Simple Terms & Conditions
Last updated April 01, 2020
BY USING THE SIMPLE SUBSCRIPTION SERVICES, YOU AGREE TO BE BOUND BY THESE SUBSCRIPTION TERMS AND CONDITIONS (“TERMS AND CONDITIONS”). YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE IMMEDIATELY STOP USING THE SUBSCRIPTION SERVICES AND LET US KNOW.
“Intellectual Property Rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
“Subscription Services” means the services provided by Unity during the Subscription Term as more fully described in the ordering document(s).
“Subscription Term” means the period of time during which the Subscription Services may be used by You as set forth in the applicable ordering document(s) and subject to Your compliance with these Terms and Conditions.
“Third Party Software” means any separate third-party software which may be provided for Your use in connection with the Subscription Services.
“Unity” or “Us” means Unity Web Agency, LLC, a North Carolina limited liability company.
“You” means the natural person or entity agreeing to be bound by these Terms and Conditions.
2. Electronic Contracting
Your use of the Subscription Services includes Your acceptance of entering into agreements and/or making transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL TRANSACTIONS YOU ENTER IN CONNECTION WITH THE SUBSCRIPTION SERVICES, INCLUDING NOTICES OF PRICING, CANCELLATION, POLICIES, AND CONTRACTS.
3. License & Restrictions
3.1 License. Subject to these Terms and Conditions and payment of all fees, Unity grants You a personal, non-exclusive, worldwide, limited, non-transferable, and terminable right to access and use the Subscription Services for Your internal business purposes during the Subscription Term.
3.2 Restrictions. You agree that You will NOT without the express written authorization of Unity (a) copy, sell, sublicense, or otherwise transfer the Subscription Services to any third party; (b) remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Subscription Services; (c) except to the extent expressly permitted by applicable law, and to the extent that the Unity is not permitted by that applicable law to exclude or limit the following rights, You will not decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from any software provided in connection with the Subscription Services, in whole or in part; (d) disable, circumvent or de-install any computer system license management routines, access codes or control programs; or (e) modify or create derivative works of the Subscription Services. You agree that upon a breach of the covenants above, Unity shall have the right, without notice or demand, to suspend or disable the Subscription Services.
3.3 Third Party Software. The Third Party Software is separately licensed and governed exclusively by the applicable license agreement accompanying, included or referenced with such software packages ("Third Party Terms"). You agree to comply with the Third Party Terms.
4. Fees & Payment
4.1 Fees. You agree to pay all fees for the Subscription Services as set forth in the applicable ordering document(s). Billing occurs at the time of or shortly after Your transaction. When making purchases, Your credit card is charged for the entire balance of the purchase. All fees are non-refundable unless expressly agreed-to by Unity in writing. We reserve the right to suspend the Subscription Services until payment is received.
4.2 Term & Termination. If You have not provided content and Unity has not begun building the website, the project can be cancelled with no fee. If You have provided content and Unity has begun building the website, the project can be cancelled, and You shall pay a fee equal to the number of hours Unity personnel have spent building the website prior to the date of cancellation at Unity’s standard hourly rate of $150 an hour, not to exceed $7,000. If Unity has completed and launched the website, the project can be cancelled before the initial twelve (12) months, and You shall pay Unity the total agreed amount of the services.
4.3 Taxes. If we have the legal obligation to pay or collect taxes for which You are responsible, including but not limited to, sales, use, transfer, privilege, excise, and all other taxes and duties that are levied or imposed by reason of our performance of the Subscription Services, the appropriate amount shall be invoiced to and paid by You, unless You provide Unity with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Intellectual Property
5.1 Your Releases. You guarantee that all elements of text, images, or other artwork You provide (“Provided Materials”) are either owned by You, or that You have permission to use them. When You provide Provided Materials to Unity, You agree to protect Unity from any claim by a third party that we are using their intellectual property. You hereby permit Unity to use the Provided Materials in connection with the Subscription Services.
5.2 Our Releases. We guarantee that all elements of the work we deliver to You (“Delivered Materials”) are either owned by Unity or we have obtained permission to provide them to You. We hereby permit You to use the Delivered Materials in connection with the Subscription Services during the Subscription Term. When we provide Delivered Materials to You, we agree to protect You from any claim by a third party that You're using their intellectual property. In such an instance, You agree to give us prompt written notice of the infringement claim, allow us the sole control of the defense or settlement of the infringement claim, and provide us with assistance, information, and authority reasonably necessary to carry out our obligations under this section. We will reimburse You for Your reasonable out-of-pocket expenses incurred in providing such assistance. In the event an injunction is threatened or issued against You relating to an infringement claim, we will at our option (i) procure for You at our expense, a license from the intellectual property right owner to use the property; or (ii) modify or replace the offending portion of the material we have provided to You, at our expense, to make the material non-infringing without materially impairing its usefulness or performance; and You agree that this section shall be Your sole remedy for any infringement claim against You with respect to a third party’s intellectual property.
5.3 Your Ownership. As between Unity and You, You shall continue to own the Intellectual Property Rights in any Provided Materials. We will provide You with a copy of all Provided Materials upon Your request or upon the expiration or termination of the Subscription Services.
5.4 Our Ownership. Unity owns the Intellectual Property Rights in any Delivered Materials or any products or materials designed, developed, or created (i) for You or on your behalf in connection with the Subscription Services; (ii) separately from the Subscription Services; and/or (iii) prior to the effective date of the Subscription Services. No such Intellectual Property Rights shall be assigned to You in connection with this engagement.
5.5 Display of Work. We love to show off our work and share what we have created with other people, so we reserve the right to display and link to Your project as part of our portfolio, talk about it in presentations, and/or to write about it in media like websites, magazines, and books.
We acknowledge our responsibility to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information disclosed by You to us or developed by us on Your behalf. During the Subscription Term and for a period of three (3) years thereafter, we agree to not disclose Your confidential information to any third party and to only use it in connection with the Subscription Services or as required by a court or governmental authority. Confidential information includes proprietary technical and/or business information, and any other information clearly marked as "Confidential." It does not include any information that is in the public domain, becomes publicly known through no fault by Us, is properly received from a third party without an obligation of confidentiality, or is otherwise known by Us before obtaining access in connection with the Subscription Services.
7. The Nitty Gritty
7.1 Independent Contractor. The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
7.2 As-Is. The Subscription Services are provided "as is". Unity hereby disclaims all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Unity makes no warranty that the Subscription Services will be error free or that access thereto will be continuous or uninterrupted. You understand that You access, use or otherwise obtain content or services through the Subscription Services at Your own discretion and risk.
7.3 General Representation and Warranty. You represent and warrant that (i) Your use of the Subscription Services will be in strict accordance with these Terms and Conditions and with all applicable laws and regulations (including without limitation any local laws or regulations in Your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside) and (ii) Your use of the Subscription Services will not infringe or misappropriate the intellectual property rights of any third party.
7.4 Indemnification. You agree to indemnify and hold harmless Unity and its employees, contractors, and agents from and against any and all claims and expenses, including attorneys' fees, arising out of Your use of the Subscription Services, including but not limited to Your violation of these Terms and Conditions.
7.5 Limitation of Liability. IN NO EVENT WILL UNITY BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES; (II) THE COST OF PROCUREMENT FOR SUBSTITUTE PRODUCTS OR SERVICES; (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (IV) FOR ANY AMOUNTS THAT EXCEED THE FEES PAID BY YOU TO UNITY UNDER THESE TERMS AND CONDITIONS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION AND WHETHER OR NOT UNITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. UNITY SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL. WE BOTH ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE A CONDITION AND MATERIAL CONSIDERATION FOR OUR ENTRY INTO THIS AGREEMENT. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
7.6 Modifications. Unity reserves the right, at its sole discretion, to modify or replace any part of these Terms and Conditions. It is Your responsibility to check these Terms and Conditions periodically for changes. Your continued use of or access to the Subscription Services following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes. Unity may also, in the future, offer new services and/or features through the Subscription Services (including, the release of new tools and resources). Such new features and/or services shall be subject to these Terms and Conditions.
7.7 Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of North Carolina, exclusive of its rules governing choice of law and conflict of laws. If legal action is commenced by either party to enforce or defend its rights under these Terms and Conditions, such action shall be brought only in a court located in Wake County, North Carolina, and we both agree to submit to the jurisdiction of such courts.
7.8 No Transfer. Neither party can transfer these Terms and Conditions, nor any right or obligation specified hereunder, to anyone else without the other's permission. These Terms and Conditions are intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties to these Terms and Conditions may enforce them.
7.9 No Waiver. No delay in enforcing any right or remedy as a result of a breach of these Terms and Conditions shall constitute a waiver of that breach. A waiver of any provision of these Terms and Conditions must be in writing and signed by the waiving party, and shall not imply subsequent waiver of that or any other provision. If for some reason one part of these Terms and Conditions becomes unlawful, invalid, void, or unenforceable, the remaining parts of it remain in place.
7.10 Entire Agreement. These Terms and Conditions constitute the entire understanding of both parties.
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