Unizin Data Platform - ToU

UDP Terms of Use

THESE UDP TERMS OF USE (“TOU”) FORM A LEGAL AGREEMENT BETWEEN YOU, THE END USER (“You” or “User”) AND UNIZIN, LTD. (“Unizin,” “We,” or “Us”) THAT APPLIES EACH TIME YOU USE OR ACCESS THE UNIZIN DATA PLATFORM (the “Platform”). YOU SHOULD THEREFORE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS AS THEY GOVERN YOUR USE OF THE PLATFORM AND ITS FUNCTIONALITY. IN PARTICULAR, THIS TOU CONTAINS AN ARBITRATION PROVISION THAT WAIVES YOUR RIGHT TO A COURT HEARING AND/OR A JURY TRIAL. IF YOU DO NOT AGREE WITH THIS TOU, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PLATFORM AND ARE INSTRUCTED TO EXIT THE PLATFORM IMMEDIATELY.

License Grant and Restrictions

This TOU provides to You a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use and access the Platform solely for Your internal business use as specifically described herein and in the Platform, conditioned on Your continued compliance with this TOU.

When using the Platform in accordance with the foregoing license, You shall not directly or indirectly (a) use the Platform to create any service, software or documentation that performs substantially the same functionality as the Platform, (b) disassemble, decompile, reverse-engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Platform or any of its components, (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use the Platform in any service bureau arrangement or otherwise for the benefit of any third party, (d) adapt, combine, create derivative works of or otherwise modify the Platform, (e) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Platform, (f) use or access the Platform for any unlawful, fraudulent, deceptive, malicious, or otherwise harmful or injurious purpose, (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Platform or accompanying documentation, or (h) use the Platform in any manner which could damage, disable, overburden, or impair the Platform or interfere with any third party’s authorized use of the Platform.

User Obligations

You represent that You are at least eighteen (18) years of age or the legal age of majority in Your jurisdiction (whichever is greater) and will, at all times, provide true, accurate, current, and complete information (for which You have all necessary rights, permission(s), or authority to provide) when submitting information through the Platform. In addition, You are responsible for compliance with all applicable laws, rules, and regulations with respect to Your use of the Platform (including use of any permitted copies of the Platform materials and information). If You access the Platform on behalf of any organization, Your organization shall be bound to this TOU and be liable for any breach by You. You represent that You have all rights, power, and authority to agree to this TOU on behalf of Your organization.

The Platform is not intended for use or access by any individual under the age of thirteen (13) years, and Unizin does not knowingly or intentionally collect personal information from such individuals in any medium.

Privacy

You understand, acknowledge, and agree that the operation of certain features of the Service may require or involve the submission, use, and dissemination of various items of personally identifiable information, including without limitation personal contact information. Please refer to the Unizin Data Platform Privacy Policy (as updated from time to time), for a summary of Unizin’s policies and use practices regarding personally identifiable information.

Electronic Communications

Unizin may send emails to You concerning Your use of the Platform via the email address provided via your registration with the third-party service incorporating the Platform’s functionality. You consent to receive such electronic communications and You agree that all such email communications constitute valid legal notices satisfying any requirement that such notices be in writing.

Registered Use

You may be required to register to use the Platform or certain features of the Platform, whether with Unizin or with the third-party provider whose service incorporates the Platform’s functionality. Each registration is for a single user only, unless otherwise expressly agreed in writing by Unizin. You represent and warrant that the information You submit for registration is complete, true, accurate, and current in all respects. You must maintain and promptly update Your submitted account information to ensure that such information is complete, true, accurate, and current. Unizin reserves the right to suspend, terminate, or otherwise discontinue Your access to the Platform if Unizin has reasonable grounds to suspect that any information You have submitted is untrue, inaccurate, not current, or incomplete, or that Your use of the Platform is in violation of applicable law, regulation, or this TOU.

Links to Third-Party Sites and Services

You may access or use the Platform as part of your access to a separate third-party service utilizing the Platform’s functionality, and certain services, features, or components made available via the Platform may be delivered by third-party providers. By using any product, service, or functionality originating from the Platform, You hereby acknowledge and consent that Unizin may share such information and data with the applicable third-party provider as may be required to enable and facilitate the requested third-party product, service, or functionality via the Platform. You further represent and warrant that you are and will be at all times in full compliance with the terms and conditions imposed by any third-party provider of the service incorporating the Platform’s functionality. Unizin shall have no responsibility or liability hereunder for any contract or other legal terms between you and a third party, including without limitation any terms governing your use of or access to any third-party platform, application, product, or service (notwithstanding its incorporation of or interoperability with the Platform or any component, feature, or functionality thereof).

Third-Party Terms and Conditions

Additional notices, terms, and conditions may apply to products, services, receipt of (or access to) certain materials, participation in a particular program, and/or to specific portions or features of the Platform, including without limitation the terms of third-party digital marketplaces and/or Your accounts with third-party providers. Without limitation of the foregoing, You hereby agree that (a) this TOU operates in addition to any terms of use imposed or required by any such third-party provider; and (b) the terms of this TOU supplement and do not alter or amend any such third-party terms of use.

Proprietary Rights

All content included as part of the Platform, such software, code, applications, or other proprietary materials used on or integrated with the Platform, are the property of Unizin or its applicable third-party licensors, and are protected by copyright and other laws governing intellectual property and proprietary rights. Unizin reserves all rights in the Platform not expressly granted herein.

You agree that You do not acquire any ownership rights in any part of the Platform under this TOU or through Your use of the Platform. Unizin does not grant You any rights or licenses, express or implied, to any intellectual property hereunder except as specifically authorized by this TOU.

Indemnification

You agree to indemnify, defend and hold harmless Unizin and its officers, directors, employees, agents, successors, and assigns from and against any losses, costs, liabilities, damages, and expenses (including reasonable attorney's fees) relating to or arising out of Your violation of (a) this TOU, (b) any personal or proprietary rights of a third party, or (c) any applicable laws, rules, or regulations. Unizin reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Unizin in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning this TOU, or any provisions hereof, whether arising in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved exclusively through final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered under the Commercial Arbitration Rules of the American Arbitration Association. The exclusive site of such arbitration shall be in Travis County, Texas. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. The prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the arbitrator. This arbitration provision shall survive the termination of this TOU for any reason. Notwithstanding the foregoing, Unizin may bring a claim for injunctive relief against Your violation of this TOU in any court of competent jurisdiction.

Disclaimers and Excluded Liability

UNIZIN DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND UNIZIN HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, UNIZIN EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY MATERIALS, PROGRAMS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE PLATFORM, AND YOU AGREE THAT UNIZIN SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY DEALINGS BETWEEN YOU AND A THIRD PARTY.

IN NO EVENT SHALL UNIZIN BE LIABLE HEREUNDER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY: (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS AND/OR GOODWILL, EVEN IF SUCH DAMAGES WERE REASONABLY FORSEEABLE OR IF UNIZIN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNTS PAID BY YOU TO UNIZIN HEREUNDER DURING THE THREE (3) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM OR CAUSE OF ACTION GIVING RISE TO SUCH DAMAGES FIRST ACCRUED. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE INSUFFICIENCY OR FAILURE OF ANY REMEDY PROVIDED HEREIN.

Term, Termination, and Suspension

This TOU takes effect (or re-takes effect) at the moment You first access or use the Platform. Unizin reserves the right at any time and on any grounds, including without limitation any reasonable belief of fraudulent or unlawful activity, to deny Your access to the Platform or to any portion thereof in order to protect its name and goodwill, its business, the security and stability of the Platform, and/or the rights of others. This TOU terminates automatically if You fail to comply with any provision hereof, subject to the survival rights of certain provisions identified below. You may also terminate this TOU at any time by ceasing to use the Platform, but each re-access or renewed use of the Platform will reapply the TOU to You. Upon termination or expiration of the TOU for any reason, all licenses granted by Unizin hereunder shall immediately terminate, and You must immediately cease all use of the Platform. The provisions of this TOU concerning Unizin’s proprietary rights, disclaimers of warranty, limitations of liability, waiver and severability, entire agreement, indemnification rights, arbitration, injunctive relief, and governing law will survive the termination of this TOU for any reason.

Unizin reserves the right, in its sole discretion, to terminate or suspend Your access to the Platform or any feature or portion thereof at any time, without notice to You, if Unizin reasonably determines or suspects that You are in violation of this TOU.

Governing Law

This TOU is governed by the laws of the State of Texas, United States of America, without reference to its principles of conflict of laws. The Platform may not be used or accessed from or in any jurisdiction that does not give effect to all provisions of this TOU, including without limitation this paragraph.

Independent Contractors

The relationship between You and Unizin under this TOU is that of independent contractors, and nothing herein or in Your use of the Platform shall be construed as creating any joint venture, partnership, employment, or agency relationship.

Security and Compliance

Company reserves the right to view, monitor, and record Your activity on the Platform without notice or permission from You. Unizin’s provision of the Platform is subject to existing laws and legal process, and nothing contained herein shall restrict or reduce Unizin’s ability to comply with governmental, court, and law enforcement requests or requirements involving Your use of the Platform or information provided to or gathered by Unizin with respect to such use.

Export Controls

You represent and warrant that You are not: (a) located in a country that is subject to a U.S. government embargo; or (b) listed on any U.S. government list of prohibited or restricted parties. You hereby agree that (i) You will comply with all applicable sanctions and export control laws, and (ii) You are solely responsible for ensuring that the Platform is used, disclosed, and/or accessed only in accordance with all applicable sanctions and export control laws.

Severability and Waiver

If any part of this TOU is determined to be invalid or unenforceable pursuant to court order or other operation of applicable law, such provision shall be deemed severed from this TOU, and the remainder of this TOU shall continue in full force and effect to the maximum extent permitted under applicable law.

Failure to insist on strict performance of any of this TOU will not operate as a waiver of any subsequent default or failure of performance. No waiver by Unizin of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

Injunctive Relief

You acknowledge that any breach, threatened or actual, of this TOU would cause irreparable injury to Unizin not readily quantifiable as money damages, such that Unizin would not have an adequate remedy at law. You therefore agree that Unizin shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any such breach of Your obligations, without the necessity of posting bond or other security.

Changes to Terms

Please note that Unizin reserves the right to change the terms and conditions of this TOU by posting a revised set of terms or mailing and/or e-mailing notice thereof to You. In addition, Unizin may add, modify, or delete any aspect, component, or feature of the Platform, but Unizin is not under any obligation to add any upgrade, enhancement, or modification. Your continued use of the Platform following any announced change will be deemed as conclusive acceptance of any change to the TOU. Accordingly, please review the TOU on a periodic basis.

Contact Us

If You have any questions or comments regarding this TOU, please contact Unizin at: [e-mail]