Master Terms of Service
Unifyed provides mobile applications designed to assist users with accessing information, registering for events, or submitting information (each application, an "App"). The Apps are collectively referred to herein as the "Service". This Master Terms of Service along with the Additional Terms (defined below), as such terms and policies may be updated from time to time (collectively, the "Terms"), governs your use of the Apps and the Unifyed Service.
By downloading an App or otherwise accessing or using the Service, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not use the Service.
1. USE OF THE SERVICE.
You are solely responsible for the use of the Service. By using the Service you acknowledge that your use of the Service is solely at your own risk. Your use of the App or any other downloadable software components provided by Unifyed is subject to these Terms and any Additional Terms provided by Unifyed.
2. ADDITIONAL TERMS.
In addition to these Master Terms of Service, the following additional terms apply to your use of the Service. By using the Service, you agree to be bound by these additional terms (including any age restrictions applicable to use of a particular App or feature of the Service), as applicable, which are incorporated herein by reference (collectively the "Additional Terms"):
- Privacy Policy, which describes Unifyed’s policies with respect to the collection, use, and disclosure of personal information from you; and
- EULA, which governs your use of software applications you may obtain from Unifyed; and
- Any additional terms or conditions Unifyed may supply from time to time.
In the event of a conflict between the terms and conditions in this document and the terms in any of the Additional Terms, these Master Terms of Service will control.
3. LICENSE GRANT.
Subject to these Terms, Unifyed grants you a limited, non-exclusive, non-transferable, term-limited, non-sublicensable, revocable license to use any software that is provided by Unifyed solely in connection with your use of the Service.
4. THIRD PARTY CONTENT.
a. General. Unifyed may contain or display through the Service various materials and content from third parties ("Third Party Materials"). The display on or through the Service of such Third Party Materials does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Unifyed of any third party or any affiliation between any such third party and Unifyed. Furthermore, in using and accessing the Service, you agree that Unifyed is in no way responsible for the accuracy, timeliness, or completeness of Third Party Materials. Unifyed’s display of specific Third Party Materials does not suggest a recommendation by Unifyed of the third party or any products, services, websites or plans offered. Your interaction with any third party accessed through the Service (whether online or offline) is at your own risk, and Unifyed will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party.
b. Third Party Links and References. The Service may contain references or links to third-party materials and websites not controlled by Unifyed. Unifyed provides such information and links as a convenience to you and such links and references should not be considered endorsements or recommendations of such sites or any content, products or information offered on such sites. You acknowledge and agree that Unifyed is not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked from the Service.
5. USE RESTRICTIONS.
Unifyed does not allow use of the Service for any illegal, abusive purposes, in any manner that interferes with or interrupts the proper functioning of the Service, or through the use of any bot, crawler, spider, or other automated process. If you violate any provision of these Terms, your permission to use the Service will terminate automatically. Additionally, Unifyed, in its sole discretion may terminate your user account on the Service or suspend or terminate your access to the Service at any time, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including, without limitation, by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.
6. RESTRICTIONS.
You agree not to use the Service or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, you agree that you will not do, or attempt to do, any of the following:
Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any part of the Service, use of the Service, access to the Service, or content obtained through the Service for any purpose other than for your authorized use of the features of the Service, in accordance with all applicable Terms; Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, or features that enforce limitations on the use of the Service or any content therein;
Use any manual or automated means to extract and/or compile content from the Service for any commercial purpose or otherwise;
Interfere with or disrupt the Service, networks or servers connected to the Service, or violate the regulations, policies or procedures of such networks or servers;
Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, x-raying, disassembling or hacking of all or part of the Service or any other part thereof, except and solely to the extent permitted by law, or otherwise attempt to use or access any of the Service other than as intended; or
Use the Service in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.
You expressly agree to abide by all the foregoing restrictions, except to the extent any foregoing restriction is prohibited by law.
7. RESERVATION OF RIGHTS.
The Service is owned and operated by Unifyed. The software, content, visual interfaces, interactive features, information, trademarks, logos, graphics, design, compilation, computer code, products, software, services, content, and all other elements of the Service ("Unifyed Materials"), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Unifyed Materials, including intellectual property rights therein and thereto, are the property of Unifyed or its subsidiaries or affiliated companies and/or third-party licensors. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Unifyed Materials. Unifyed reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the Unifyed Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in these Terms.
8. TERM AND TERMINATION.
These Terms will remain in effect until terminated. Your rights and licenses under these Terms will terminate immediately upon your breach of the Terms. You may terminate these Terms by uninstalling and ceasing use of the Apps.
9. MODIFICATIONS.
Unifyed reserves the right, in its sole discretion, to add, remove, or modify features of the Service at any time for any reason without liability to you. Unifyed may change, modify, add, or remove portions of these Terms (including the Additional Terms) at any time by making such modified terms available to you on the Unifyed website or through an App, or both. If Unifyed materially modifies these Terms, it will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the Service for the first time after such material changes are made. No modifications to these Terms will apply to any dispute between you and Unifyed that arose prior to the date of such modification. Your use of the Service after modifications to these Terms become effective constitutes your binding acceptance of such changes. If you are dissatisfied with the terms of these Terms, then you agree that your sole and exclusive remedy is to discontinue any use of the Service.
10. INDEMNITY.
You agree that you will be responsible for your use of the Service, and you agree to defend, indemnify, and hold harmless Unifyed and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "Unifyed Entities") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Service at any time; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. Unifyed reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with Unifyed’s defense of such claim.
11. WARRANTY DISCLAIMER.
THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE Unifyed ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE Unifyed ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING THE Unifyed ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND ANY MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES IS AT YOUR OWN DISCRETION AND RISK.
12. LIMITATION OF LIABILITY.
IN NO EVENT WILL THE Unifyed ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE Unifyed ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE Unifyed ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID TO Unifyed FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM OR (ii) $5.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU ACKNOWLEDGE AND AGREE THAT Unifyed HAS OFFERED ITS SERVICE AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND Unifyed, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND Unifyed.
EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. MISCELLANEOUS.
a. Governing Law. These Terms, whether interpreted in a court of law or in arbitration, shall be governed by the laws of the State of Ohio as they apply to agreements entered into and to be performed entirely within Ohio by Ohio residents regardless of your country of origin or where you access the Services, and without regard to conflict of law principles or the United Nations Convention for the International Sale of Goods.
b. Jurisdiction and Venue. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Unifyed agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Cuyahoga County, Ohio for the purpose of litigating all such claims or disputes.
No Class Actions. YOU AND Unifyed AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Entire Agreement. These Terms (including the various additional terms incorporated herein by reference) constitute the entire agreement between you and Unifyed, and supersedes any and all prior agreements, negotiations, or other communications between you and Unifyed, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties.
d. Severability. In the event that any provision of these Terms is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from these Terms; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby.
e. Compliance with Laws. You agree to abide by all applicable laws in your use of the Service, including export control laws and similar regulations governing the transfer of software and other technology outside of the United States or other jurisdictions.
f. Assignment. You may not assign these Terms. Unifyed may assign these Terms without restriction. Subject to the foregoing, these Terms shall be binding on the parties and their respective successors and permitted assigns.
g. Force Majeure. You acknowledge and understand that if Unifyed is unable to provide the Service as a result of a force majeure event Unifyed will not be in breach of these Terms. A force majeure event means any event beyond the control of Unifyed.
h. Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided in these Terms or by law shall not constitute a waiver of that right, power or remedy. Unifyed’s waiver of any obligation or breach of these Terms shall not operate as a waiver of any other obligation or subsequent breach of these Terms.
i. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.