Unito Software Development Kit Agreement

This Software Development Kit Agreement (this “Agreement”) is entered into between you and Unito Inc. (“Unito”).

  1. Introduction

The Unito software development kit (the “SDK”) includes a developer web portal, API specifications, client libraries, as well as debugging, testing and utility packages, and is licensed to you subject to the terms of this Agreement.

  1. Accepting this Agreement
    1. By downloading or using the SDK (or any portion of it), you agree to the terms and conditions of this Agreement.
    2. You may not use the SDK if you do not accept this Agreement.
    3. You may not use the SDK and may not accept the Agreement if you are a person barred from receiving the SDK under the laws of Canada or other countries including the country in which you are resident or from which you use the SDK.
    4. If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the necessary authority, you may not accept the Agreement or use the SDK on behalf of your employer or other entity.
  2. SDK License
    1. Subject to your compliance with the terms of this Agreement, Unito grants you a limited, personal, revocable, non-assignable, non-exclusive and non-sublicensable license to use the SDK solely to develop connector software (“Connectors”) that can be used to sync data to and from other platforms and systems using Unito’s software as a service platform, as further described in the SDK documentation.
    2. For clarity, but without limiting the general application of the restrictions in this Agreement; you may not use this SDK to develop Connectors or any other software for networks or platforms that are not included in the SDK documentation or to develop another SDK.
    3. You agree that Unito owns all legal right, title and interest in and to the SDK, including any Intellectual Property that subsist in the SDK. Unito reserves all rights not expressly granted to you under this Agreement.
    4. You may not use the SDK for any purpose that is not expressly permitted by this Agreement. Except to the extent required by applicable third party licenses, you may not: (i) copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble or create derivative works of the SDK or any part of the SDK; or (ii) load any part of the SDK on to any other hardware device except a personal computer under your control, combine any part of the SDK with other software, or distribute any documentation, software or device incorporating a part of the SDK.
    5. Use, reproduction and distribution of components of the SDK licensed under an open source software license are governed solely by the terms of that open source software license and not this Agreement.
    6. You agree that: (i) the form and nature of the SDK that Unito provides may change without prior notice to you and that future versions of the SDK may be incompatible with  Connectors developed on previous versions of the SDK; and (ii) Unito may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at Unito’s sole discretion, without prior notice to you.
    7. Nothing in this Agreement gives you a right to use any of Unito’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
    8. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.
  3. Use of the SDK
    1. Unito agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any Connectors that you develop using the SDK, including any intellectual property rights that subsist in those Connectors.
    2. You agree to use the SDK to develop Connectors only for purposes that are permitted by (i) this Agreement and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from Canada, the United States or other relevant countries).
    3. You agree that if you use the SDK to develop Connectors for general public users, you will protect the privacy and legal rights of those users. If your Connector stores personal or sensitive information provided by users, it must do so securely. 
    4. You agree that you will not engage in any activity with the SDK, including the development or distribution of a Connector, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any person including, but not limited to, Unito or any third party applications.
    5. You agree that you are solely responsible for (and that Unito has no responsibility to you or to any third party for) any data, content or resources that you create, transmit or display through any Connectors created using the SDK, and for the consequences of your actions (including any loss or damage which Unito may suffer) by doing so.
    6. You agree that you are solely responsible for (and that Unito has no responsibility to you or to any third party for) any breach of its obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Unito or any third party may suffer) of any such breach.
  4. Developer Credentials

You agree that you are responsible for maintaining the confidentiality of (and not sharing with any other person) any developer credentials that may be issued to you by Unito or which you may choose itself and that you will be solely responsible for all Connectors that are developed under your developer credentials.

  1. Information Use
    1. In order to continually innovate and improve the SDK and Unito’s products and business, Unito may collect usage statistics from the SDK including but not limited to a unique identifier, associated IP address, version number of the SDK, and information on which tools and/or services in the SDK are being used and how they are being used (the “Usage Information”). For clarity, the Usage Information will not include content-type data.
    2. The Usage Information will be rendered by the SDK software into a file and from time to time this Usage Information will be pushed from your installed SDK software to Unito.
    3. Any personal information that might be collected through the collection of Usage Information to improve the SDK or Unito’s products or business is maintained in accordance with Unito’s Privacy Policy located at https://unito.io/privacy/.
  2. Third Party Applications
    1. If you use the SDK to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that Unito is not responsible for those applications, data, content or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that Unito is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content or resources.
    2. The data, content and resources presented to you through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data, content or resources (either in whole or in part) unless you has been specifically given permission to do so by the relevant owners.
    3. You acknowledge that your use of such third party applications, data, content or resources may be subject to separate terms between you and the relevant third party. In that case, this Agreement does not affect your legal relationship with these third parties.
  3. Using Unito APIs
    1. If you use any API to retrieve data from Unito, you acknowledge that the data may be protected by intellectual property rights which are owned by Unito or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional terms and conditions under a separate contract. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant terms and conditions under a separate contract.
    2. If you use any API to retrieve a user’s data from Unito, you acknowledge and agree that you shall retrieve data only with the user’s explicit consent and only when, and for the limited purposes for which, the user has given you permission to do so.
  4. Term and Termination
    1. This Agreement and the license to the SDK granted hereunder will remain in effect until terminated in accordance with this Section 9.
    2. You may, at any time, terminate this Agreement by ceasing your use of the SDK and any relevant developer credentials.
    3. Unito may, at any time, terminate this Agreement if: (i) you have breached any provision of this Agreement; (ii) Unito is required to do so by law; (iii) Unito decides to no longer provide the SDK or certain parts of the SDK to users, either generally or in your geographic area; or (iv) the provision of the SDK or certain SDK services to you by Unito is, in Unito’s discretion, no longer in Unito’s interest.
    4. Upon any expiration or termination of this Agreement, you will immediately cease any and all use of the SDK. 
    5. Sections 6, 7, 9(d), 9(e), 10, 11, 12 and 14 shall survive the termination or expiry of this Agreement.
  5. DISCLAIMER OF WARRANTIES
    1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM UNITO OR ANY THIRD PARTY.
    2. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED OR GENERATED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
    3. UNITO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  6. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNITO, ITS AFFILIATES AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT UNITO OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT OR SIMILAR STYLE CLAIM.

  1. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Unito, its affiliates and their respective directors, officers, employees, agents and licensors from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the SDK, (b) any Connector you develop using the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this Agreement.

  1. Changes to the Agreement

Unito may make changes to this Agreement as it distributes new versions of the SDK. When these changes are made, Unito will make a new version of the Agreement available on the website where the SDK is made available. If you elect to use such newer versions of the SDK, you will be bound by the new Agreement.

  1. General
    1. This Agreement constitutes the whole legal agreement between you and Unito and governs your use of the SDK (excluding any services which Unito may provide to you under a separate written agreement), and completely replaces any prior or other agreements between you and Unito in relation to the SDK (and the other matters under this Agreement).
    2. You agree that if Unito does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Unito has the benefit of under any applicable law), this will not be taken to be a formal waiver of Unito’s rights and that those rights or remedies will still be available to Unito.
    3. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
    4. No other person or company shall be a third party beneficiary to this Agreement.
    5. THE SDK MAY BE SUBJECT TO CANADIAN AND OTHER COUNTRIES’ EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
    6. The rights and obligations under this Agreement may not be assigned, sublicensed or transferred by you without the prior written approval of Unito, which may be withheld for any reason.
    7. This Agreement, and your relationship with Unito under this Agreement, shall be governed exclusively by the laws of the Province of Ontario without regard to its conflict of laws provisions, and the applicable federal laws of Canada therein. You and Unito agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that Unito shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.