By accessing and using the Offerings, You accept these Terms. If You do not agree to all applicable Terms, do not access or use Unified’s Offerings. These Terms are in addition to any other written agreement or order form that applies to Your access or use of Unified’s Offerings (“Other Agreement”). In the event of a conflict between these Terms and such Other Agreement with Unified, the terms of the Other Agreement will prevail.
Certain capitalized terms used in these Terms are defined in Section 8 (Definitions).
1. Unified Offerings.
1.1 Access to the Products.
We will provide User with unique access credentials for the use of the Offerings. User is, at all times, responsible and liable for any unauthorized use of and access to the Offerings using your unique access credentials.
1.2 Your Rights.
Subject to and conditioned on Your compliance with these Terms and all Other Agreements related to the Unified Offerings (including payment of all fees), User will have a limited, non-exclusive non-transferable right to access and internally use the features and functions of the Offerings You ordered from Unified.
1.3 Your Responsibilities.
Except as otherwise agreed in any Other Agreement, You (and not Unified) are responsible for Your relationship with Publishers, including but not limited to: (a) payments owed by You to Publishers; (b) any campaign over-delivery, however, caused; © Publishers’ errors or omissions, provision of incorrect or inaccurate metrics, downtime, or decisions to remove or change the data provided; and (d) a Publisher’s decision to shut off Your access to the Publisher’s platform for any reason.
You will use the Offerings in accordance with all applicable laws, rules, and regulations, including privacy and data security laws, industry standards and applicable policies or terms of Publishers and Unified partners.
Unless You have engaged Unified to do so, You (and not Unified) are responsible for all campaign strategies, set-up and management as well as decisions made in reliance upon information provided by or on behalf of Unified in connection with the Offerings.
User will keep your access credentials confidential and not provide any access credentials to any third party. User will let us know immediately if you lose any access credentials or if someone uses them without authorization.
You have or will obtain all rights and consents necessary to provide any Customer Data or Customer Materials to Unified.
In connection with Your access to and use of the Offerings, You will not do any of the following:
Gain or attempt to gain unauthorized access to the Offerings, or interfere with the operation or performance of the Offerings in any way.
Decompile, disassemble or otherwise reverse engineer the Offerings or any portion of them, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Offerings or any portion of them.
Distribute, disclose, transfer or otherwise use the Offerings on behalf of a third party (for example for service bureau, time-sharing or similar services or arrangements), or allow a third party to access the Offerings.
Incorporate any part of the Offerings into any other materials, products or services.
Perform, or release the results of, benchmark tests or other comparisons of the Offerings against any other service, software, or materials.
Remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in the Offerings.
Reproduce, publish or distribute any Customer Data or Customer Materials that infringe Unified’s or any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right.
Use the Offerings in a manner that negatively affects Unified’s reputation or good will (for example by running ads that are obscene, vulgar, profane, pornographic, abusive, harassing or hateful).
Intentionally use the Offerings (or allow any third party to) to track or otherwise collect personal identifiable information.
Intentionally provide to Unified any sensitive personal identifiable information such as for example credit card numbers, social security numbers or government identifiers.
Otherwise use the Offerings, except as expressly set forth in these Terms or in any Other Agreement.
We may, without liability to You, immediately terminate the Offerings, and suspend or terminate all or any part of Your access to the Offerings, in the event of violation of these Terms.
You are not required to provide any feedback, but if You do provide us with comments, derivative works, improvements, modifications, or other feedback regarding or related to the Offerings, or other current or future products or services of Unified, including, we may use such feedback without any limitation or obligation to You.
2. Intellectual Property.
Except as set forth in any Other Agreement related to the Offerings, You retain all Your rights, title and interest in and to the Customer Data and Customer Materials, and Unified retains and owns all right, title and interest in and to the Offerings and all intellectual property rights relating to the foregoing. Except as expressly set forth in these Terms or in any Other Agreement, Unified does not grant any rights in or to the Offerings or the intellectual property rights therein. In addition to any other rights granted in any Other Agreement, You grant Unified a limited, non-exclusive right and license to use the Customer Data, Customer Materials and trademarks for the purpose of providing the Offerings.
You will not use or disclose Unified’s confidential information except for the performance of Your obligations and exercise of Your rights under these Terms. You will use at least the same degree of care to protect Unified’s confidential information as You use to protect Your own sensitive confidential information. Without limiting this Section 3, the Offerings will be considered Unified’s confidential information.
EXCEPT AS SET FORTH IN ANY OTHER AGREEMENT AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE OFFERINGS ARE PROVIDED “AS AVAILABLE” AND “AS IS” AND WE MAKE NO WARRANTIES TO YOU OR ANYONE ELSE, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION THE AVAILABILITY AND CONDITION OF THE OFFERINGS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NEED, ACCURACY OR FREEDOM FROM ERROR, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO INFORMATION OR ADVICE (WHETHER WRITTEN, ORAL OR OTHERWISE) PROVIDED BY UNIFIED OR ONE OF UNIFIED’S REPRESENTATIVES WILL CREATE ANY WARRANTY OR IN ANY WAY AFFECT THE DISCLAIMERS OF WARRANTY OR LIMITATIONS OF LIABILITY IN THESE TERMS.
Limitation of Liability.
EXCEPT AS SET FORTH IN ANY OTHER AGREEMENT AND TO THE EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (A) WE WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, LOST PROFITS, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, OR THE LIKE) IN CONNECTION WITH THESE TERMS; AND (B) UNIFIED’S ENTIRE AGGREGATE LIABILITY TO YOU AND TO ANY OTHER PERSON OR ENTITY ARISING FROM OR RELATING TO THESE TERMS AND YOUR USE OF THE OFFERINGS, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), WILL NOT EXCEED THE LIABILITY CAP SET FORTH IN THE APPLICABLE OTHER AGREEMENT, OR IF NO OTHER AGREEMENT, $1,000.
5. Changes to Terms.
We may change the Terms at any time. Unified will provide notice of the modifications in a manner that Unified reasonably determines to be appropriate, including by posting revised Terms through the Unified Platform. Your use of the Offerings following any changes to the Terms will constitute Your acceptance of such changes. The “Last Updated” legal above indicates when these Terms were last changed.
6. Governing Law; Jurisdiction.
These Terms and all matters arising out of or relating to the Terms will be governed by the laws of the State of New York, without giving effect to any choice of law rule. You agree to the exclusive jurisdiction of the federal and state courts located in the city of New York, borough of Manhattan, and waive any jurisdictional, venue or inconvenience forum objections to such courts. Nothing in these Terms will prevent You or Unified from seeking injunctive relief (or any other provisional remedy or equitable relief) from any court having jurisdiction in order to protect any and all of Your or Unified’s rights.
If for any reason a court of competent jurisdiction finds any provision of these Terms, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of these Terms and the remainder of these Terms will continue in full force and effect. Any failure by Unified to enforce any provision of these Terms will not constitute a waiver of those provisions or of any other provision of these Terms. You may not assign, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, these Terms, or any rights or obligations under these Terms without Unified’s prior written consent. Any purported assignment, transfer or delegation by You will be null and void. Unified may freely assign, transfer, delegate or subcontract any of its rights or obligations under these Terms. Any unauthorized assignment or transfer will be void. Except as expressly provided in these Terms, nothing in these Terms is intended to, or will, confer any rights, remedies, obligations, or liabilities whatsoever upon any person or entity other than the parties and their respective successors or permitted assigns.
8.1 “Customer Data” mean all data and information related to You and provided to or obtained by Unified in connection with the Offerings.
8.2 “Customer Materials” means all advertisements, copy, images, photographs, audio files, videos, and other materials or works provided by or made available by You in connection with use of the Offerings.
8.3 “Offerings” means (i) Unified’s online subscription services, including the Unified Platform and any add-on or standalone online services products, (ii) any user guides for access and use of the Offerings (“Documentation”), (iii) Reports, and (iv) Unified Data, offered or provided by or for Unified to You.
8.4 “Publisher” means a third party media company, e.g., Facebook.
8.5 “Reports” means any summaries or other reports provided by or for Unified to You as part of the Offerings, which reports may include certain performance and other data metrics or other aggregated, anonymized data or other information.
8.6 “Unified Data” means all data and information provided by or made available to You in connection with the Offerings (other than Customer Data and other data and information provided by or for You or any third party media company), whether provided by or for Unified.