Last updated: July 27, 2020

Unified Enterprises, Corp. (“Unified”, “we”, “us”, “our”) is an enterprise social media advertising technology company. These Terms of Use (“Terms”) govern your use of our websites where these Terms are displayed (each, a “Unified Site”) and our platforms and services (collectively, the “Services”). Specific Services may include additional or supplemental terms and conditions (“Additional Terms”), which will supplement the Terms. **Please read these Terms and any Additional Terms carefully before using the Unified Sites or Services. **

BY USING OR ACCESSING THE UNIFIED SITES OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ANY RELEVANT ADDITIONAL TERMS, DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, WAIVER OF CLASS ACTION CLAIMS, AND A CHOICE OF NEW YORK LAW. If at any time you do not accept all the terms and conditions of these Terms or applicable Additional Terms, you must immediately discontinue use of the Unified Sites and the Services.

THE UNIFIED SITES AND SERVICES ARE INTENDED FOR BUSINESS USE ONLY AND ARE NOT INTENDED FOR PERSONAL USE. You may only use the Unified Sites and the Services for your internal business purposes. You may not use any Unified Site or the Services for any purpose that is unlawful or prohibited by these Terms or any Additional Terms. Your access to any Unified Site or the Services may be terminated immediately in our sole discretion, with or without notice, if you fail to comply with any provisions of these Terms or any Additional Terms, or for any other reason or no reason.

By using or accessing the Unified Sites or the Services, you are representing and warranting that: (a) you are a legal resident of the United States; (b) you are at or above the legal age of majority in your jurisdiction of residence; and © you will access and use the Unified Sites and Services in accordance with these Terms and any Additional Terms.

Changes to These Terms and Additional Terms

Unified reserves the right, in its sole discretion, to modify, alter, or otherwise change these Terms or Additional Terms at any time. Unified will provide notice of such change on the Unified Sites and/or through the Services. Please review these Terms and any Additional Terms periodically for changes. Your continued use of the Unified Sites and/or the Services will constitutes your acceptance and agreement to be bound by the changes without limitation, qualification or change. If at any time you do not accept the changes, you must immediately discontinue use of the Unified Sites and/or the Services to which the changes may apply.

Privacy and Protection of Personal Information

Unified has developed a Privacy Policy in order to inform you of its practices with respect to the collection, use, disclosure and protection of personal information. You can find the Privacy Policy here.

Accounts, Security, Passwords

If a particular Unified Site or the Services require you to create an account, you must complete the specified registration process by providing us with current, complete, and accurate information as requested by the applicable online registration form. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data, and any loss caused by your failure to do so is your responsibility. It is entirely your responsibility to maintain the confidentiality of your account. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify Unified immediately of any unauthorized use of your account. Unified is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.

User Code of Conduct

In accessing and using the Unified Sites and/or the Services, you agree not to, nor authorize or permit any user or third party to: (a) license, sublicense, sell, rent, lease, or otherwise permit third parties to use the Unified Sites or Services; (b) circumvent or disable any security or other technological features or measures of the Unified Sites or Services; © reverse engineer any element of the Unified Sites or Services, or use the Unified Sites or Services to compete with the Unified Sites or Services, (d) modify, adapt or present the Unified Sites or Services to falsely imply any sponsorship or association with Unified; (e) use the Unified Sites or Services in any manner that interferes with or disrupts the integrity or performance of the Unified Sites or Services or their components; (f) use the Unified Sites or Services to post, upload, link to, send or store any content that is defamatory, libelous, fraudulent, derogatory, abusive, obscene, unlawful, hateful, harassing, violent, threatening, racist, or discriminatory, (g) use the Unified Sites or Services to post, upload, link to, send, distribute, or store any content that contains any viruses, malware, Trojan horses, ransomware, or any other similar harmful software; (h) use the Unified Sites or Services to post, upload, link to, send, distribute, or store any content that is material protected by copyright, trademark, or any other proprietary right without first having obtained all rights, permissions, and consents necessary to make such content available on or through the Unified Sites or Services and to grant Unified the limited right to use content as set forth in these Terms, (i) attempt to use any method to gain unauthorized access to any paid or restricted features of the Unified Sites or Services, (j) use automated scripts to collect information from or otherwise interact with third party services or the Unified Sites or Services; (k)deep-link to the Sites (other than Unified’s home page) for any purpose, unless expressly authorized in writing by Unified; (l) impersonate any other user of the Unified Sites or Services; or (m) use the Unified Sites or Services in violation of applicable law or any acceptable use policy, terms of use or any similar policy or terms of third-party services. Unified reserves the right to terminate your account or suspend your access to the Unified Sites and/or Services, if we reasonably suspect that you have violated any of the restrictions in this Section.

Feedback

You may from time to time provide suggestions, comments or other feedback to Unified with respect to the Unified Sites and/or Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for us. You will retain ownership of your Feedback, but you shall, and hereby do, grant to us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose without payment or obligation to you.

Disclaimer of Warranties

YOUR USE OF, AND RELIANCE ON, ANY ADVICE OR INFORMATION OBTAINED FROM OR THROUGH A UNIFIED SITE AND/OR THE SERVICES IS AT YOUR OWN RISK. ALL CONTENT, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTAINED WITHIN OR AVAILABLE THROUGH UNIFIED SITES AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. UNIFIED MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE UNIFIED SITES OR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED ON THE UNIFIED SITES OR SERVICES. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UNIFIED DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, INFORMATIONAL CONTENT, TITLE, OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES. UNIFIED DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT THE UNIFIED SITES OR SERVICES WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE UNIFIED SITES OR SERVICES WILL BE FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS. UNIFIED DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY MATERIAL OF ANY KIND CONTAINED WITHIN THE UNIFIED SITES OR SERVICES FOR ANY PURPOSE, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, UNIFIED’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Modification/Termination of the Unified Sites or Services

Unified reserves the right, in its sole discretion, to modify, suspend, or terminate the Unified Sites and Services and/or your account, password, or any portion thereof, at any time for any reason with or without notice to you. We reserve the right to change the functionality of our Services at any time with or without notice to you. In the event of termination, you will still be bound by your obligations under these Terms and any Additional Terms, and by the disclaimers and limitations of liability.

Sole Remedy

IF YOU ARE DISSATISFIED WITH THE UNIFIED SITES OR SERVICES, YOU MAY DISCONTINUE YOUR USE OF THE UNIFIED SITES OR SERVICES. SUCH DISCONTINUANCE OR TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND OUR SOLE AND EXCLUSIVE LIABILITY) FOR ANY BREACH OF CONTRACT.

Limitations on Liability

IN NO EVENT SHALL UNIFIED, ITS SUBSIDIARIES, PARENTS, AFFILIATES, DISTRIBUTORS, SUPPLIERS, LICENSORS, AGENTS OR OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE A UNIFIED SITE OR THE SERVICES BE LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO: (I) LOSS OF GOODWILL, PROFITS, BUSINESS INTERRUPTION, DATA OR OTHER INTANGIBLE LOSSES; (II) YOUR INABILITY TO USE, UNAUTHORIZED USE OF, PERFORMANCE OR NON-PERFORMANCE OF THE UNIFIED SITES; (III) UNAUTHORIZED ACCESS TO OR TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS; (IV) THE PROVISION OR FAILURE TO PROVIDE ANY SERVICE; (V) ERRORS OR INACCURACIES CONTAINED ON THE UNIFIED SITES OR THE SERVICES, OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE UNIFIED SITES OR THE SERVICES; (VI) ANY TRANSACTIONS ENTERED INTO THROUGH THE UNIFIED SITES OR THE SERVICES; (VII) ANY PROPERTY DAMAGE INCLUDING DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, DURING OR ON ACCOUNT OF ACCESS TO OR USE OF THE UNIFIED SITES OF SERVICES, OR ANY SITE TO WHICH IT PROVIDES HYPERLINKS; OR (VIII) DAMAGES OTHERWISE ARISING OUT OF THE USE OF THE UNIFIED SITES OR SERVICES. THE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF UNIFIED HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

Subscriber Account and Password

You are responsible for any account name and password that is associated with your account during registration. It is your responsibility to maintain the confidentiality of your password, if one is established. You are entirely responsible for any and all activities that occur under your account, and agree to notify us immediately of any unauthorized use of your account.

Indemnification

You agree to defend, indemnify and hold harmless Unified, its subsidiaries, parents, agents, distributors and affiliates, and their officers, directors and employees from and against any and all claims, actions, demands, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees, resulting from your breach of any provision of these Terms or Additional Terms, or otherwise arising in any way out of your use of the Unified Sites or Services. You agree to cooperate fully with Unified in asserting any available defenses in connection with a claim subject to indemnification by you under these Terms or any Additional Terms.

Third Party Services, Links

We are not responsible for any third-party services provided or made accessible through the Unified Sites or Services, or for any other services, information or content accessed or purchased through our platforms, which you may be able to access, use or connect to with the Unified Sites or Services (the “Third-Party Services”). If you access a Third-Party Service through us, you do so at your own risk. You are responsible for complying with all of the terms, conditions, policies and guidelines which the applicable Third-Party Services impose on their users. You remain responsible for the payment of any services or ads purchased through our Services.

The Unified Sites may contain links to websites, applications or other services operated by third parties (the “Linked Sites”). Unified does not monitor or control the Linked Sites and makes no representations regarding, and is not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products, or services available at the Linked Sites. If you choose to access any third-party site (including any Linked Site), you do so at your own risk, and your use of that site is subject to its own terms of use and privacy policy, which you should review. The presence of a link to a third-party site does not constitute or imply Unified’s endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the site.

Dispute Resolution, Governing Law and Jurisdiction

These Terms and any Additional Terms shall be governed by, construed and enforced in accordance with the laws of the State of New York, as it is applied to agreements entered into and to be performed entirely within such state, without regard to conflict of law principles.

Class Action Waiver: YOU AGREE THAT ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF, OR CONNECTED WITH, THESE TERMS AND/OR THE ADDITIONAL TERMS, OR IN CONNECTION WITH ANY MATTERS RELATED TO THE UNIFIED SITES AND/OR THE SERVICES, SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION, EXCLUSIVELY IN EITHER THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK.

You agree to submit to the personal jurisdiction of the courts of the State of New York for any cause of action arising out of these Terms or any Additional Terms. You agree to file any cause of action with respect to these Terms within one year after the cause of action arises. You agree that a cause of action filed after this date is barred.

Export Compliance

You shall not use or access the Unified Sites or Services if you are located in any jurisdiction in which the provision of the Unified Sites or Services is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”). You shall not provide access to the Unified Sites or Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (a) you are not named on any U.S. government list of persons or entities prohibited from transaction with any U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; © you shall not allow authorized users of your account to access or use the Unified Sites or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) you shall comply with all applicable laws regarding the transmission of data exported from the country in which you (or your authorized users) are located.

Miscellaneous

If any provision of these Terms or Additional Terms, or the application thereof to any person or circumstances, is held invalid or for any reason, unenforceable including, but not limited to, the warranty disclaimers and liability limitations, then such provision shall be deemed superseded by a valid, enforceable provision that matches, as closely as possible, the original provision, and the other provisions of these Terms shall remain in full force and effect. The failure of either party to insist upon strict performance of any provision of these Terms or Additional Terms shall not be construed as a waiver of any provision or right. Unless expressly provided otherwise, these Terms and any Additional Terms are the entire agreement between you and Unified with respect to the use of the Unified Sites and Services, and shall not be modified except in writing, signed by an authorized representative of Unified. You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law, or otherwise, without our prior written consent. Any attempted assignment or transfer without such consent will be void. We may freely assign or delegate all rights and obligations under these Terms, fully or partially, without notice to you.

If you have any questions concerning these Terms or any Additional Terms, you may send them by email to legal@unified.com. You must send any official correspondence via postal mail to:

Unified Enterprise Corp. ATTN: Legal Department Unified 180 Madison Ave, 23 Fl, New York, NY 10016

Unified Intellectual Property

The Unified Sites and Services, and all of their contents, including but not limited to articles, other text, photographs, images, illustrations, graphics, video material, audio material, including musical compositions and sound recordings, software, Unified logos, titles, characters, names, graphics and button icons (collectively “Intellectual Property”), are protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The Intellectual Property is owned or controlled by Unified or by other parties that have provided rights thereto to Unified.

You may not, and agree that you will not, reproduce, download, license, publish, enter into a database, display, modify, create derivative works from, transmit, post, distribute or perform publicly by any means, method, or process now known or later developed, decompile, reverse engineer, disassemble, use on another computer-related environment, transfer or sell any Intellectual Property, information, software or products obtained from or through the Unified Sites or Services, in whole or in part, without the express written permission of Unified.

Other trademarks, service marks, product names and company names or logos appearing on the Unified Sites and Services that are not owned by Unified may not be used without express permission from their owners.

Additionally, unless otherwise expressly permitted, websites may not link, whether by hyperlink or otherwise, to any page beyond the homepage of the Unified Sites, or frame the Unified Sites, or any web page or material herein, nor may any entity include a link to any aspect of the Unified Sites in an email for commercial purposes, without the express written permission of Unified. Further, unless otherwise expressly permitted, you agree not to link to Unified’s Intellectual Property so as to cause you or anyone else to access Unified’s Intellectual Property other than through the Unified Sites.