Draft for attorney review before publication or customer execution. The items marked [UNIFITECHS TO CONFIRM] require company or jurisdiction-specific confirmation. These Terms are designed as a master framework; an Order Form, Data Processing Addendum, Business Associate Agreement, Security Addendum, or industry-specific addendum may apply to a particular Platform or Customer.
1. Agreement and Scope
These Master Terms of Service and SaaS Terms (the “Terms”) form an agreement between UnifiTechs [legal entity name to confirm] (“UnifiTechs,” “we,” “us,” or “our”) and the person or entity accepting these Terms (“Customer,” “you,” or “your”). They govern your use of our website and any UnifiTechs software, application, platform, API, interface, documentation, support, implementation, or related service made available to you (collectively, the “Services”).
You accept these Terms by accessing the Services, creating an account, signing an Order Form, purchasing a subscription, electronically accepting these Terms, or continuing to use the Services after notice of an updated version. If you accept on behalf of an organization, you represent that you have authority to bind that organization.
An applicable order form, statement of work, enterprise agreement, or platform-specific terms (each, an “Order Form”) may supplement these Terms. If there is a direct conflict, the Order Form controls solely for that conflict. Regulated-data obligations apply only when the applicable addendum or agreement is executed or expressly incorporated.
2. Definitions
- Authorized User
- An individual Customer authorizes to access a Service under Customer’s account.
- Customer Data
- Data, content, records, files, or information submitted to the Services by or for Customer.
- Documentation
- Current user guides, technical materials, and instructions UnifiTechs makes available for a Service.
- Personal Data
- Information relating to an identified or identifiable person, where defined by applicable law.
- Platform
- A particular UnifiTechs product, application, workflow, or service offering, including future products.
- Regulated Data
- Information subject to specific legal, contractual, or industry handling requirements, including where applicable PHI, student, financial, or consumer data.
- Subscription
- The authorized period and scope of Customer’s access to a Service under an Order Form or account plan.
- Usage Data
- Service-generated operational, diagnostic, security, and usage information that does not identify Customer Data except as required to operate the Services.
3. Access, Accounts, and Authorized Users
Customer is responsible for all activity under its account and for ensuring its Authorized Users comply with these Terms. Customer must provide accurate account information, maintain current contact information, protect credentials, and promptly notify UnifiTechs of suspected unauthorized access.
Customer will configure and manage user roles, permissions, and access appropriate to its organization. UnifiTechs may impose reasonable technical limits, verification steps, or authentication requirements to protect the Services. Customer may not share credentials, permit access beyond its authorized Subscription, or use the Services for a third party except as expressly authorized in writing.
4. License, Ownership, and Use Restrictions
Subject to these Terms and payment of applicable fees, UnifiTechs grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for its Authorized Users to access and use the applicable Services and Documentation during the Subscription solely for Customer’s internal business purposes.
UnifiTechs and its licensors retain all right, title, and interest in the Services, including all source code, object code, architecture, interfaces, workflows, APIs, algorithms, databases, schemas, dashboards, templates, documentation, configurations, methodologies, trademarks, trade secrets, improvements, derivative works, and AI-related materials to the extent legally protectable. No rights are granted except those expressly stated.
Customer will not, and will not permit any person to: reverse engineer, decompile, disassemble, or attempt to derive source code; copy or create derivative works except as allowed by law; scrape or extract data from the Services; bypass security or usage restrictions; conduct unapproved security testing; introduce malware; interfere with service operation; resell, lease, or provide the Services to a third party; or remove proprietary notices.
Customer retains its rights in Customer Data. Customer grants UnifiTechs the limited rights necessary to host, process, transmit, secure, support, and improve the Services as permitted by these Terms, an Order Form, and applicable law. UnifiTechs may use feedback without restriction and may use de-identified or aggregated information where permitted by law and contract.
5. Customer Data, Privacy, and Regulated Data
Customer is responsible for the legality, accuracy, quality, and integrity of Customer Data; for obtaining all notices, permissions, and consents required to provide it to the Services; and for ensuring Customer’s use complies with applicable law. Customer will not submit information it is not authorized to process through the applicable Platform.
UnifiTechs will process Customer Data only as necessary to provide, secure, support, and improve the contracted Services, to comply with law, and as otherwise permitted by the governing agreements. Our Privacy Policy explains how we handle website and Service information.
Different Platforms may handle different data types. If Customer uses a Platform for healthcare, education, financial or credit, employment, location, payment, or other regulated activities, Customer and UnifiTechs may need a separate data processing addendum, business associate agreement, security addendum, or industry-specific addendum. Customer must not submit Protected Health Information unless a Business Associate Agreement or equivalent agreement expressly permits that use.
6. Security, Customer Responsibilities, and Third Parties
UnifiTechs uses reasonable administrative, technical, and organizational safeguards designed to protect the Services and Customer Data, taking into account the nature of the Services and applicable agreements. These measures may include access controls, authentication, authorization, encryption where appropriate, logging, monitoring, backup, recovery, and incident-response procedures. No system is completely secure, and UnifiTechs does not guarantee that the Services will be invulnerable to all threats.
Security is a shared responsibility. Customer is responsible for its devices, networks, password practices, multi-factor authentication where available, user training, user permissions, customer-side integrations, lawful configuration, and timely removal of users who no longer require access.
The Services may rely on third-party services, including cloud infrastructure, communications, payment, mapping, authentication, analytics, AI, and API providers. Customer’s use of third-party services may be subject to separate terms. UnifiTechs may engage qualified subprocessors as necessary to operate the Services and will maintain a subprocessor process or list where required by an applicable agreement.
7. AI-Enabled Features
Some Services may include AI-assisted, automated, analytical, or generative features. Such output is provided as an aid and may be incomplete, inaccurate, or unsuitable for a particular use. Customer is responsible for reviewing output and for decisions made using the output.
Customer will not use AI-enabled features for unlawful discrimination, prohibited surveillance, unreviewed high-impact decisions, or any use that violates law, an applicable industry addendum, or these Terms. Customer must not submit sensitive or regulated data to an AI feature unless the applicable Service, data agreement, and configuration expressly permit it.
8. Fees, Billing, Availability, and Support
Fees, billing terms, taxes, renewal terms, and any usage-based charges are stated in an Order Form or applicable account plan. Unless an Order Form states otherwise, fees are non-refundable, payment obligations are non-cancelable during the committed Subscription period, and Customer is responsible for applicable sales, use, value-added, or similar taxes other than taxes based on UnifiTechs’ net income.
UnifiTechs may suspend or restrict Services for overdue undisputed amounts after reasonable notice, except where immediate action is needed to protect the Services, users, or third parties. Customer remains responsible for fees accrued before termination or suspension.
UnifiTechs may perform maintenance, update the Services, or modify features. The Services may be unavailable due to maintenance, force majeure, internet or power failures, third-party outages, Customer systems, or other events outside UnifiTechs’ reasonable control. No service-level commitment applies unless expressly stated in a signed Service Level Agreement.
9. Confidentiality, Warranties, Indemnity, and Liability
Confidentiality
Each party may receive the other party’s non-public business, technical, financial, security, pricing, product, or customer information (“Confidential Information”). The receiving party will use the other party’s Confidential Information only to perform under these Terms and will protect it using reasonable care, but not less than the care it uses for similar information. Confidential Information does not include information that is publicly available without breach, already known without restriction, independently developed, or rightfully received from a third party without duty of confidentiality.
Disclaimers
Except as expressly stated in an Order Form, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, UnifiTechs disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. UnifiTechs does not warrant business outcomes, Customer regulatory compliance, accuracy of Customer-entered information, or accuracy of AI-generated information.
Indemnity
Customer will defend, indemnify, and hold harmless UnifiTechs and its personnel from third-party claims arising from Customer Data, Customer’s unlawful or unauthorized use of the Services, Customer’s breach of these Terms, or Customer’s violation of law. Any UnifiTechs intellectual-property indemnity, exclusions, defense control, notice obligations, and remedies must be confirmed in a signed agreement. [ATTORNEY REVIEW REQUIRED]
Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, business interruption, or loss of data, even if advised of the possibility. Except for liabilities that cannot lawfully be limited and any agreed exceptions, each party’s aggregate liability should be limited to the fees paid or payable by Customer for the affected Services during the [UNIFITECHS TO CONFIRM: 12-month or other] period preceding the event giving rise to the claim. [ATTORNEY REVIEW REQUIRED — enforceability and carve-outs vary by jurisdiction and service.]
10. Suspension, Termination, and Data Return
UnifiTechs may suspend access immediately if it reasonably believes Customer’s use presents a security risk, violates law, threatens platform integrity, infringes rights, involves abuse or fraud, or materially breaches these Terms. Where practical, UnifiTechs will provide notice and an opportunity to cure.
Either party may terminate an Order Form for material breach not cured within the applicable notice period. UnifiTechs may also terminate for nonpayment, insolvency where permitted by law, or as stated in an Order Form. Upon expiration or termination, Customer’s access ends and Customer must stop using the Services.
Subject to the applicable agreement, Customer may request an export of Customer Data during the Subscription and for the applicable post-termination retrieval period. UnifiTechs may delete Customer Data after that period, subject to backup cycles, legal retention obligations, security needs, and any separate data agreement. Confidentiality, payment obligations, intellectual-property protections, limitations of liability, indemnity, and provisions that by their nature should survive will survive termination.
11. Changes, Governing Law, Notices, and General Terms
UnifiTechs may update these Terms to reflect changes in the Services, law, or business practices. We will provide reasonable notice through the Services, website, email, or another reasonable method when an update is material. Continued use after the effective date of an update constitutes acceptance, except where applicable law requires another method.
These Terms are governed by the laws of [UNIFITECHS TO CONFIRM: STATE/COUNTRY], without regard to conflict-of-law principles. The parties will first attempt to resolve disputes in good faith. Any mediation, arbitration, litigation, venue, class-action waiver, and related process must be confirmed for the applicable jurisdiction. [ATTORNEY REVIEW REQUIRED]
Legal notices to UnifiTechs must be sent to [UNIFITECHS TO CONFIRM: legal entity name, physical address, and legal notice email]. UnifiTechs may give notices electronically to Customer’s account email, through the Services, or by another reasonable method. Electronic records and acceptances are valid to the extent permitted by law.
These Terms and the applicable Order Form are the entire agreement regarding their subject matter and replace prior understandings on that subject. Customer may not assign these Terms without UnifiTechs’ written consent, except in a permitted corporate transaction; UnifiTechs may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. If a provision is unenforceable, the remaining provisions remain in effect. A waiver must be in writing and is limited to the specific instance.