TERMS OF SERVICE EFFECTIVE AS OF JULY 9TH, 2016
EFFECTIVE AS OF JULY 9TH, 2016
These terms of service, including the order form that references these terms of service, which is incorporated herein by this reference (collectively, the “terms”), are a binding legal contract between unifycloud, llc. (“unifycloud”), and the individual or legal entity who subscribes to or purchases the unifycloud products (“you” or “your”). By clicking the “i agree” button, by executing an order form with an authorized re-seller or partner of unifycloud, or by installing, accessing or using the unifycloud products, you represent that you have the authority to enter into these terms. If you do so on behalf of a legal entity, you represent and warrant that you have the authority to accept these terms on behalf of that legal entity.
These terms govern your use of any unifycloud products and any related updates and written documentation. Your continued use of unifycloud products following modification to such products or these terms constitutes your agreement to be bound by the application of the terms to such modified products or the modified terms. To stay informed of any changes, please review the most current version of these terms at www.Unifycloud.Com/terms-of-service. If you do not agree to be bound by these terms, you may not use unifycloud products.
- “Account” corresponds to your account established in connection with use of the CloudAtlas® Product Suite (“CloudAtlas” or the “Products”), represented in each case by a single set of access credentials from UnifyCloud and the applicable Cloud Infrastructure Service.
- “Ancillary Programs” means any software agent or tool owned or licensed by UnifyCloud that UnifyCloud makes available to you for download on your Cloud Infrastructure Service as part of the Purchased Products for purposes of facilitating your access to, operation of and/or use with, the Purchased Products.
- “Authorized User” means any individual you authorize to access or use the Purchased Products on your behalf and to whom access credentials are provided by UnifyCloud. The number of Authorized Users may be limited as specified in an Order Form.
- “UnifyCloud Components” means any template, script, machine image, macro or other technology or documentation published to or available from UnifyCloud.
- “UnifyCloud Materials” means any software developed by UnifyCloud and distributed to or accessed by you hereunder as well as any documentation relating to the Products.
- “UnifyCloud Platform” means, collectively, the UnifyCloud cloud services platform, any and all UnifyCloud Components, UnifyCloud Materials and Products related thereto, including the data and information relating thereto, but specifically excluding: (a) the underlying physical infrastructure which the UnifyCloud Platform accesses and relies upon, (b) the infrastructure made available by a Cloud Infrastructure Provider, and (c) your software, applications, and data, and any other third-party software, applications or data which utilize or are available through the UnifyCloud Platform.
- “Fees” means the fees and charges set forth on the Order Form and incorporated herein by this reference or those fees and charges specified in a Statement of Work.
- “Intellectual Property Rights” means all worldwide right, title and interest in and to all proprietary rights of every kind and nature pertaining to or deriving from any of the following, whether protected, created or arising under the laws of the United States or any other jurisdiction: (a) foreign and domestic patents and patent applications (including reissuances, divisions, renewals, provisional applications, continuations, continuations in part, revisions, extensions and re-examinations), and all inventions (whether patentable or not), invention disclosures, and improvements thereof (collectively, “Patents”); (b) trademarks, service marks, trade names, designs, logos or other source identifiers, including as defined in 15 U.S.C. § 1127, whether registered or unregistered or at common law, including all foreign and domestic applications, registrations and renewals in connection therewith, and all goodwill of the business or otherwise associated with any of the foregoing (“Trademarks”); (c) Internet domain names and other Internet addresses, and user names, accounts, including social networking accounts, pages, and online identities (collectively, “Domain Names”); (d) copyrights, original works of authorship, and all databases and data collections, whether registered or unregistered, and including all applications, registrations and renewals of any such thing, and all moral rights associated therewith (“Copyrights”); (e) know-how, source code, object code, inventions, discoveries, improvements, concepts, ideas, methods, processes, designs, plans, schematics, drawings, formulae, recipes, manufacturing processes, customer and market lists, technical data, specifications, research and development information, technology and product roadmaps, data bases and other proprietary or confidential information (including Confidential Information) (collectively, “Proprietary Information”); (f) all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code or other readable code (collectively, “Software”); (g) all rights of publicity, rights of privacy and related rights; and (h) all causes of action, whether accruing before, on or after the Effective Date, including all rights to and claims for damages, restitution, income, royalties, payments and other relief, with respect to the foregoing, the right to sue and recover damages and payments for past, present and future infringements or misappropriations thereof, the right to file applications for and to secure and maintain registrations or issuances in and make all related filings for any of the foregoing in any jurisdiction and any and all corresponding rights that now or hereafter may be secured throughout the world, and all copies and tangible embodiments thereof. Collectively, Patents, Trademarks, Domain Names, Copyrights, Proprietary Information and Software shall be referred to herein as “Intellectual Property”.
- “Order Form” means a written document signed by you and UnifyCloud, or an electronic form submitted by you and accepted by UnifyCloud, that identifies a Product that you have agreed to purchase. In the event of a conflict between these Terms and an Order Form, these Terms shall govern.
- “Partner” or “Re-Seller” means a third party who UnifyCloud appoints as its non-exclusive marketer and/or partner of some or all of the Products pursuant to the terms of a Partner Agreement or Re-Seller Agreement, as appropriate, with UnifyCloud.
- “Products” means the products and related services made available by UnifyCloud from time to time, including, but not limited to, the UnifyCloud Platform and any and all other UnifyCloud Components and UnifyCloud Materials. A list and description of the Products currently made available by UnifyCloud is available at http://www.cloudatlasinc.com/.
- “Purchased Products” means the specific Products that you have agreed to purchase as set forth in an Order Form or other binding purchase commitment.
- “Term” means the subscription term during which UnifyCloud will make Products available to Authorized Users as set forth in an Order Form.
- “Third Party Materials” means any third-party materials, information or data, including Intellectual Property, made available to you by UnifyCloud.
- “Your Data” means any and all data, content or information entered into, transmitted through, or stored on the UnifyCloud Platform by you or your Authorized Users or otherwise made available or accessible to UnifyCloud by you or your Authorized Users, including, without limitation, any Keys (as defined in Section 4(d) below).
- UnifyCloud shall make Purchased Products available to you pursuant to these Terms and the terms of the relevant Order Form during the applicable Term. You understand and agree that your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by UnifyCloud or its representatives regarding future functionality or features of any Products.
- b. As part of the Purchased Products, UnifyCloud may provide you with access to download certain Ancillary Programs for use with those Products. If UnifyCloud does not specify separate terms and conditions for such Ancillary Programs, you shall have a non-transferable, non-exclusive, non-assignable, limited right to use such Ancillary Programs solely to facilitate your access to, operation of, and/or use of the Purchased Products, subject to these Terms and the applicable Order Form. Your right to use such Ancillary Programs will terminate upon the earlier of UnifyCloud’s termination of your access to the Products, the end of the applicable Term or the date on which the license to use the Ancillary Programs ends under the separate terms specified for such programs. All right, title and interest in and to the Ancillary Programs shall remain with UnifyCloud.
3. Cloud Infrastructure Service
- You are responsible for selecting one or more public or private cloud computing services for the provision of compute capacity, data storage, data transmission, network and related infrastructure services (“Cloud Infrastructure Services”). You are solely responsible for ensuring your compliance with any terms and conditions governing your use of or access to any Cloud Infrastructure Services, including, but not limited to, ensuring that your use of or access to the Purchased Products and use of, access to and downloading of the Ancillary Programs onto such Cloud Infrastructure Services does not breach or otherwise violate any such terms and conditions or other such law, regulation or policy.
- The Cloud Infrastructure Services that operate with the UnifyCloud Platform are identified on UnifyCloud’s website (each a “Certified Infrastructure Service”) and may be changed by UnifyCloud from time to time. You understand and agree that the full benefits of the UnifyCloud Platform may not be available if you do not elect to use a Certified Infrastructure Service and UnifyCloud bears no liability or responsibility for any matters arising from or relating to your use of a Cloud Infrastructure Service that is not a Certified Infrastructure Service. Furthermore any use of private Cloud Infrastructure Services by you is subject to installation specifications, which may be changed by UnifyCloud from time to time.
- All of your use of a Cloud Infrastructure Service is subject to the third-party provider’s terms and conditions, and you agree to comply with those terms and conditions related to the Cloud Infrastructure Service as made available to you from time to time and, as set forth in Section 3(a) herein, to be solely liable and responsible for any breach of such terms and conditions by you or your Authorized Users. Your breach of the terms and conditions regarding the Cloud Infrastructure Service will be considered a breach of these Terms. If UnifyCloud is providing a single bill for the Products and Cloud Infrastructure Service, UnifyCloud may terminate that single billing arrangement at any time and for any reason upon written notice to you.
- The cloud infrastructure service, including certified infrastructure service, is not a unifycloud service and is not part of the unifycloud platform or any product. Unifycloud is not responsible for the cloud infrastructure service or for any acts or omissions of the third-party provider of the cloud infrastructure service. Customer acknowledges that the provider of the cloud infrastructure service may implement procedures that would make it difficult or impossible to access client’s data, or the resources made available via the cloud infrastructure service, in certain circumstances (e.G., in the case of a virus, denial-of-service, or similar attack; transmission or storage of infringing or illegal content; use for bulk email; use that could or does harm the third-party’s networks or servers; or compromise of security) and may implement different privacy policies and/or administrative, technical and/or physical safeguards concerning the storage, handling, maintenance, processing, distribution or disclosure of your data. Unifycloud expressly disclaims any and all liability arising out of your use of or access to any cloud infrastructure service other than a certified infrastructure service.
4. Your Responsibilities
- General - You shall (i) be solely responsible for each of your Authorized User’s compliance with these Terms and understand and agree that any breach of these Terms by any of your Authorized Users shall constitute a breach by you, (ii) be solely responsible and liable for the accuracy, quality and legality of Your Data; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Purchased Products and/or Ancillary Programs, including, but not limited to implementing appropriate physical, technical and administrative safeguards to protect against the unauthorized disclosure of any access credential; (iv) notify UnifyCloud promptly of any such unauthorized access or use, and (v) use the Purchased Products only in accordance with these Terms and all applicable laws and government regulations.
- Your Accounts and Authorized Users - Accounts may not be transferred or assigned to another entity without the written consent of UnifyCloud. Access credentials provided to an Authorized User to access an Account may not be shared or used by any person or entity other than that Authorized User.
- Your Back-Ups - You acknowledge that you are responsible for creating back-ups of Your Data and any other content provided or used by you within the UnifyCloud Platform. UnifyCloud shall have no obligation to maintain any such data or content or to forward any data or content to you or any third party at any time during the Term or thereafter. UNIFYCLOUD HAS NO AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF YOUR DATA.
- Your Keys - You may elect to provide UnifyCloud access to keys, credentials, or passwords (“Keys”) to access your applications and/or technology infrastructure. By providing UnifyCloud any such Keys, you authorize UnifyCloud to use those Keys and to access your corresponding applications and infrastructure for the purpose of providing Purchased Products under these Terms.
- General Restrictions - You shall not (i) make any Purchased Products available to anyone other than Authorized Users, (ii) sell, resell, rent or lease any Products, (iii) use any Products to store or transmit infringing, libelous, or otherwise unlawful or tortious material, content, information or data, or to store or transmit material, content, information or data that is in violation of any third-party rights, including but not limited to, privacy rights and Intellectual Property Rights, (iv) interfere with or disrupt the integrity or performance of the UnifyCloud Platform; (v) attempt to access or obtain any third-party data contained on the UnifyCloud Platform, or (vi) attempt to gain unauthorized access to the UnifyCloud Platform or any related systems or networks.
- Service-Specific Restrictions - Individual Products may be subject to other limitations set forth in the Order Form, such as limits on disk storage space, compute capacity, and support requests.
- Cooperation - You agree to provide all cooperation and assistance as UnifyCloud may reasonably require or request to enable UnifyCloud to perform its obligations under these Terms. UnifyCloud is not responsible or liable for any delay or failure of performance directly or indirectly caused by your delay in performing your obligations under these Terms.
- Certain Products may involve the development or addition of new features, enhancements or customizations to the UnifyCloud Platform or other Products (“Deliverables”). UnifyCloud will perform development work and related services to provide you with any such Deliverables pursuant to a separate statement of work to be mutually agreed upon by the parties (a “Statement of Work”). Each Statement of Work shall set forth the specifications, fees and other relevant provisions for the Deliverables and shall be attached hereto and incorporated into these Terms. In the event of a conflict between these Terms and the terms of a Statement of Work, these Terms shall govern. The terms and conditions of each Statement of Work will control solely with respect to the Deliverables to be provided under such Statement of Work. Unless as otherwise set forth in a Statement of Work, UnifyCloud shall own all right, title and interest in and to such Deliverables, including all Intellectual Property Rights therein and you hereby assign all right, title and interest, including Intellectual Property Rights, in and to such Deliverables to UnifyCloud.
6. Pricing and Payment Terms
- Fees - You shall pay all Fees that are applicable to your Purchased Products in accordance with the terms set forth herein. Except as otherwise specified herein or in a Statement of Work, you agree that (i) Fees are based on the number of active instances, contract length and hourly runtime of active instances, (ii) payment obligations are non-cancelable and Fees paid are non-refundable, and (iii) the number of Administrative Licenses covered by a subscription cannot be decreased during the relevant term.
- Invoicing - During the Term, UnifyCloud will charge the Fees for your Purchased Products to the account on file on an annual or monthly basis as set forth in the Order Form for the Purchased Products. Receipts for payment will be provided on a monthly or annual basis, as applicable. Notwithstanding the foregoing, if you are purchasing Purchased Products through an authorized Re-seller or Partner of UnifyCloud, then the Re-seller or Partner will charge the Fees for your Purchased Products in accordance with the invoicing and payment terms provided by the re-seller or partner.
- Taxes - All Fees payable by you are exclusive of applicable taxes and duties, including applicable sales tax. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing UnifyClouds with legally-sufficient tax exemption certificates for each taxing jurisdiction. UnifyCloud will apply the tax exemption certificates to charges under your account occurring after the date UnifyCloud receives the tax exemption certificates. If any deduction or withholding is required by law, you will notify UnifyCloud and pay any additional amounts necessary to ensure that the net amount that UnifyCloud receives, after any deduction and withholding, equals the amount UnifyCloud would have received if no deduction or withholding had been required. Additionally, you will provide UnifyCloud with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
7. Proprietary Rights
- Ownership; Reservation of Rights - Subject to the limited rights expressly granted to you hereunder, UnifyCloud reserves all rights, title and interest, including all Intellectual Property Rights, in and to the UnifyCloud Platform, the Products, and any Deliverables. No rights are granted to you hereunder other than as expressly set forth herein. Excluding Feedback (defined below) and Service Analyses, you retain all right, title and interest in and to Your Data. You hereby grant to UnifyCloud and its successors and assigns a non-exclusive, transferable, sublicensable, worldwide, royalty-free, right and license to use, copy, distribute, display, perform, transmit, store, maintain and prepare derivative works of Your Data solely as needed for UnifyCloud (or its successors or assigns) to perform its duties and obligations under these Terms, any Order Form and/or any Statement of Work or as needed for UnifyCloud to otherwise comply with all applicable laws.
- Restrictions - You shall not (i) permit any third party to access the Purchased Products except as permitted herein or in an Order Form, (ii) copy, distribute, display, or create derivate works based on the Products, including the Purchased Products except as authorized herein, (iii) disassemble, decompile or otherwise reverse engineer the Products, including the Purchased Products, or (iv) access the Products, including the Purchased Products, in order to build a competitive product or service, or copy any features, functions or graphics of the Products, including the Purchased Products.
- Feedback - It is expressly agreed that all rights, title and interest, including all Intellectual Property Rights, to all suggestions, enhancement requests, recommendations or other feedback provided by you and your Authorized Users relating to the Products (“Feedback”) is owned by UnifyCloud. You hereby assign and convey to UnifyCloud any and all rights and interests, including Intellectual Property Rights, in any such Feedback. To the extent that such assignment is held to be invalid or unenforceable, you hereby grant to UnifyCloud a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate any Feedback into the Products.
- Service Analyses - UnifyCloud may (i) compile statistical and other information related to the performance, operation and use of the Products, including pricing plans, and (ii) use data from the Cloud Infrastructure Service and UnifyCloud Platform in aggregated form for security and operations management, to create statistical analyses, and for research and development, marketing and promotional purposes (clauses (i) and (ii) are collectively referred to as “Service Analyses”). Notwithstanding anything herein to the contrary, UnifyCloud may make Service Analyses publicly available; however, UnifyCloud will use commercially reasonable efforts to ensure that Service Analyses do not incorporate your Confidential Information in a form that could serve to identify you or any individual. UnifyCloud retains all Intellectual Property Rights in Service Analyses and you hereby assign all right, title and interest you may have in and to such Service Analyses to UnifyCloud, including all Intellectual Property Rights therein.
- Trademarks - To the extent you are not an Authorized Re-Seller or Partner of UnifyCloud, you agree not to use, without UnifyCloud’s express, written consent, any of UnifyCloud’s Trademarks, except as allowed by applicable law. To the extent you are an Authorized Re-Seller or Partner of UnifyCloud, you may only use UnifyCloud’s Trademarks expressly as set forth in the UnifyCloud, LLC. Partner Agreement entered into between you and UnifyCloud.
8. Representations & Warranties
- a. You represent that you have full power and authority to enter into these Terms and that it is binding upon you and enforceable in accordance with its terms.
- UnifyCloud represents that it has full power and authority to enter into these Terms and that it is binding upon UnifyCloud and enforceable in accordance with its terms.
- UnifyCloud further represents and warrants that, at the time of delivery, all Purchased Products and any Deliverables will substantially conform to the then-current specifications as provided to you by UnifyCloud. As your sole remedy and UnifyCloud’s sole and exclusive liability for breach of this Section 8(c), UnifyCloud will, at its option, either re-perform at no additional charge any Purchased Products that breach the foregoing warranty or refund the Fees paid by you for any Purchased Products that breach the foregoing warranty, provided that you notify UnifyCloud of a breach of the foregoing warranty within 30 days after the applicable breach occurs.
- Except as expressly provided herein, unifycloud makes no other warranties and disclaims all other warranties, express or implied, as to its performance under these terms, llcluding without limitation, all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. All third-party materials are provided “as is” and any representation or warranty of or concerning any third party materials is strictly between customer and the third-party owner or distributor of the third-party materials.
- You retain sole responsibility for your information technology infrastructure, including, computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through third party providers such as third party cloud services providers (“Your Systems”), as well as the security and use of your and your Authorized Users’ access credentials, and all access to and use of the Products and Ancillary Programs directly or indirectly by or through Your Systems or via your or your Authorized Users’ access credentials, including, but not limited to, all results obtained therefrom and all conclusions, decisions and actions based on or in connection with such access or use. You understand that Your Data may be transferred to UnifyCloud via the internet or via a third party cloud services-provider (such as, for example, Dropbox). UnifyCloud provides no representation or warranty AND EXPRESSLY DISCLAIMS ALL LIABILITY resulting from the transmission of Your Data over the internet or the handling, processing, use, storage, maintenance, transmission, of Your Data by and/or the other actions or omissions of such third party cloud services-provider(s). You understand and agree that the handling, processing, use, storage, maintenance, and transmission of Your Data by such third party cloud services-provider is specifically governed by the terms and conditions of such third party cloud services-provider and not these Terms.
10. Limitation of Liability
- You acknowledge that your use of the unifycloud platform and associated products are provided by unifycloud on an “as-is” basis and at your own risk. Unifycloud disclaims all liability to you or your authorized users, affiliates and customers that may result from such use and the use of any third party materials, including from any failure or malfunction of unifycloud’s platform, including the supporting infrastructure and services provided by third parties, as well as any misuse by your employees, contractors or other related third parties. Except as expressly set forth in section 8 hereof, any statements of fact, descriptions, projections, estimates or other statements expressed in these terms, any order form or statement of work, or otherwise by unifycloud in connection with the products shall not be deemed to constitute a warranty of the products or any part thereof.
- In no event shall either party be liable to the other for any loss of use, loss of profits, interruption of business, indirect, incidental, consequential, punitive, or special damages arising herefrom or related hereto in any causes of action of any kind, even if the party has been advised of the possibility of such damages or should have been aware of the possibility of such damages. Unifycloud’s aggregate liability to you for every reason under these terms shall be limited to the amount of fees and compensation actually paid by you to unifycloud pursuant hereto.
- You will defend, indemnify, and hold harmless UnifyCloud from and against any and all claims, losses, liabilities, damages, judgments, settlements, costs, and expenses (including attorneys’ fees, expert witness fees, and court costs) based upon, resulting from or related to: (i) any improper, illegal, or unauthorized use of the UnifyCloud Platform or any element thereof by you or your Authorized Users; or (ii) any breach of your representations, warranties or covenants under these Terms.
12. Confidentiality; Publicity
- By virtue of these Terms, the parties may have access to information that is confidential to one another, including but not limited to all information clearly identified as confidential at the time of disclosure (“Confidential Information”); however, a party’s Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (iv) is independently developed by the other party. Each party agrees not to disclose the other’s Confidential Information to any third party except in connection with a legal proceeding arising from or in connection with these Terms or to a governmental entity as required by law, and to use commercially reasonable measures to protect against the unauthorized disclosure or distribution of the disclosing party’s Confidential Information to any other person or entity. The receiving party shall only disclose the disclosing party’s Confidential Information to its own employees who have a need to know such information and never to a third party (including any subcontractor or consultant), except that UnifyCloud may disclose or distribute Confidential Information to its subcontractors and consultants in order for UnifyCloud to perform its obligations under these Terms, provided such subcontractor or consultant enters into a confidentiality and non-disclosure agreement with UnifyCloud with terms substantially similar to those set forth in this Section 12.
- Notwithstanding the foregoing, UnifyCloud reserves the right to identify you from time to time in its corporate communications, advertising and marketing materials, using the appropriate Trademarks and you hereby consent to UnifyCloud’s use of your Trademarks in this manner.
13. Term & Termination
- The Term for each Purchased Product shall be set forth in the Order Form, provided that if no Term is stated in the Order Form then the Term shall be one year, which shall automatically renew for additional, successive one-year terms, unless either party has terminated these Terms by giving notice of termination to the other party at least 30 days prior to the end of the then-current term. The pricing applicable during any such renewal terms shall be the same as that during the prior term unless UnifyCloud has provided you with written notice of a price increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective for the duration of the applicable renewal term. Upon termination of these Terms by you or by UnifyCloud, UnifyCloud may retain any payments and you shall pay UnifyCloud for any Fees owed up to the date of termination, together with all other amounts due hereunder. Any payments that have been received shall be credited against any such amounts due.
- UnifyCloud may suspend your rights to use the UnifyCloud Platform (in whole or in part), and/or terminate these Terms 15 days following UnifyCloud’s provision of notice to you, in accordance with the notice provisions set forth herein, if you are in default of any payment obligation with respect to any of the Purchased Products or if any payment mechanism you have provided to UnifyCloud is invalid or charges are refused for such payment mechanism, and you fail to cure such payment obligation default or correct such payment mechanism problem within such 15-day period.
- UnifyCloud may suspend or terminate your access to the Products upon written notice in order to: (i) prevent damage to or degradation of, UnifyCloud Platform; (ii) comply with any law, regulation, court order, or other governmental request or order which requires immediate action; or (iii) otherwise protect UnifyCloud from potential legal liability. If suspended, UnifyCloud will promptly restore use of the Products to you as soon as the event giving rise to the suspension has been resolved to UnifyCloud’s satisfaction.
- If you have purchased or paid for any Cloud Infrastructure Service through UnifyCloud, the termination or suspension of a Product provided hereunder also may result in termination or suspension of your Cloud Infrastructure Service. You must make separate arrangement with the provider(s) of any Cloud Infrastructure Service to continue such service following termination or suspension of a Product provided hereunder.
- The following Sections of these Terms shall survive any expiration or termination of the Products: 1, 6, 7, 9-12, and 14-18.
14. Export Compliance
- The Products and other technology made available by UnifyCloud and derivatives thereof may be subject to export and import laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit your Authorized Users to access or use any Product in a U.S.-embargoed country or in violation of any export or import law or regulation of any jurisdiction.
15. Dispute Resolution: Applicable Law
- These Terms shall be governed by the laws of the State of Washington, excluding its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. You agree that any claim or dispute you may have against UnifyCloud must be resolved by a federal or state court in the State of Washington and you hereby consent to the jurisdiction of such courts, The prevailing party in any dispute hereunder shall be entitled to recover from the other party its costs, expenses and reasonable attorneys’ fees (including any fees for expert witnesses, paralegals, in-house counsel, or other legal services providers).
- UnifyCloud may freely assign or delegate all rights and obligations under these Terms, fully or partially, with or without notice to you. UnifyCloud may also substitute, by way of novation, any third party that assumes our rights and obligations under these Terms.
17. Force Majeure
- If you or UnifyCloud cannot perform your or its respective obligations under these Terms because of any act of God, accident, strike, court order, fire, riot, war, failure of third-party equipment or any other cause not within the affected party’s reasonable control and that could not be avoided through the exercise of reasonable care and diligence (a “Force Majeure Event”), then the non-performing party will, if possible and reasonable, (a) promptly notify the other party, (b) take reasonable steps to resume performance as soon as possible, and (c) not be considered in breach during the duration of the Force Majeure Event. If a Force Majeure Event continues for five days, UnifyCloud may terminate your subscription to the Products and these Terms by providing electronic notice to you.
- Notices made by UnifyCloud for you or your Account specifically (e.g., notices of breach and/or suspension) will be provided to you via the email address provided to UnifyCloud in your registration for the Products or in any updated email address you provide to UnifyCloud in accordance with standard Account information update procedures UnifyCloud may provide from time to time. It is your responsibility to keep the email address current and you will be deemed to have received any email sent to any such email address, upon UnifyCloud sending of the email, whether or not you actually receive the email. Notices made by you to UnifyCloud may be sent from info@UnifyCloud.com.
19. Entire Agreement
- These Terms, along with the Terms of Service Privacy Addendum and any Order Form, constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms. If one or more of the provisions herein shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforcement of the remaining provisions shall not be affected or impaired.Upon a party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to these Terms.