Terms and Conditions

1.1 During the term of the subscription, we grant you access to use the subscription service as described in this agreement and the applicable order. You must ensure that any access to, use of and receipt of the service by you and your users is subject to and compliant with this agreement.

1.2 Uptime commitment. During the free phase, there is no uptime commitment. Further information on the limitations applicable to your subscription can be found in the product-specific terms.

1.3 The restrictions applicable to our free alpha subscriptions are set out in the product itself. You must be at least 18 years old to use the platform.

1.4 Changes. We may change the subscription service from time to time, including by adding or removing features and functions, in order to improve your experience.

1.5 Customer care. Information on the conditions for customer support that apply to your subscription can be found in the product-specific terms.

1.6 You must comply with our acceptable use policy. You may not use the subscription service in a way that violates the terms of the AUP or for a purpose or in a manner that is unlawful or prohibited under these terms or by law.

1.7 You must notify us immediately of any unauthorized use of your users' credentials or passwords, or of your account.

1.8 You acknowledge that the subscription services are not designed for processing or managing sensitive data, and you therefore agree not to use the subscription service to collect, manage or process sensitive data. We assume no liability arising from your use of the subscription service for the collection, processing or management of sensitive data.

1.9 If you register for a free trial subscription, we will provide the relevant subscription service until the earlier of (a) the end of the free trial subscription or (b) the start of your paid subscription. If you do not purchase a subscription before the free trial ends, all of your data in the subscription service may be permanently deleted at the end of the trial period and we will not restore it.

2.1 Subscription fees. The subscription fee remains fixed during the initial term of your subscription unless (i) you exceed your maximum runtimes or other applicable limits, (ii) you perform an upgrade, (iii) you subscribe to additional features or products, or (iv) a different arrangement is set out in your order. We may also reduce your fees by written notice to you.

2.2 Consulting and training fees are agreed separately.

3.1 The initial term of your subscription is stated in your order.

3.2 You may terminate your subscription early at your discretion.

3.3 Either party may terminate this agreement for good cause.

3.4 We may suspend a user's access to one or all subscription services without prior notice if: (i) use violates applicable laws or the terms of this agreement, (ii) use of the email dispatch service results in excessive bounces or spam complaints, or (iii) material that infringes copyright or trademark rights is repeatedly posted.

3.5 We are entitled to review and delete customer data or customer materials that we determine violate these terms, without prior notice, provided that we are not obliged to review your customer data in advance.

3.6 If your website or use of the subscription service is subject to denial-of-service attacks, creates a security vulnerability, consumes excessive bandwidth or causes us damage, we may suspend access in whole or in part. We will make commercially reasonable efforts to limit the suspension to the affected part.

3.7 We may suspend, restrict or terminate the free services at any time for any reason without prior notice. We may also terminate your subscription to the free services due to inactivity.

3.8 This agreement applies for as long as you have access to a UNOY account. Upon termination or expiry of this agreement, you must cease all use of the subscription service and UNOY content.

4.1 You own and retain all rights to customer materials and customer data. This agreement does not grant us any ownership rights in customer materials or customer data. You grant us permission to use customer materials and customer data only to the extent necessary to provide the subscription service.

4.2 We will not use customer data to contact individuals or companies unless you instruct us to do so or otherwise permit it. We will use customer data only to provide the subscription service to you.

4.3 We may collect information about you and your users when you interact with the subscription service. We may summarize and anonymize this information and share it with third parties, provided that it does not include customer data or identify users.

4.4 We may use customer data in anonymized form for machine learning in order to support and improve specific product features and functions.

You will indemnify, defend and hold us and our affiliated companies harmless at your expense against third-party claims arising from: (a) unauthorized or unlawful use of the subscription service by you, (b) breach of this agreement, (c) use of third-party products by you, or (d) unauthorized use of the subscription service by another person using your user credentials.

We will notify you in writing within thirty (30) days after becoming aware of such a claim and will leave sole control of the defense or settlement to you. You may not accept any settlement that imposes an obligation on us or requires an admission from us without our prior written consent.

8.1 We warrant that (i) the subscription service and the consulting services will be provided in a manner consistent with generally recognized industry standards and (ii) we will not knowingly introduce viruses or other forms of malicious code into the subscription service. This warranty does not apply if you use only the free services. In the event of non-compliance, we will make all commercially reasonable efforts to remedy it within sixty (60) days.

8.2 Disclaimer of warranties. To the extent permitted by law, the subscription service, UNOY content and consulting services are provided without warranties or conditions of any kind. We disclaim all warranties and conditions of any kind, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

8.3 No indirect damages. To the extent permitted by law, neither party shall be liable for indirect, incidental, punitive or consequential damages or for loss of profits, revenue, data or business opportunities.

8.4 Limitation of liability. The total liability of a party is limited to an amount equal to the total amount paid for the subscription service in the twelve months preceding the event. For free services, total liability is limited to one hundred US dollars.

8.5 Third-party products. We and our partners disclaim any liability in connection with third-party products.

8.6 You understand and agree that we would not make the subscription service available to you without your agreement to this limitation of liability.

9.1 Amendment; no waiver. We may amend this agreement in whole or in part by publishing a revised version. The revised version becomes effective on the next business day after publication. If you do not agree with a change, you must notify us in writing within thirty (30) days.

9.2 Force majeure. Neither party shall be liable for failure or delay in performance caused by war, force majeure, power, internet or telecommunications outages, governmental restrictions or other events beyond reasonable control.

9.3 Permitted actions. Except for claims based on non-payment or infringement of intellectual property rights, no action may be brought more than one (1) year after the cause of action arose.

9.4 Nothing in this agreement creates a joint venture, partnership, employment relationship or agency relationship between the parties.

9.5 If any part of this agreement is invalid or unenforceable, the invalid provision shall be deemed replaced by a valid provision that most closely reflects the intent of the original provision.

9.6 Notices to UNOY must be sent to the contact address and are deemed delivered on the date of actual receipt.

9.7 We may provide electronic notices through general communications in the subscription service or by email to the address stored in our account information.

9.8 Entire agreement. Together with our Privacy Policy, this agreement constitutes the entire agreement between us and replaces all other proposals and arrangements.

9.9 You may not assign or transfer this agreement without our prior written consent, except that you may assign this agreement to a successor in connection with a merger, restructuring or sale.

9.10 No third-party beneficiaries. Nothing in this agreement is intended to grant any right or benefit to any third party.