Term of Use
We may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after Unito provides notice of the Changes, whether such notice is provided through the Website, Application or the Services, is sent to the email address associated with your account (if applicable) or otherwise; 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. Please note that the last update was performed on November 16, 2015. If the modified terms are not acceptable, please do not access or use the Website, Application or Services.
- “Application” means the mobile and web applications of the Company;
- “Service(s)” means Unito’s content and data linking platform and related services;
- “Third Party Content” means information and materials contained on the Website, Application and Services provided to Unito by third parties;
- “Unito Content” materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Website, Application or Services;
- “User” means a person who accesses the Website or Application or uses the Services;
- “User Content” means any content or works of authorship, including, without limitation, text, graphics, images, software, video, information, links and other displayed, posted, submitted or otherwise made available to others on the Website, Application or Services;
- “Website” means unito.io and any subdomain of unito.io, such as www.unito.io; and
- “Website Content” means Unito Content and Third Party Content;.
User Account Registration and Password
- Account Registration and Use License: In order to access and use all of the features of the Service, you are required to open an account (“User Account”) by registering with Unito. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of this Agreement, Unito hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or Unito elect to terminate such right in accordance with this Agreement.
- Passwords: You will require a password to log-in to the Website, Application or Services. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Unito of any suspected or actual unauthorized use of your User Account. You agree that Unito will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.
Representations and Warranties by User
By using the Website, Application or Service, you expressly represent and warrant that you are legally entitled to enter into this Agreement. If you reside in a jurisdiction which restricts the use of the Website, Application or Service because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Website, Application or Service. Without limiting the foregoing, the Website, Application and Service are not available to persons under the age of 18. By using the Website, Application or Service, you represent and warrant that you are at least 18 years old. By using the Website, Application or Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. When using the Website, Application or Service, you agree to comply with all applicable laws of the nation, the country, state, province and city in which you are present while using the Website, Application or Service.
By using the Website, Application or Service, you agree that:
- You will only use the Website, Application or Service for lawful purposes. You will not use the Website, Application or Service for any illegal or immoral purposes, including but not limited to pornography, drug use, gambling or prostitution, or any other purpose reasonably likely to reflect negatively on the Company.
- You will not post any (i) information which is incomplete, false, inaccurate or not your own, (ii) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (iii) material that infringes on any other intellectual property, privacy or publicity right of another, (iv) advertisement, promotional materials or solicitation related to any product or service that is competitive with Unito products or services or (v) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses;
- You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Service.
- You will not impersonate another person;
- You will not engage in or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, provincial, state, national or international law or regulation, or which fails to comply with accepted Internet protocol;
- You are prohibited from violating or attempting to violate the security of the Website, Application or Service or the Company’s system or network security, including, without limitation, the following: (i) accessing data not intended for Users, 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, Application or Service; (iv) attempting to interfere with the function of the Website, Application or the Service, 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; (v) attempt to gain or to permit others to gain unauthorized access to the Website, Application or Service or its related systems or networks; or (vi) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of the Website, Application or Service or Unito’s system or network security may result in civil or criminal liability.
- When submitting User Content to or otherwise using the Website, Application or Services, you agree not to post or transmit to or from the Website, Application or Services: (i) any unlawful, hateful, racially or ethnically offensive, threatening, libelous, defamatory, obscene, pornographic, or other User Content that would violate rights of publicity and/or privacy or that would violate any law; (ii) any User Content that infringes, misappropriates or violates any third party rights, including but not limited to copyright, trademark, patent right or other proprietary right of any third party; (iii) any falsehoods or misrepresentations that could damage us, our users or any third party; (iv) any private information concerning another person, such as their address, phone number, email address, and similar information without their permission; (v) anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals; (vi) anything which solicits a user’s password or other account information; (vii) anything which harvests user names, addresses, or email addresses for any purpose; and (viii) any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems. The above list is an example only and is not intended to be complete or exclusive.
Restrictions and Copyright Policy
No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Company or its licensors.
Intellectual Property Ownership
- Unito Content and Feedback: The Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Website, Application, Services, Unito Content and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website and Application (collectively “Feedback”). You are not required to provide any Feedback to the Company. To the extent you do provide any Feedback to the Company, you agree to assign and hereby do assign to the Company all right, title and interest in and to such Feedback, and you do hereby waive and renounce any moral rights you may have in the Feedback in favour of Company, and agree that the Company may freely utilize such Feedback without compensation to you. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Website, Application or Services, or any intellectual property rights owned by the Company. The Company name, the Company logo, and the product names associated with the Website and Application are trademarks of the Company or third parties, and no right or license is granted to use them.
- Limited Website Content License: Unito grants you the limited, revocable, non-transferable, non-exclusive right to use the Website Content by displaying the Website Content on your computer, and downloading and printing pages from the Website containing Website Content, under the condition that (i) such activity is solely for your personal, education or other noncommercial use, (ii) you do not modify or prepare derivative works from the Website Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Website pages or Website Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Website Content and (v) you do not copy any Website Content to any other media or other storage format.
- Trademarks: All trademarks, service marks and logos included on the Website, Application or Services (“Marks”) are the property of Unito or third parties, and you may not use such Marks without the express, prior written consent of Unito or the applicable third party.
- Monitoring of Website Content and use of Service: Unito reserves the right, but does not undertake the obligation, to monitor use of the Website, Application or Services, and to investigate and take appropriate legal action against any party that uses the Website in violation of this Agreement or applicable law. The Company reserves the right to accept, reject or modify any Website Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Website Content or User Content.
- Copyright Infringement: As a condition of your right to use the Website, Application and Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Website, Application or Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that Unito may, at its sole discretion, terminate your access to the Website, Application and Service if you infringe the copyright of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Website, Application or Service, you may send a written notice to Unito at [email protected] Unito reserves all rights to seek damages and fees associated with infringement and or negligence, fault or fraud.
- User Content: You hereby grant 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 User Content, for any purpose. In addition, you hereby irrevocably represent and warrant to Unito that (i) you have all necessary power, authority, right, title and/or licenses to grant to Unito the foregoing right and license and (ii) the posting, submission, display by you of User Content on the Website or Application, and the exercise by Unito of the foregoing license does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invades the privacy of others, or any intellectual property right of any third party, (iii) no User Content you provide (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) is discriminatory, hateful or bigoted toward, or abusive of, any group or individual, or (3) is libelous or defamatory. For the avoidance of doubt, any information or data from your accounts with third party services (i.e., that passes through or is processed by Unito and which you do not make publically available on Unito, is not User Content, and Unito does not receive any rights in such information or data.
- Non-Agreement: If you do not agree to these terms and conditions, please do not post any User Content to the Website, Application or Services.
Any fees that the Company may charge you for the use of the Website, Application or Services are due immediately and are non-refundable. This no refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate your usage, disruption caused to the Website, Application or Services either planned, accidental or intentional, or any reason whatsoever.
By entering into this Agreement and using the Website, Application or Services, you agree that you shall defend, indemnify and hold the Company, its licensors, and each of their shareholders, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents (collectively the “Company Group”) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, or (c) your use or misuse of the Website, Application or Service, except in each case solely to the extent any of the foregoing arises directly from the gross negligence or willful misconduct of the Company.
Disclaimer of Warranties
THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE WEBSITE, APPLICATION OR SERVICES. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE WEBSITE, APPLICATION OR SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) THE WEBSITE, APPLICATION OR SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF THE WEBSITE, APPLICATION OR SERVICE, AS WELL AS ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE, APPLICATION OR SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE, APPLICATION OR SERVICE WILL BE CORRECTED, OR (F) THE WEBSITE, APPLICATION OR SERVICE OR THE SERVER(S) THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WEBSITE, APPLICATION AND SERVICE ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE COMPANY. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE WEBSITE, APPLICATION OR SERVICE, AS WELL AS ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE WEBSITE OR APPLICATION. THE COMPANY DOES NOT VERIFY THE OWNERSHIP OR INTELLECTUAL PROPERTY RIGHTS OF THE CONTENT, NOR HOW ANY USER MAKES USE OF THE CONTENT, AND SHALL HAVE NO LIABILITY RELATING THERETO. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE WEBSITE, APPLICATION OR SERVICE, THE CONTENT AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
THE WEBSITE, APPLICATION OR SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.
Limitation of Liability
IN NO EVENT SHALL THE COMPANY GROUP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF (OR INABILITY TO USE) THE WEBSITE, APPLICATION OR SERVICE OR WITH RESPECT TO THE CONTENT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO THE COMPANY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR THE AMOUNT OF FIFTY DOLLARS (50$), WHICHEVER IS GREATER. IN NO EVENT SHALL THE COMPANY GROUP BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). THE COMPANY GROUP SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE WEBSITE OR APPLICATION OR THE CONTENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE WEBSITE OR APPLICATION, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON OR WITHIN THE WEBSITE OR APPLICATION. THE FOREGOING EXCLUSIONS SHALL APPLY EVEN IF THE COMPANY GROUP HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING THE WEBSITE, APPLICATION OR SERVICE (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY USERS OR CONTENT AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY GROUP, TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE WEBSITE, APPLICATION OR SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES AND TO THE CONTENT INTRODUCED TO YOU BY THE WEBSITE OR APPLICATION. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE OR PROVINCE, INCLUDING WITHOUT LIMITATION THE PROVINCE OF QUEBEC), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”.
YOU UNDERSTAND THAT BY USING THE WEBSITE OR APPLICATION, YOU MAY BE EXPOSED TO CONTENT THAT IS POTENTIALLY OFFENSIVE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE WEBSITE OR APPLICATION AT YOUR OWN RISK.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE COMPANY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
The Company may give notice by means of email to your email address on record in the Company’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in the Company’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice, and address any complaint or claim to the Company (such notice, complaint or claim shall be deemed given when received by the Company) at any time by means of email to [email protected]
This Agreement may not be assigned by you (whether in whole or in part) without the prior written approval of the Company. This Agreement may be assigned without your consent (in whole or in part) by the Company, including, without limiting the foregoing, to (i) a parent or subsidiary, (ii) an acquirer of assets or shares, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
Controlling Law and Jurisdiction
- General: This Agreement and any action related thereto will be governed by the laws of the Province of Quebec without regard to its conflict of laws provisions. Subject to the rest of this Section, the exclusive jurisdiction and venue of any action in relation to this Agreement will be the District of Montreal and each of the parties hereto waives any objection to jurisdiction and venue in such courts. However, in the event of the actual or threatened infringement, misappropriation or violation of Company’s copyrights, trademarks, trade secrets, patents or other intellectual property rights, Company may, at its discretion, institute legal proceedings in any jurisdiction(s) which is (are) deemed necessary or advisable.
- Arbitration: You and the Company agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Website, Application or Services (collectively, “Disputes”) will be settled exclusively by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you are waiving the right to participate as a plaintiff in any purported class action or representative proceeding. Further, unless both you and the Company otherwise agree in writing, the arbitrators may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.
- Arbitration Rules: The arbitration will be subject to article 940 and following of the Code of civil Procedure (Quebec).
- Arbitration Location: Unless you and the Company otherwise agree, the arbitration will be conducted in the Province of Quebec, City of Montreal.
- Decision: The arbitrators will render an award within the time frame specified in the Code of civil Procedure (Quebec). Such decision will include the essential findings and conclusions upon which the arbitrators based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. Any damages granted by the arbitrators must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable.
- Fees: The arbitrators shall determine who is responsible to pay the fees associated with the arbitration.
You agree that the Company, in its sole discretion and for any or no reason, may terminate any User account (or any part thereof) you may have with the Company or your use of the Website, Application or Services, and remove and discard all or any part of your account or any of your User Content, at any time. The Company may also in its sole discretion and at any time discontinue providing access to the Website, Application or Services, or any part thereof, with or without notice. You agree that any termination of your access to the Website, Application or Services or any account you may have or portion thereof may be effected without prior notice, and you agree that the Company shall not be liable to you. These remedies are in addition to any other remedies Company may have at law or in equity.
You may terminate this Agreement at any time by ceasing all use of the Website, Application or Services and requesting the Company to cancel your account (if any) via email sent to [email protected]
No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third party provider as a result of this Agreement or use of the Website, Application or Services. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. This Agreement comprises the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.