Unito's Terms of Service

The terms and conditions stated herein (collectively the “Agreement”) constitute a legal agreement between you on behalf of the company or other legal entity that you specified (“you” or the “Client”) and Unito Inc. (the “Company” or “We” or “Unito”). The terms “you” or “Client” as used herein shall, unless the context otherwise reasonably requires, refers to both (A) the company or legal entity for the benefit of which the service is being provided (the “Business User”), and (B) the individual or individuals using the Website or Software (as defined below) as authorized or invited by such Business User. By accessing and using our Website or Software, you accept and agree to be bound by the terms and conditions of this Agreement, as well as the Company’s Privacy Policy available at https://unito.io/privacy/ (the “Privacy Policy“) and the Data Processing Addendum (the “DPA“) available at https://unito.io/security/dpa/. The Privacy Policy and the DPA are hereby incorporated into this Agreement. If you do not agree to abide by this Agreement, you cannot use the Website or Software.

If you obtain access to the Software through a Unito authorized distributor, you acknowledge that the agreement between Unito and such distributor requires the distributor to incorporate this Agreement into all order forms or agreements with clients, and you expressly agree that Unito will have the benefit of and right to enforce this Agreement against you. In the event any provision of this Agreement conflicts with a provision of an order form or other agreement between you and the authorized distributor with respect to the Software or other subject matter of this Agreement, the applicable provision of this Agreement shall control as between you and Unito, unless Unito expressly agrees otherwise in writing.

We may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes shall be effective: (i) thirty (30) days after Unito provides notice of the Changes, whether such notice is provided through the Website or Software or is sent to the email address associated with your account (if applicable); or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. If the modified terms are not acceptable to you, please cease accessing or using the Website or the Software prior to the end of the notice period.

The Software we provide is for commercial use only and is not intended for use by individual consumers. If you are an individual consumer, please do not use our Software. You represent and warrant that you will use our Software only for commercial use. You represent and agree that (i) your User Key (as defined below) is for, and held in the name of the Business User (and not any individual); (ii) such Business User has full legal capacity and is in good standing in the jurisdiction in which it is formed; (iii) you have full legal capacity and authority to bind yourself individually and such Business User to this Agreement; and (iv) each individual using the Website or Software shall remain vicariously liable and be required to comply with this Agreement even though the User Key may be held in the name of the Business User.

1. Definitions

“Confidential Information” means the term defined in Section 6.1 of this Agreement;
“Disclosing Party” means the term defined in Section 6.1 of this Agreement;
“Facilities” means any required hardware, telecommunications equipment, facilities and software required to access, interact with, and use the Software;
“Intellectual Property Right” means any right that is or may be granted or recognized under any U.S., Canadian or other countries’ laws or regulation for the recognition, registration, protection and enforceability of patents, copyrights, industrial designs, utility models, trademarks, service marks, trade names, inventions, intellectual property and industrial property, whether registered or unregistered;
“Party” means a party to this Agreement;
“Pricing Plan” means the term defined in Section 2.1 of this Agreement;
“Receiving Party” means the term defined in Section 6.1 of this Agreement;
“Software” means the Unito software provided to the Client on a software-as-a-service basis and, where applicable, as a downloadable application, providing two-way synchronization between various Third Party Apps;
“Term” has the meaning ascribed to it in Section 5.1 of this Agreement;
“Third Party Apps” means certain software (including where offered on a software-as-a-service basis), runtime libraries, files and code that are the property of third parties and which are specified by Unito to be compatible with the Software;
“Usage Data” means the information and data generated by the use of the Software;
“User Content” means the term defined in Section 2.4 of this Agreement;
“User Keys” means the user accounts and passwords used by the Client to access the functionalities of the Software or the Website; and
“Website” means the website(s) available at https://unito.io and any subdomain thereof, as well as any related websites operated by Unito.

2. Software and Website

Permitted Use
Subject to the terms and conditions of this Agreement, and in consideration of the payment of the applicable fees by the Client to Unito or to Unito’s authorized distributor of the Software, Unito grants to the Client a non-exclusive, non-transferable right to access and use the Website and the services of the Software during the Term for the usage level and Third Party Apps specified in the pricing plan selected by the Client amongst the pricing plans offered by Unito or Unito’s authorized distributor of the Software, as applicable (the “Pricing Plan”); it being understood that if the usage limitations are exceeded by the Client at any time, the Client will be automatically upgraded to the level in that Pricing Plan that corresponds to its usage of the Software.
Restrictions
The Client acknowledges and agrees to refrain from directly or indirectly (including through a third party): (i) selling, leasing, hypothecating or transferring all or part of its rights under this Agreement; (ii) decompiling, disassembling, reverse engineering, reconstituting or otherwise ascertaining the structure and components of the Software; (iii) providing, disclosing, or otherwise making the Software available to third parties other than in the context(s) described in this Agreement; and (iv) circumventing or disabling the Software’s or the Website’s security features.
Intellectual Property
The Client acknowledges and agrees that the Intellectual Property Rights related to the Software and the Website, including any content, information and other materials contained or included therein, with the exception of Client supplied content, is the exclusive property of Unito or its business partners and third-party licensors and shall remain under their respective ownership and control. The Client undertakes to refrain from taking, authorizing or taking part in any action whatsoever that jeopardizes the scope and validity of their Intellectual Property Rights. In addition to being subject to this Agreement, the Client may also be subject to terms of use and/or privacy policies of Unito’s third-party licensors when it accesses or uses the Website and/or Software. Please review such other terms of use and/or privacy policies carefully and contact the appropriate third parties for further information.
User Content and Suggestions
If the Client elects to display, post, submit or otherwise make available to others on the Website any content or works of authorship, including, without limitation, images, audio files, text, software or other materials (collectively, “User Content”), the Client hereby grants to Unito a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute such User Content in connection with the operation of the Website. In addition, the Client hereby grants to Unito a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Website or the Software any suggestions, enhancement requests, recommendations or other feedback provided by the Client to Unito that is related to the Website or the Software.

For the avoidance of doubt, any information or data from your accounts with Third Party Apps (i.e., Asana, Trello, Jira, etc.) that is passed through or is processed by Unito and which you do not make publicly available on the Website, is not User Content, and Unito does not receive any rights in such information or data other than to strictly perform for your benefit the functionalities of the Software.
Third Party Apps
The Client acknowledges that the Software functions by accessing one or more Third Party Apps in order to synchronize content found in such applications. As such your use of the Software is contingent on the Client’s continued compliance with the terms and conditions of such Third Party Apps. The Client acknowledges that Unito is not responsible or liable for the proper operation and maintenance of such Third Party Apps and that any dysfunction in such Third Party Apps or loss of functionality in such Third Party Apps will have a direct impact on the operation of the Software. Unito is not liable for interruptions, failures or loss of service related to the operation or maintenance of Third Party Apps. You are responsible for paying all fees associated to the use of the Third Party Apps and such fees are not included in the Pricing Plan. Please refer to the websites and terms and conditions of such Third Party Apps for information about such fees. The Client undertakes to provide valid credentials to Unito for the use of Third Party Apps. To the extent these credentials cease to be valid and are not updated in a timely manner by the Client, this will result in a loss of functionality and service of the Software, for which Unito will have no liability whatsoever.
Special Terms for U.S. Government Client
If the Client is an agency, department, or other entity of the United States Government, the Client agrees that the Website and the Software and any documentation provided by Unito are deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to Federal Acquisition Regulation, codified in Title 48 of the United States Code of Federal Regulations, Section 12.212, and Defense Federal Acquisition Regulation Supplement, codified under Chapter 2 of Title 48, United States Code of Federal Regulations, Section 227.7202. Any use, duplication, reproduction, release, modification, performance, display, disclosure, or transfer of the Website, the Software, or the documentation by the United States Government is governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement.

3. Services Provided

Services of the Software
Subject to the terms and conditions provided herein, Unito shall procure and maintain the Client’s access to and use of the Software during the Term on a software-as-a-service basis, save for any downloadable applications that may be put out from time to time by Unito.
Technical Restrictions
Unito reserves the right to impose certain technical limitations on the use of the Software, in order to avoid excessive use that will overload the system such as rate limits on the frequency of synchronisation, amount of data transported, and other similar restrictions to the extent reasonably necessary to maintain an adequate level of service for all users.
Interruptions
The Client acknowledges that the operation of the Software is dependent on maintaining adequate Internet connectivity. Unito is not liable for interruptions related to disruptions in Internet connectivity. The operation of the Software may be suspended by Unito from time to time for any maintenance that may be required to ensure that Unito’s components forming part of the Software are running smoothly and interact properly with Third Party Apps. Should the operation of the Software be interrupted for maintenance, Unito shall take commercially reasonable measures to ensure that the Client is informed of the interruption and may prepare sufficiently in advance so as to avoid disrupting its activities. The Client acknowledges that in certain cases, particularly with respect to the installation of security upgrades, it may not be possible for Unito to provide prior notice to the Client and Unito shall not be liable to the Client for any disruptions resulting thereof.
Technical Support
Unito shall use commercially reasonable efforts to respond to the Client’s support requests. Email and in-app chat support’s availability depends on the Client’s Pricing Plan.
Illegal Usage of the Software or the Website
The Client must not use the Software or the Website in any manner that is unlawful (including by accessing or using the Software or the Website from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, pornographic, obscene, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (this includes the posting of any material that depicts, encourages, indicates, advocates or tends to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others. We may immediately, without notice, suspend your use and access to the Software if we receive notice or we otherwise determine, in our reasonable discretion, that you may be using the Software or the Website in a manner contrary to this Agreement. You are prohibited from violating or attempting to violate the security of the Website, Software or the Company’s system or network security, including, without limitation, the following: (i) accessing data not intended for the Client, or gaining unauthorized access to an account, server or any other computer system; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (iii) impairing the proper operation of the Website or Software; (iv) attempting to interfere with the function of the Website or Software, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (v) attempting to gain or to permit others to gain unauthorized access to the Website or Software or its related systems or networks.
Monitoring Use of the Website or Service
Unito reserves the right, but does not undertake the obligation, to monitor use of the Website or Software, and to investigate and take appropriate legal action against any person that uses the Website or the Software in violation of this Agreement or applicable law.
Hosting of Usage Data
Unito shall host the Usage Data itself or shall retain a third party to host the Usage Data during the Term. Unito shall take commercially reasonable security measures consistent with industry practices to protect the Usage Data from unauthorized access or disclosure. Unito is not responsible for security within the environment of the Third Party Apps. Unito does not provide back-ups of Usage Data or of content transferred from one Third Party App to another.
Personal Information
The Client shall comply with all applicable legislation and regulations pertaining to personal information in its use of the Software and Website. Except as expressly specified herein, Unito undertakes to use the Usage Data collected in the context of this Agreement solely for the purpose of performing this Agreement. It is acknowledged and agreed that Unito may compile, retain and use for any purpose aggregated information derived from the Usage Data so long as it does not reveal any information specific to the Client or any one of its users.

4. Client responsibilities

Facilities
The Client shall procure and maintain at its expense the Facilities. The Client acknowledges that Unito is not responsible for inspecting or maintaining the Facilities and shall not be liable for failures of the Facilities. The proper operation of the Software and Website requires that the Facilities be at all times in good working order and the Client acknowledges that any failure of the Facilities will have an adverse impact on the operation of the Software and Website.
User Keys
The Client shall preserve the confidentiality of User Keys that may be provided to it in connection with the use of the Software and the Website. The Client acknowledges that the purpose of the User Keys is to reserve access to the components of the Software and Website provided by Unito and to protect the integrity and availability thereof. The Client shall be fully responsible for the use made of the User Keys and for the safekeeping of those it has received or that it controls or has access to. Should the Client become aware of any unauthorized access to the Software or Website, it shall promptly inform Unito thereof in writing.
Export Control
Export or use of the Software, Website or content transferred using the Software or the Website may be subject to restrictions or to obtaining approvals or permits required by applicable export control laws and regulations. The Client shall at all times comply with such export laws and regulations, namely the Client shall not export or re-export, directly or indirectly, the Software or its technology and its technical data under this Agreement to any country, entity or individual whereto exportation or re-exportation is prohibited under applicable export control laws and regulations.
Fees
In consideration of the provision of the Software by Unito, the Client shall pay the applicable fees to Unito or to Unito’s authorized distributor of the Software, as applicable. Fees vary depending on the Pricing Plan that the Client selected and the level of usage within such Pricing Plan. If the Client exceeds the usage level selected in the Pricing Plan at any time, it will be automatically upgraded to the level that corresponds to its usage of the Software. All fees are non-refundable, exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Client shall be responsible for payment of all such taxes, levies, or duties. Unless otherwise provided in the Pricing Plan, fees are payable at the beginning of each service period. Unito may modify the Pricing Plan from time-to-time in its sole discretion. Unito will provide the Client with notice of the proposed modifications to the Pricing Plan by posting a new version of the Pricing Plan on its Website or in its Software, or by sending an email to the address associated with the Client’s account (if applicable). The modifications will take effect thirty (30) days after the date that such new version was posted or emailed. During the notice period, the previous version of the Pricing Plan will continue to apply. If you have obtained access to the Software or Website via an authorized distributor of the Software, applicable fees for your use of the Software will be charged by and payable to such distributor. Your failure to pay the fees to Unito or the authorized distributor, as applicable, in a timely manner will result in the termination of this Agreement.
Publicity
You agree that by using the Software, you are providing your consent for Unito to use your company name, logos, and/or other marks to identify you as a customer on our website and/or other promotional, sales, or marketing materials. Unito will comply with your brand guidelines, if provided. You may request that we cease such use by emailing legal@unito.io at any time.

5. Term and Termination of Agreement

Term
The term of this Agreement shall be the same duration as the term of the selected Pricing Plan (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods of the same duration as the Initial Term (each, a “Renewal Term”), unless a Party provides written notice to the contrary to the other Party at least ten (10) days prior to the end of the Initial Term or the then-current Renewal Period. The Initial Term, together with Renewal Terms, if any, shall be referred to as the “Term” and the Term shall be subject to any early termination rights set forth in this Agreement. The Client hereby waives the benefit of Article 2125 of the Quebec Civil Code.
Termination
Either Party shall be fully entitled to terminate this Agreement on simple written notice to the other Party under the following circumstances:
1. if the other Party fails to honour its obligations hereunder and does not remedy same within a period of thirty (30) days following receipt of a written notice of such default from the non-breaching Party;
2. if the other Party makes an assignment of its property for the benefit of its creditors, becomes insolvent, goes bankrupt, or if a receiving or winding-up order is issued against the other Party, a receiver or other such officer is appointed to manage all or part of its property, or if the other Party attempts to avail itself of any legislation governing insolvency, bankruptcy or arrangements with creditors; or
3. if the other Party, other than in the context of a corporate restructuring, liquidates its business or all or a substantial portion of its assets, or dissolves its corporate body.
Effects of Termination or Expiration
All licenses and rights to use the Website and the Software shall expire concurrently upon the expiration or termination of this Agreement, regardless of the reason for the termination hereof, and no right to use or other rights provided for herein shall subsist for the Client. All provisions of this Agreement which by their nature should survive termination or expiry of this Agreement will so survive.

6. Confidentiality

Throughout the performance of this Agreement, one Party (the “Disclosing Party”) may provide or authorize the other Party (the “Receiving Party”) to access certain of its confidential information (hereinafter the “Confidential Information”). Confidential Information shall include, without limitation, lists of end users or customers and information thereon, User Keys, marketing plans, proposals, contracts, technical and/or financial information, databases, software, trade secrets, know-how and other intellectual property. The Receiving Party acknowledges and agrees that the Confidential Information is and shall remain the property of the Disclosing Party and may under no circumstances be used to the detriment of the Disclosing Party. The Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was known by the Receiving Party through lawful means prior to the disclosure thereof by the Disclosing Party, as evidenced by written records; or (iii) was made available to the Receiving Party by a third party that was legally in possession thereof and was free to disclose same.
The Receiving Party shall preserve the confidentiality of any Confidential Information and shall refrain from using or disclosing same other than for those purposes that have received the prior approval of the Disclosing Party and except as otherwise permitted under this Agreement. This said, the Receiving Party may disclose the Confidential Information if such disclosure is required by law or a court order, provided that the Receiving Party gives the Disclosing Party enough advance warning of this requirement so as to give the latter enough time to adopt whatever measures may be needed to avoid or limit the disclosure.
The Receiving Party shall safeguard the Disclosing Party’s Confidential Information from disclosure using efforts no less commensurate with those Receiving Party employs for protecting the confidentiality of its own Confidential Information but in no event less than reasonable care.
Upon written request, the Receiving Party shall immediately return or, at the option of the Disclosing Party, destroy the Confidential Information of the Disclosing Party. Moreover, at the request of the Disclosing Party, the Receiving Party shall certify, by means of an affidavit or solemn declaration, that all of the Confidential Information has been so returned or destroyed, as the case may be. This Section 6.4 shall not prevent the retention and use by Unito of aggregated information derived from Usage Data as provided above.

7. Representations and Warranties

Except as otherwise expressly specified in this Agreement, the Software and Website provided by Unito and the services provided pursuant to this Agreement are provided by Unito on an “as is” and “as available” basis, without any explicit or implicit representation, condition or warranty whatsoever, including, without limitation, any warranty as to condition, uninterrupted use and non-infringement. Unito does not warrant that the Software and Website provided by Unito and the services provided pursuant to this Agreement will meet the specifications and expectations of the Client.
The Client represents and warrants to Unito that its use of the Software and Website shall comply with all applicable laws, guidelines and regulations as well as the terms and conditions of this Agreement.

8. Indemnification and Limitation of Liability

The Client agrees to indemnify, defend, save and hold harmless Unito, its successors and assigns, as well as their respective directors, officers, employees and representatives (each, a “Unito Indemnified Party”) from and against any and all liabilities, losses, judgments, damages, expenses, costs (including, without limitation, reasonable legal fees and court costs), fines, penalties and interest, of every nature whatsoever (collectively, “Losses”) suffered or incurred by the Unito Indemnified Party due to any and all claims, demands, suits, actions or causes of action (each, a “Claim”) resulting from or arising out of: (i) any breach of a law, regulation, decision, rule, code of conduct, or guideline issued by a federal, provincial, or state government or any government agency or body arising out of the Client’s access and use of the Website or the Software; (ii) any data, information or material input or used by the Client in connection with the Website or Software; (iii) from the business activities carried on by the Client in connection with the Software or Website; or (iv) its breach of any of its obligations, representations and warranties under this Agreement. The Unito Indemnified Party shall give prompt written notice to the Client of the Claim to which such indemnification applies and shall cooperate in the defense or settlement of such Claim. Notwithstanding the foregoing, the Unito Indemnified Party shall have the right to participate to the defense of a Claim at its own expense with counsel of its own choosing. Neither Party shall agree to the settlement of any Claim without having obtained the prior written consent of the other Party, whose consent shall not be unreasonably withheld, delayed, or conditioned.
Under no circumstances shall Unito (including, where applicable, its subsidiaries and parents, as well as its shareholders, directors, officers, employees, subcontractors, and job applicants) be held liable to the Client or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages, including, without limitation, any loss of profits or other economic losses, regardless of the cause or form of action (including breach of contract, fault or negligence), even if Unito was aware of the possibility that such damage might occur. With the exception of any liability that cannot by law be contractually set aside, under no circumstances shall Unito’s aggregate liability under this Agreement exceed the payments received by Unito for the Client’s use of the Software hereunder during the twelve months prior to any claim for such damages. The occurrence of filing of multiple claims shall not increase this amount. The Client hereby explicitly releases Unito from any liability beyond such limit.

9. Miscellaneous

This Agreement (including the Privacy Policy and the DPA incorporated therein), the Pricing Plan and any written amendment hereto shall constitute the entire agreement between the Parties and shall supersede and replace any other written or verbal agreement regarding the subject matter hereof.
This Agreement shall be deemed entered into in Montréal, Canada, and shall be governed by and interpreted in accordance with the laws applicable in the province of Québec, Canada, without regard to conflict of law rules. The Parties hereby irrevocably submit to the exclusive personal jurisdiction of the courts located in the judicial district of Montréal, province of Québec, to hear any dispute relating to this Agreement.
The Parties both recognize their respective status as independent contractors and mutually agree that their business relationship shall not be construed as a joint venture, partnership or any other type of legal entity whatsoever.
The Client may not assign or otherwise transfer to a third party all or part of its rights hereunder without obtaining the prior written consent of Unito. Unito may assign or otherwise transfer to a third party all or part of its rights hereunder without restriction.
This Agreement shall be binding upon and enure to the benefit of the Parties hereto as well as their respective successors and authorized assigns.
If any provision of this Agreement, or portion thereof, is determined by applicable law or a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the remaining provisions of this Agreement, and each provision is hereby declared to be separate, severable and distinct.
You confirm and acknowledge that the French version of this Agreement was provided or offered to you and that you expressly requested to receive this Agreement in English. The Parties therefore acknowledge that this document and any related documents are or will be exclusively drawn up in English. Vous confirmez et reconnaissez qu’une version française de ce contrat vous a été remise ou offerte par Unito et que vous avez expressément exigé de recevoir une version de ce contrat en anglais. Les Parties reconnaissent par conséquent que ce document et tous les documents s’y rattachant sont ou seront rédigés exclusivement en anglais.

Last Update of this Agreement: July 30, 2025.