made through your account with us), we will refund you the amount paid under such order, except for used reasonable consumption of the UnaConnect Services.
- This termination and refund right applies only to your initial order of the UnaConnect Services and only if you exercise your termination right within the period specified above, and does not apply to additional services. You understand that we may change this practice in the future in accordance with changes to these Terms.
- Improvement
- Changes to UnaConnect Services. You acknowledge that the UnaConnect Services are on-line, subscription-based services, and that in order to provide improved customer experience we may make changes to the UnaConnect Services, and we may update the applicable Documentation accordingly. Subject to our obligation to provide the UnaConnect Services and additional services under existing POs, we can discontinue any UnaConnect Services, any additional services, or any portion or feature of any UnaConnect Services for any reason at any time without liability to you.
- We are always striving to improve the UnaConnect Services. In order to do so, we use analytics techniques to better understand how our UnaConnect Services are being used. For more information on these techniques and the type of data collected, please read our Privacy Policy.
- Warranty Disclaimer
- EXCEPT AS EXPRESSLY PROVIDED IN OUR TERMS OF SERVICE, ALL UNACONNECT SERVICES, SUPPORT AND ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE UNACONNECT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, , THAT ANY DEFECTS OR ERRORS IN THE UNACONNECT SERVICES PROVIDED TO YOU WILL BE CORRECTED, THAT THE UNACONNECT SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY US, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE UNACONNECT SERVICES NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS. WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD PARTY CONTENT, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. THE CONTENTS OF THE UNACONNECT SERVICES DO NOT CONSTITUTE FINANCIAL, LEGAL, OR OTHER PROFESSIONAL ADVICE. IF FINANCIAL, LEGAL OR OTHER PROFESSIONAL ADVICE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
- We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into UnaConnect Services (but we are not responsible for harmful materials submitted by you or End Users) (the “Performance Warranty”). You agree that such efforts do not guarantee that use of the UnaConnect Services are invulnerable to all security breaches, nor do we make any warranty, guarantee, or representation that the use of the UnaConnect Services is protected from all viruses, worms, Trojan horses, and other vulnerabilities. You are responsible for configuring your information technology, computer programmes and platform to access the UnaConnect Services.
- Limitation of Liability
- NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR ANTICIPATED LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THESE TERMS), DATA, OR DATA USE, TO THE EXTENT ALLOWED BY APPLICABLE LAW. UNABIZ’S MAXIMUM LIABILITY UNDER THESE TERMS OR YOUR PO, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO UNABIZ FOR THE UNACONNECT SERVICES UNDER THE PO THAT IS THE SUBJECT OF THE CLAIM LESS ANY REFUNDS OR CREDITS RECEIVED BY YOU FROM UNABIZ UNDER SUCH ORDER.
- No contingencies on other products of future functionality
- You acknowledge that the UnaConnect Services and additional services referenced in an order are being purchased separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of UnaConnect Services and additional services are separate and not contingent on each other, even if listed on the same order). You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any UnaConnect Services beyond the current Subscription Term), or dependent on any oral or written public comments we make regarding future functionality or features.
- Publicity Rights
- You agree that we may identify you as a UnaBiz customer in our promotional materials. You may request to remove such consent by contacting us at [email protected]. We will promptly stop doing so upon your request.
- IP Rights in the UnaConnect Services
- UnaConnect Services are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to Our Technology (including the UnaConnect Services). From time to time, you may choose to submit feedback to us. We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating feedback or otherwise.
- Export Restrictions
- The UnaConnect Services may subject to export laws and regulations of the United States and any other relevant local export laws and regulations and may be subject to import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your access to, use of, and download of the UnaConnect Services (or any part thereof). You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the UnaConnect Services or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or such relevant jurisdiction’s agency or authority. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country and (ii) none of Your Data is controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide the UnaConnect Services for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior written government authorization.
- Guidelines for Law Enforcement Requests
- UnaBiz provides software tools for teams to collaborate in an online platform environment. These guidelines provide information to inform law enforcement officials seeking customer account records and customer content (“Customer Information”) from UnaBiz in response to valid legal process, consistent with our Privacy Policy and Acceptable Use Policy .
- UnaBiz respects the rules and laws of the jurisdiction in which it operates, as well as the privacy and rights of its customers. Accordingly, UnaBiz provides Customer Information in response to law enforcement requests only when we reasonably believe that we are legally required to do so. To protect our customers’ rights, we carefully review requests to ensure that they comply with the law.
- To obtain Customer Information from UnaBiz, law enforcement officials must provide legal process appropriate for the type of information sought, such as a subpoena, court order, or a warrant. These guidelines are intended to serve as an informational resource and do not create obligations or waive any objections concerning how UnaBiz will respond in any particular case or request.
- UnaBiz reserves the right to seek reimbursement for the costs associated with responding to law enforcement data requests, where appropriate.
- Term and Termination
- Term. These Terms are effective as defined in the respective Pos and expire on the date of expiration or termination of all applicable Subscription Terms.
- Termination for Cause. Either party may terminate these Terms (including all related orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
- Termination for Convenience. You may choose to stop using the UnaConnect Services and terminate these Terms (including all orders) at any time for any reason upon written notice to us, but, unless you are exercising your right to terminate early pursuant to Section 15.6 (termination due to modification of the Terms) or Section 16 (Our return policy), upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
- Effects of Termination. Upon any expiration or termination of these Terms, you will lose all access to the UnaConnect Services and you must cease using all UnaConnect Services and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or termination of these Terms (or its applicable Subscription Term), so you should make sure to export Your Data using the functionality of the UnaConnect Services during the applicable Subscription Term.
- If you terminate these Terms in accordance with Section 25.2 (Termination for Cause), we will refund you any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. If we terminate these Terms in accordance with Section 25.2 (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
- Survival
- The following provisions will survive any termination or expiration of these Terms: Section 8 (Evaluations, trials, and betas) (disclaimers and use restrictions only), Section 10.1 (Your Indemnity), Section 11.1 (Third-Party Products), Section 13 (Restrictions), Section 15.4 (Payment), Section 18 (Warranty Disclaimer), Section 19 (Limitation of Liability), Section 22 (IP Rights in the UnaConnect Services and Feedback), Section 27 (Governing Law and Dispute Resolution) and other terms stipulated in our Terms of Service, Privacy Policy, or specific agreement we may have, such as confidentiality, term and termination, limitations of liability, IP indemnification (but solely with respect to claims arising from your use of UnaConnect Services during the Subscription Term), Dispute Resolution, and General Provisions.
- Governing Law and Dispute Resolution
- These Terms shall be governed and construed in accordance with the laws of Singapore and any dispute arising out of or in connection with it shall be subject to the exclusive jurisdiction of the Courts of the Republic of Singapore.
- No Waiver
- UnaBiz’s failure or delay to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right.
- Invalid Terms
- If any one or more of the provisions of these Terms is or becomes illegal, invalid, or unenforceable in any respect, neither the legality, validity or unenforceability of the remaining provisions hereof shall in any way be affected or impaired thereby.
Schedule of Definitions
The following terms shall have the meanings set forth below when used in these Terms:
- “Acceptable Use Policy” means the acceptable use policy as specified in each individual PO;
- “Additional Services” means any and all additional services which may be provided as specified in each individual PO;
- “Administrators” has the meaning ascribed to it in Section 3.1;
- “Affiliates” means with respect to any person that is a legal entity, another entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is in common control with that first-mentioned person. For purposes of this definition, the terms “control,” “controlling,” “controlled by” and “under common control with,” as used with respect to any person, means the possession, directly or indirectly, of the power to direct the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise;
- “Beta Versions” means a service or functionality that may be made available to the Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description;
- “Confidential Information” means any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including all personal data and Sensitive Personal Information and any information where the disclosure of which would, or would be likely to, prejudice the commercial interests of any person, business, affairs, developments, trade secrets, intellectual property rights and know-how of either party;
- “Documentation” means all materials useful in connection with the UnaConnect Services such as, but is not limited to, documents, specifications, technical manuals, user manuals, flow diagrams, file descriptions and other written information that describes the function and use of the UnaConnect Services;
- “Effective Date” means the effective date as specified in each individual PO;
- “End Users” means those employees, contractors, and end users, as applicable, authorized by you or on your behalf to use the UnaConnect Services in accordance with these Terms and your PO;
- “UnaConnect Services Level and Support Policy” means any and all additional policies and terms that may be specified by UnaBiz in relation to the Additional Services;
- “Expanded Coverage Addendum” has the meaning ascribed to it in Section 2.3;
- “No-Charge Products” has the meaning ascribed to it in Section 8.1;
- “Our Deliverables” means the deliverables as specified in each individual PO;
- “Our Technology” means technology that includes but is not limited to, information, software programs made available on or through the UnaConnect Services, communications, images, sounds contained on or available through the UnaConnect Services;
- “Policies” means all published, posted and written policies, procedures, agreements and notices with respect to the UnaConnect Services;
- “Privacy Policy” means the terms of service of UnaBiz that may be in force from time to time and which may be found at https://www.unabiz.com/privacy-policy/;
- “Product-Specific Terms” has the meaning ascribed to it in Section 2.2;
- “Remote Service” means support services performed on behalf of you by UnaBiz remotely with respect to the UnaConnect Services;
- “Sensitive Personal Information” shall mean an individual’s first name or first initial and last name in combination with any one or more of the following items, if the name and the items are not encrypted: a) personal identification number; driver’s license number or government-issued identification number; or account number or credit or debit card number in combination with any required security code, access code, or password that would permit access to an individual’s financial account; or b) information that identifies an individual and relates to: the physical or mental health or condition of the individual; the provision of health care to the individual; or payment for the provision of health care to the individual;
- “Subscription Term” means the subscription term as specified in each individual PO;
- “Support Policy” means the support policy as specified in each individual PO;
- “Terms of Service” means the terms of service of UnaBiz that may be in force from time to time and which may be found at https://www.unabiz.com/terms-of-service/;
- “Your Data” means all electronic data or information submitted by you in the course of your use of the UnaConnect Services; and
- “Your Materials” means any content you submit, upload, transmit, or otherwise make available through the UnaConnect Services.
