Unifyre Terms Of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY UNIFYRE PBC. ("UNIFYRE"), A DELAWARE BENEFIT CORPORATION. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTP://UNIFY.RE (THE "SITE") AND THE SERVICES, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY UNIFYRE (COLLECTIVELY WITH THE SITE, THE "SERVICE").

Acceptance of Terms.

By registering for and/or using the Service in any manner, you agree to all of the terms and conditions contained herein ("Terms of Use"), which also incorporate Unifyre's Privacy Policy, and all other operating rules, policies and procedures that may be published from time to time on the Site by Unifyre, each of which is incorporated by reference and each of which may be updated by Unifyre from time to time without notice to you in accordance with the terms set out under the "Modification of Terms of Use" section below. In addition, some services offered through the Service may be subject to additional terms and conditions specified by Unifyre from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. These Terms of Use apply to all users of the Service, including, without limitation, users who are contributors of content, information, and other materials or services, individual users of the Service, and venues that access the Service.

Access.

Subject to these Terms of Use, Unifyre may offer to provide the Services selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services Unifyre performs for you, any applications or widgets offered by Unifyre that you download from the Services or, subject to the terms set out under the "Third party Sites and Services" section below, from third party application stores (e.g., iTunes® store or Google Apps Marketplace) authorized by Unifyre, as well as the offering of any materials displayed or performed on or through the Services (including Content (as defined below)). The Services may not be available in all locations, and Unifyre may block access to the Services from certain locations based on your device’s geolocation information.  Unifyre may add to or remove the areas in which the Services are not available at any time, without notice to you.

Registration & Eligibility.

As a condition to using the Service, you are required to register with Unifyre and represent, warrant and covenant that you provide Unifyre with accurate and complete registration information (including, but not limited to a user name ("User Name"), e-mail address and/or mobile telephone number and a password you will use to access the Service) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Unifyre account.

You shall not:

create any account for anyone other than yourself without such person's permission;

use a User Name that is the name of another person with the intent to impersonate that person;

use a User Name or Unifyre account that is subject to any rights of a person other than you without appropriate authorization; or

use a User Name that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful.

Unifyre reserves the right to refuse registration of, or cancel a User Name in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Unifyre account. You shall never use another user's account without such other user's prior express permission. You will immediately notify Unifyre in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service. The Service is not available to individuals who are younger than 13 years old. Unifyre may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms of Use or use of the Service is prohibited and, in such circumstances, you agree not to use or access the Services in any way.

When using Services on a mobile device, please be aware that your carrier's normal rates and fees, such data and roaming charges, will still apply. In the event you change or deactivate your mobile telephone number, you agree that you will update your account information on the Services within 48 hours to ensure that your messages are not sent to the person who acquires your old number.

Content.

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. Unifyre cannot guarantee the authenticity of any Content or data, which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. For purposes of these Terms of Use, the term "Content" includes, without limitation, any location information, messages, videos, audio clips, comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Unifyre on or through the Service. Content added, created, uploaded, submitted, distributed, posted or otherwise obtained through the Service by users, including Content that is added to the Service in connection with users linking their accounts to third party websites and services, is collectively referred to as, "User Submissions."

Unifyre Content.

The Service contains Content specifically provided by Unifyre or its partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.

Subject to these Terms of Use, Unifyre grants each user of Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Unifyre, or from the copyright holder identified in such Content's copyright notice, as applicable. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial (whether or not for profit) use or in any way that violates any third party right.

User Submissions.

We may use your User Submissions in a number of different ways in connection with the Service and Unifyre’s business as Unifyre may determine in its sole discretion, including but not limited to, publicly displaying it, reformatting it, incorporating it into marketing materials, advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing other users to do the same in connection with their own websites, media platforms, and applications (“Third Party Media”). By submitting User Submissions on the Service, you hereby do and shall grant Unifyre a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Service and Unifyre's (and its successors and assigns') business, including without limitation for promoting and redistributing part or all of the the Service in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby do and shall grant each user of the Service, including Third Party Media, a non-exclusive license to access your User Submissions through the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions in connection with their use of the Service and Third Party Media. For clarity, the foregoing license grant to Unifyre does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing with Unifyre.

You represent and warrant that you have all rights to grant such license to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

You understand that all information publicly posted or privately transmitted through the Service is the sole responsibility of the person from which such Content originated; that Unifyre will not be liable for any errors or omissions in any Content; and that Unifyre cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

Unifyre may prioritize, deprioritize, promote or hide any Content on the Services.

Unifyre reserves the right to retain User Submissions, even after they have been deleted or expired from view within the Services. However, Unifyre has no obligation to retain any Submission for any period of time, nor shall we be responsible or liable to you or any third party for any lost content or losses related to the expiration or deletion of a Submission.

Code of Conduct.

As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity on or through the Service. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:

You shall not (directly or indirectly):

Unifyre does not guarantee that any Content or User Submissions (as defined above) will be made available on the through the Service. Unifyre has no obligation to monitor the Service, Content, or User Submissions. However, Unifyre reserves the right to (i) remove, suspend, edit or modify any Content in its sole discretion, including without limitation any User Submissions at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Unifyre is concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove, suspend or block any User Submissions from the Service. Unifyre also reserves the right to access, read, preserve, and disclose any information as Unifyre reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Unifyre, its users and the public.

Third Parties.

The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Service. When you access third party websites, you do so at your own risk. These other websites are not under Unifyre's control, and you acknowledge that Unifyre is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Unifyre or any association with its operators. You further acknowledge and agree that Unifyre shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

TERMINATION & RESTIRCTION

Unifyre may terminate or restrict your access to all or any part of the Service and/or Add-to Link at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Service. Any fees paid hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

App Store.

You acknowledge that these Terms are between you and Unifyre only, and not with Apple, Inc., Google Inc. or any Company who owns an app marketplace (Collectively “App Store”) where the Services are available for download. Your use of Unifyre’s Services must comply with the App Store’s then-current Terms of Service. Unifyre, and not App Store, are solely responsible for the Services and Content available thereon. You acknowledge that App Store has no obligation to provide maintenance and support services with respect to Services.  To the maximum extent permitted by applicable law, App Store has no warranty obligation whatsoever with respect to the Services. You agree that Unifyre, and not App Store, are responsible for addressing any claims by you or any third-party relating to our Services. You agree that Unifyre, and not App Store, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the Services.

Warranty.

Your use of the Services is at your own risk.  The Content may not have been verified or authenticated in whole or in part by Unifyre, and they may include inaccuracies or typographical or other errors.  Unifyre does not warrant the accuracy or timeliness of the Content contained on the Services.  Unifyre has no liability for any loss of, or errors or omissions in Submissions, or for any errors or omissions in the Content or any other portion of the Services, whether provided by Unifyre, our licensors or suppliers or other users.

You release Unifyre from all liability for you having acquired or not acquired Content through the Service. The Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Unifyre makes no representations concerning any Content contained in or accessed through the Service, and Unifyre will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.

You release us from all liability relating to your connections and relationships with other users. You understand that we do not, in any way, screen users, nor do we inquire into the backgrounds of users or attempt to verify their backgrounds or statements. We make no representations or warranties as to the conduct of users or the veracity of any information users provide. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with users or persons you may otherwise meet through the Services. As such, you agree to take reasonable precautions and exercise the utmost personal care in all interactions with any individual you come into contact with through the Services, particularly if you decide to meet such individuals in person. For example, you should not, under any circumstances, provide your financial information (e.g., credit card or bank account numbers) to other individuals.

You release us from all liability relating to activities, events or crowd actions (“Actions”) that may be initiated on Unifyre. You understand that we do not, in any way, screen users, nor do we inquire into the Actions on the Service. We make no representations or warranties as to veracity or advisability of Actions. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from Actions initated through the Services. As such, you agree to take reasonable precautions and exercise the utmost personal care in all Actions you engage in through the Services.

THE SERVICE, CONTENT AND ADD-TO LINK ARE PROVIDED "AS IS", "AS AVAILABLE" AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW.

UNIFYRE, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE WEBSITE, SERVICE, CONTENT AND ADD-TO LINK IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification.

You shall defend, indemnify, and hold harmless Unifyre, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to, the Service, Content, Add-to Link or otherwise from your User Submissions, violation of these Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity (save to the extent that a court of competent jurisdiction holds that such claim arose due to an act or omission of Unifyre). Unifyre reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Unifyre in asserting any available defenses.

Limitation of Liability.

ALL LIABILITY OF UNIFYRE, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE THE SERVICE, CONTENT, USER SUBMISSIONS OR ADD-TO LINK IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, SAVE THAT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF UNIFYRE, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN AGGREGATE TO ONE HUNDRED US DOLLARS ($100).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UNIFYRE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT UNIFYRE, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE SERVICE, CONTENT, USER SUBMISSIONS OR ADD-TO LINK FOR:

INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES;

LOSS OF ACTUAL OR ANTICIPATED PROFITS;

LOSS OF REVENUE;

LOSS OF GOODWILL;

LOSS OF DATA;

LOSS OF ANTICIPATED SAVINGS;

WASTED EXPENDITURE; OR

COST OF PROCUREMENT OF SUBSTITUE GOODS OR SERVICES.

NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE. 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, UNIFYRE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

SOLELY IN RESPECT OF USERS LOCATED IN EUROPEAN ECONOMIC AREA (EEA) AND/OR AUSTRALIA, NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT OUR OR YOUR LIABILITY (AS APPLICABLE) IN RESPECT OF:

DEATH OR PERSONAL INJURY ARISING AS A RESULT OF OUR OR YOUR NEGLIGENCE (AS APPLICABLE);

FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION), THEFT OR OTHER CRIMINAL ACTIVITY; OR

ANY BREACH OF ANY OBLIGATIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982.

Governing Law.

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Unifyre agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

The following arbitration and governing law provisions shall apply:

These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. For all purposes of these Terms of Use, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section. If you are accepting these Terms of Use on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Delaware (excluding choice of law).

Integration & Severability.

These Terms of Use are the entire agreement between you and Unifyre with respect to the Service and use of the Service, Content, User Submissions or Add-to Link, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Unifyre with respect to the Service. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, Unifyre must provide you with written notice of such waiver through one of its authorized representatives.

Modification.

Unifyre reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Service or by sending you notice through the Service or via email. Unifyre may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes. If you do not agree with any of the updated Terms, you must stop using Services.

Miscellaneous.

Unifyre shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Unifyre's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Unifyre's prior written consent. Unifyre may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.

Unless otherwise specified in these Term of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Solely in respect of users located in the EEA and/or Australia, in respect of these Terms of Use and your use of this Service, Content, User Submissions or Add-to Link, nothing in these Terms of Use shall be deemed to grant any rights or benefits to any person, other than us and you (and our and your respective successors in title or assignees), or entitle any third party to enforce any provision hereof, and we and you agree that we do not intend that any provision of these Terms of Use should be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999.

Contact.

You may contact Unifyre at support@unifyre.freshdesk.com.

Effective Date: September 24, 2017