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 or Software 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 May 24 2018. If the modified terms are not acceptable, 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 be using 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.
- “Client” means you;
- “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;
- “Term” means the term associated to your Pricing Plan;
- “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 2.5 of this Agreement; and
- “User Keys” means the user accounts and passwords used by the Client to access the functionalities of the Software or the Website.
- “Website” means the website(s) available at http://unito.develop and any subdomain thereof, as well as any related websites operated by Unito.
2. Software and Website
Subject to the terms and conditions of this Agreement, Unito grants to the Client a non-exclusive, non-transferable right to use the Website and the services of the Software during the Term of this Agreement for the number of users and Third Party Apps specified in the Client’s plan selected in accordance with the current Pricing Plan available at http://unito.develop/pricing (the “Pricing Plan“), it being understood that if the limitations are exceeded at any point the Client will be automatically upgraded to another level that corresponds to its usage in the Pricing Plan.
Unito hereby grants to the Client a limited, revocable, non-transferable, non-exclusive license to use the Website by displaying its content on computers, and downloading and printing pages from the Website, under the condition that (i) such activity is solely for personal, education or other noncommercial purposes; (ii) the Client does not modify or prepare derivative works from the Website; (iii) the Client does not obscure, alter, or remove any notice of copyright set forth on any pages of the Website; and (iv) the Client does not otherwise reproduce, redistribute, or publicly display the Website.
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) directly or indirectly circumventing or disabling the Software’s or the Website’s security features.
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 Plans. Please refer to the websites and terms and conditions of such Third Party Apps for information about such fees. Valid credentials will be provided 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.
3. Services provided
Services of the Software
Unito shall procure and maintain the Client’s access to and use of the Software during the Term of this Agreement on a software-as-a-service basis, save for any downloadable applications that may be put out from time to time by Unito.
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.
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 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. Client acknowledges that in certain cases, particularly with respect to the installation of security upgrades, it may not be possible to provide prior notice.
Unito shall use commercially reasonable efforts to respond to Client 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 the Client 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) attempt to gain or to permit others to gain unauthorized access to the Website or Software or its related systems or networks.
Monitoring of Site Content and Use of the Website or Software
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 party that uses the Site 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 of this Agreement. Unito shall take commercially reasonable security measures consistent with industry practices to protect the Usage Data. 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.
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
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 is not 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.
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 an unauthorized access to the Software or Website, it shall promptly inform Unito thereof in writing.
Export or use of the Software, Website or content transferred using the Software or the Website may be subject to restrictions or 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 vary depending on the level of usage in accordance with the Pricing Plan available at http://unito.develop/pricing. If the Client exceeds the level of usage in the Pricing Plan, at any point it will automatically be upgraded to another level that corresponds to its usage. 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 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 modification by posting a new version of the Pricing Plan on its Website. The modification will take effect thirty (30) days after the date on which the new version is posted. Prior to that date, the previous version of the Pricing Plan will continue to apply. If the Client is obtaining access to the Software or Website via an authorized distributor of the Software, fees for your use of the Software or Website will be charged by the distributor. The failure to pay the fees to the distributor, if any, in a timely manner will result in the termination of this Agreement.
5. Term and Termination of Agreement
The Term of this Agreement is determined in accordance with the term associated to the Client’s Pricing Plan. The Client waives the benefit of section 2125 of the Quebec Civil Code.
Unless a Party should give written notice to the contrary at least ten (10) days prior to the end of the then current term, the Agreement shall be automatically renewed for additional and successive terms of the same duration of the existing term, and the Parties’ conduct shall continue to be governed by this Agreement during such time.
Either Party shall be fully entitled to terminate this Agreement on simple written notice under the following circumstances:
- if the other 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 other Party;
- 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;
- if the other Party, other than in the context of a corporate restructuring, liquidates its business or all or a substantial portion of its property, or dissolves its corporate body.
Effects of Termination or Expiration
All rights to use shall expire concurrently upon the end of this Agreement, regardless of the reason for the termination hereof, and no right to use or other such rights provided for herein shall subsist for the Client.
- Throughout the performance of this Agreement, one Party (the “Disclosing Party“) may authorize the other Party (the “Receiving Party“) to access 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, and know-how. 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 will become public other than as a result of a breach of this Agreement or (ii) was known to the Receiving Party prior to the disclosure thereof by the Disclosing Party, as evidenced by written documents.
- The Receiving Party shall preserve the confidentiality of any Confidential Information and Intellectual Property, 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 Confidential Information in cases where (i) the information is made public through no fault of or contribution by the Receiving Party; (ii) the information was made available to the Receiving Party by a third party that was legally in possession thereof and was free to disclose same; (iii) the information was independently acquired by third parties without access to or knowledge of the Confidential Information; or (iv) this disclosure was 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.
- On request, the Receiving Party shall immediately return or, at the option of the Disclosing Party, destroy the Confidential Information. Moreover, at the request of the Disclosing Party, the Receiving Party agrees to certify, by means of an affidavit or solemn declaration, that all of the Confidential Information has been returned or destroyed, as the case may be. This section 7.3 shall not prevent the retention and use by Unito of aggregated information derived from Usage Data.
7. Representations and Warranties
- Except as otherwise specified expressly 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.
- The Client agrees to indemnify, defend, save and hold Unito harmless from any liability, loss, claim and from any judgment, damage and cost (including, without limitation, the costs and fees of a dispute and reasonable legal fees and court costs), fine, penalty and interest whatsoever arising from any defence, dispute, compensation, claim or counterclaim as a result of any damage, claim, loss or breach of a law, regulation, decision, rule, code of conduct, or guideline issued by a federal or provincial government or any other agency or body, arising out of Client’s use and operation of the Website or the Software, any data or material used by Client in connection with the Website or Software, as well as, more generally, from the business activities carried on in connection with the Software or Website.
- Under no circumstances shall Unito (including, where applicable, its subsidiaries and parents, as well as its shareholders, officers, executives, employees and job applicants) be held liable to Client or third parties for any indirect, parasitic, special, punitive, or exemplary damages, including, without limitation, any loss of profits or other economic losses (resulting from any breach of contract, delictual fault or negligence), even if Unito was warned 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. The Client hereby explicitly releases Unito from any liability beyond this limit.
- This Agreement shall be governed by the laws applicable in the province of Québec, Canada. The Parties, moreover, agree that the courts of the province of Québec, district of Montréal, Canada shall have exclusive jurisdiction to hear any dispute relating to this Agreement.
- The Parties both recognize their respective status as independent legal persons and mutually agree that their business relations 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 their rights hereunder without obtaining the prior written consent of the other Party, provided that the assignee undertakes in writing in favour of the other Party to comply with the terms and conditions hereof and this undertaking is first communicated to the other Party.
- This Agreement shall be binding on and ensure to the benefit of the Parties hereto as well as their respective successors and authorized assigns.
- Both parties have requested that this Agreement be written in the English language. Les deux parties ont requis que ce contrat soit rédigé en langue anglaise.