Uniti AI, Inc. Service Terms and Conditions
Last revised on: June 13, 2024
These Service Terms and Conditions (these “Service Terms”) govern the use of services provided by Uniti AI, Inc. (“Uniti AI”) to the Client set forth on the applicable Order Form (“Client”). Together Uniti AI and Client shall be referred to herein as the “Parties” or individually as a “Party”. Defined terms used herein but not otherwise defined shall have the meanings set forth in the applicable Order Form.
Introduction to Uniti AI: Uniti AI provides a cloud-based solution designed to streamline and enhance the leasing process. Uniti AI leverages cutting-edge artificial intelligence to automate tasks such as prospect screening and scheduling, making leasing more efficient and data-driven for property managers and landlords.
1. Definitions.
“Affiliate” means, with respect to a Party, an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, such Party. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting securities or interests of an entity.
“AI Tools” means any features or functionality made available by Uniti AI that utilize data models trained by machine learning.
“Client Data” means non-public data provided by Client and End Users to Uniti AI to enable the provision of the Service.
“Documentation” means Uniti AI’s technical documentation and usage guides for the Service as made available at www.getuniti.com or through the Service.
“DPA” means a data processing addendum executed by the parties, if applicable. Uniti AI’s form of DPA is made available at www.getuniti.com/dpa.
“End User” means the customers and prospective customers of Client contacted by and/or interacting with Client through the Service.
“Order Form” means the Services Order Form executed by the Parties.
“Pilot Term” means the specified period of time during which Uniti AI shall provide a Pilot to the Client pursuant to the applicable Order Form.
“Privacy Policy” means Uniti AI’s Privacy Policy made available at www.getuniti.com/privacy-policy, which constitutes an integral part of this Agreement.
“Service” means Uniti AI’s artificial intelligence and software-as-a-service offerings, together with all associated Software and Documentation. The Service is provided and licensed based on limitations identified in the applicable Order Form.
“Software” means any Uniti AI software provided to Client as part of the Service.
“Subscription Term” means the specified period of time during which Client is entitled to access and use the Service in accordance with this Agreement.
“Term” means the Pilot Term and the Subscription Term collectively.
“Users” means End Users and Client Users collectively.
“ClientUsers” means the persons allowed access to the Service on behalf of Client, including its and its Affiliates’ independent contractors and consultants.
2. Service Access and Use
Subject to the terms of this Agreement, Client and its Client Users may access and use the Service during the Term in accordance with the applicable Order Form and Documentation. Client may permit its Affiliates (and its and its Affiliates’ independent contractors and consultants) to act as Client Users provided that any such use is solely for the benefit of Client. Client is responsible for each User’s compliance with this Agreement, for each User’s actions while using the Service, and for maintaining the security of each Client User’s username and password. Client shall also be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”), for maintaining the security of the Equipment, and for all uses of Client’s account or the Equipment with or without Client’s knowledge or consent. To the extent use of the Service requires Client to install any Software on Client’s local hardware or cloud environment, Uniti AI grants Client and its Client Users a non-exclusive, non-transferable, and non-sublicensable right and license to use the object code form of such Software during the Term and in accordance with the applicable Order Form and Documentation.
3. Restrictions.
Client will not (and will not permit any third party to): (i) sell, rent, assign, sublicense, or distribute the Service, or provide the Service as a commercial hosted service, to any third party; (b) provide access to, or otherwise make available, the Service to any third party (except as expressly set forth in Section 2); (c) modify, copy, translate, or create derivative works of, the Service, (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain or derive the source code or non-public APIs or algorithms of the Service, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Uniti AI); (e) use the Service to store or transmit malicious or disruptive code; (f) attempt to interfere with or disrupt the integrity or performance of the Service, or to gain unauthorized access to the Service; (g) remove or obscure any copyright labels or proprietary notices contained in the Service; (h) use the Service in violation of applicable law or any third party intellectual property right; or (i) use the Service to benchmark the Service or to build similar or competitive products or services.
4. Pilot.
If and to the extent set forth on the applicable Order Form, Uniti AI shall make available to Client trial access and use of the Service and/or other services, software, or features that may not yet be generally available, including pre-release or beta versions of the foregoing which may not operate correctly (each a “Pilot”). Client may access and use Pilots solely for the purpose of implementing and testing the Service and related features. Pilots are provided “as is” without Support, indemnification, or warranty of any kind, whether express, implied, statutory, or otherwise.
5. Proprietary Rights.
5.1 Title by Uniti AI. Uniti AI and its licensors retain all right, title, and interest in all intellectual property rights, including patent, trademark, trade name and copyright, whether registered or not registered, in and to the Service, Software, and the underlying technology thereof, the Documentation, and any derivative works, modifications, or improvements of any of the foregoing. Uniti AI also owns all aggregated and anonymized statistical and performance information related to the provision and operation of the Service (“Aggregated Data”), and Client understands that such information is inherent to, and necessary for, Uniti AI’s provision of the Service. Uniti AI reserves all rights in the Service not expressly granted herein, and no other license or implied rights of any kind are granted or conveyed. “Uniti AI” and associated logos are the registered trademarks or trademarks of Uniti AI and its Affiliates. This Agreement does not permit Client to use any Uniti AI trademarks.
5.2 License to Client Data. Client shall own all right, title and interest in and to the Client Data, as well as any data that is based on or derived from the Client Data and provided to Client as part of the Services, excluding Aggregated Data. Subject to the terms of this Agreement, Client hereby grants to Uniti AI and its Affiliates a non-exclusive, non-transferable, and royalty-free license, during the Term, to use Client Data for the purpose of providing the Service and Support to Client.
5.3 Feedback. Uniti AI may freely use and incorporate into Uniti AI’s products and services any suggestions, corrections, enhancement requests, or other feedback provided to Uniti AI by Client or Users of the Service (“Feedback”), provided that Uniti AI’s use of such Feedback is anonymized and does not identify Client or any User in any manner.
6. AI Terms.
6.1 Input and Output. Users may provide input to be processed by the AI Tools (“Input”), and receive output generated and returned by the AI Tools based on the Input (“Output”). Such Input and Output are Client Data. Client is solely responsible for the development, content, operation, maintenance, and use of Client Data. Client acknowledges that due to the nature of machine learning and the technology powering the AI Tools, Output may not be unique and AI Tools may generate the same or similar output to third parties, and the AI Tools may generate the same Output for multiple users.
6.2 AI Tools Use Restrictions. Client will not (and will not permit any third party to) use the AI Tools or Output (i) to develop foundation models or other large scale models that compete with Uniti AI or the AI Tools; (ii) to mislead any person that Output from the Service was solely human generated; (iii) to generate spam or content for dissemination in electoral campaigns, or (iv) in a manner that violates any technical documentation, usage guidelines, or parameters. Client shall ensure that Input and use of the AI Tools and Output will not (i) violate any applicable law, including any local, regional, or national prohibition of such technology; (ii) violate these Service Terms or the Agreement; or (iii) infringe, violate, or misappropriate any of our rights or the rights of any third party.
6.3 Improving the AI Tools. Uniti AI does not use your Client Data or permit others to use your Client Data to train the machine learning models used to provide the AI Tools functionality. Client use of the AI Tools does not grant Uniti AI any right or license to Client Data to train machine learning models. Artificial intelligence and machine learning models can improve over time to better address specific use cases. Uniti AI may use data we collect from Client’s use of the AI Tools to improve Uniti AI models when Client (i) voluntarily provides feedback to Uniti AI; or (ii) gives permission.
6.4 WARRANTY DISCLAIMER. UNITI AI DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE AI TOOLS OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE AI TOOLS. CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA OBTAINED THROUGH THE USE OF ANY AI TOOL IS DONE AT CLIENT’S SOLE RISK. CLIENT AND USERS SHOULD NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENTLY FACT-CHECKING THEIR ACCURACY. OUTPUT THAT APPEARS ACCURATE BECAUSE OF ITS DETAIL OF SPECIFICITY MAY STILL CONTAIN MATERIAL INACCURACIES. THE AI TOOLS CANNOT DYNAMICALLY RETRIEVE INFORMATION, AND OUTPUT MAY NOT ACCOUNT FOR EVENTS OR CHANGES TO UNDERLYING FACTS OCCURRING AFTER THE AI MODEL WAS TRAINED. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENTS OR USERS FROM UNITI AI OR THROUGH THE AI TOOLS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
6.5 Third Party Provider Policies. The AI Tools are provided by a third party, OpenAI, through an API. Client shall not and shall ensure that Users do not use the AI Tools in a manner that violates any OpenAI policies, including their Usage Policy, Content Policy, Sharing and Publication Policy, and/or Community Guidelines.
7. Fees.
7.1 Fees and Payment. Client shall pay to Uniti AI the fees set forth in each applicable Order Form (the “Fees”). Unless otherwise specified in the applicable Order Form, all Fees payable to Uniti AI under this Agreement shall be paid in United States Dollars (or the currency identified in the applicable Order Form) and shall be due Net Thirty (30) days from the date of invoice.
7.2 Taxes. All Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges including, without limitation, VAT, GST, or similar withholding taxes or obligations (collectively, “Taxes”). Client shall be responsible for paying all Taxes associated with the Service (without any offset or deduction to the fees paid to Uniti AI) other than taxes based on Uniti AI’s net income, and Client may not reduce the fees payable to Uniti AI as a result of Taxes.
7.3 Overage. Uniti AI reserves the right to monitor Client’s use of the Service. Any use of the Service by Client in excess of the capacity granted in the applicable Order Form (“Overage”) is subject to billing in arrears by Uniti AI.
8. Maintenance and Support.
During the Subscription Term, Uniti AI will provide Client reasonable technical support services. Client acknowledges and agrees that Uniti AI may rely on the actions and instructions of any Client User in the provision of Support to Client.
9. Warranties and Disclaimers.
9.1 Uniti AI Warranty. Uniti AI warrants that the Service will perform, in all material respects, in accordance with the Documentation during the Subscription Term. In the event of a breach of this warranty, Uniti AI will use commercially reasonable efforts to correct the reported non-conformity, at no additional charge to Client, or if Uniti AI determines such remedy to be impracticable, either party may terminate the applicable Order Form and Client will receive a prorated refund of Fees pre-paid to Uniti AI for Client’s use of the Service for the remainder of the Subscription Term. The foregoing remedy shall be Client’s sole and exclusive remedy for any breach of warranty hereunder.
9.2 Exclusions. The warranty in Section 9.1 shall not apply unless Client makes a claim within thirty (30) days of the date on which Client first noticed the alleged non-conformity. The warranty also does not apply to any unavailability or suspension of the Service arising or resulting from: (i) factors outside of Uniti AI’s reasonable control, including any force majeure event, Client’s Internet access, or other problems beyond the scope of the Service; (ii) any actions or inactions of Client or any third party not under Uniti AI’s direct control; (iii) misuse, unauthorized modification, or Client or third party equipment, software, services, or technology not within Uniti AI’s direct control; (iv) any cloud service provider performance issues; or (v) Uniti AI’s suspension or termination of Client’s right to use the Service in accordance with this Agreement.
9.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICE IS PROVIDED “AS IS,” AND UNITI AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. UNITI AI DOES NOT WARRANT AGAINST LOSS OR INACCURACY OF DATA OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. UNITI AI SHALL NOT BE LIABLE FOR PROBLEMS INHERENT IN USE OF THE INTERNET OR FOR ISSUES RELATED TO CLIENT’S NETWORK. NOTWITHSTANDING THE WARRANTY EXPRESSLY SET FORTH IN SECTION 9.1, CLIENT SHALL USE ALL AI TOOLS AS-IS AND UNITI AI MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE AI TOOLS, INCLUDING, BUT NOT LIMITED TO, ACCURACY, TITLE OR NON-INFRINGEMENT.
9.4 Client Warranty. Client warrants that it has all rights, authorizations, and consents necessary under applicable law to permit the collection, transmission and use of Client Data as contemplated by this Agreement, including, but not limited to, authorization and consent to collect and use End User data provided to Uniti AI or the AI Tools through use of the Service.
9.5 DPA. Each Party acknowledges and agrees to the terms of the DPA, if applicable.
10. Confidentiality.
10.1 Definition. “Confidential Information” means non-public information that is identified as confidential at the time of disclosure by the Disclosing Party or that should reasonably be understood by the Receiving Party to be confidential due to the nature of the information or the circumstances surrounding its disclosure. Uniti AI’S Confidential Information includes all non-public information relating to the Service, including Fees identified in any Order Form, performance or benchmark results, and any usage statistics. Confidential Information does not include information that: (i) is made generally available to the public without breach of this Agreement or of any existing confidentiality obligations governing such information; (ii) is developed by the Receiving Party independently from and without reference to the Confidential Information; (iii) is disclosed to the Receiving Party by a third party without restriction; or (iv) was in the Receiving Party’s lawful possession prior to disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party.
10.2 Obligations. Each party (the “Receiving Party”) shall protect the Confidential Information of the other party (the “Disclosing Party”) using the same degree of care that it uses to protect the confidentiality of its own confidential information (but not less than reasonable care). The Receiving Party shall (i) not use or disclose any Confidential Information of the Disclosing Party for any purpose except as necessary in performance of its obligations under this Agreement or as otherwise authorized by the Disclosing Party in writing, and (ii) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who have a need to know such Confidential Information for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. The Receiving Party’s obligations under this Section 10 shall survive termination and continue for five (5) years from the date of termination of this Agreement. All Confidential Information shall remain the property of the Disclosing Party. Upon termination, the Receiving Party shall cease any use of the Disclosing Party’s Confidential Information. Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all documents and tangible materials containing Disclosing Party’s Confidential Information and provide a signed document attesting to such return or destruction. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
10.3 Confidentiality of Data Breach. The existence of, or details surrounding, any data breach or suspected data breach is the Confidential Information of the breached or allegedly-breached party. Neither party will make any public statement identifying or implicating the other party in relation to any data breach or suspected data breach without the prior written consent of an officer of the breached or allegedly-breached party.
11. Indemnification.
11.1 By Client. Client will defend, indemnify, and hold Uniti AI and its Affiliates harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim brought by a third party alleging that the Client Data infringes a copyright, trademark, or U.S. patent, misappropriates a trade secret, or violates a privacy right of a third party.
11.2 By Uniti AI. Uniti AI will defend, indemnify, and hold Client and its Affiliates harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim brought by a third party alleging that the Service, excluding all AI Tools and Output and content generated therefrom, infringes a copyright, trademark, or U.S. patent, or misappropriates a trade secret. Notwithstanding the foregoing, Uniti AI will have no obligation with respect to any infringement claim based upon (a) any use of the Service that is not in accordance with this Agreement or the corresponding Documentation; (b) any use of the Service in combination with other products or services not provided by Uniti AI if such infringement would not have arisen but for such combination; or (c) any unauthorized use or modification of the Service. If Client’s use of the Service is, or in Uniti AI’S opinion may become, enjoined as a result of an infringement claim, or if Uniti AI determines such actions are reasonably necessary to avoid liability, Uniti AI may, at its option and expense, either (i) procure for Client the right to continue using the Service; (ii) replace or modify the Service so that it becomes non-infringing and remains functionally equivalent; or (iii) if, despite its commercially reasonable efforts, Uniti AI is unable to do either (i) or (ii), Uniti AI will terminate the rights herein and pay to Client a prorated refund of any Fees pre-paid to Uniti AI for the Service for the remainder of the Subscription Term. This Section 11.2 states Uniti AI’S entire liability, and Client’s sole and exclusive remedy, for infringement claims and actions.
11.3 Procedure. The obligations under this Section 11 are subject to the party seeking indemnity or reimbursement hereunder (the “Indemnified Party”) notifying the other party (the “Indemnifying Party”) promptly in writing of such claim, giving the Indemnifying Party sole control of the defense thereof and any related settlement negotiations, and cooperating and assisting in such defense at the Indemnifying Party’s reasonable request and expense (including reasonable attorneys’ fees). Notwithstanding the foregoing, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if the settlement would require the Indemnified Party to (i) pay any amounts, or (ii) require the Indemnified Party to make an admission of wrongdoing or fault. Nothing in this Section 11 prohibits the Indemnified Party from participating in the defense of any claim at its own expense.
12. Limitation of Liability.
12.1 EXCEPT FOR THE “EXCLUDED CLAIMS,” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES, OR INTERRUPTION OF BUSINESS, OR THE COST TO PROCURE SUBSTITUTE GOODS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY CLIENT FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (THE “GENERAL LIABILITY CAP”).
12.2 “EXCLUDED CLAIMS” MEANS (I) EITHER PARTY’S OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION); (II) INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; AND (III) LIABILITY WHICH, BY LAW, CANNOT BE LIMITED.
12.3 UNITI AI IS NOT RESPONSIBLE FOR THE USE OF THE SERVICE BY CLIENT OR END USERS OR THE SUCCESS OBTAINED BY CLIENT FROM THE SERVICE. RESULTS OF THE SERVICE ARE DEPENDENT ON THE ACCURACY, QUALITY, INTEGRITY, RELIABILITY AND APPROPRIATENESS OF THE INFORMATION PROVIDED BY CLIENT AND USERS AND IS NOT GUARANTEED. CLIENT SHALL HAVE NO LIABILITY FOR INPUT, OUTPUT OR AI TOOLS AND SHALL HAVE NO OBLIGATION TO INVESTIGATE THIRD PARTY RIGHTS WITH RESPECT THERETO.
13. Term; Termination.
13.1 Term. Uniti AI may terminate Client’s access to and use of any Pilot at any time, upon notice to Client. Client may terminate this Agreement and all of its rights hereunder at the end of the Pilot Period by providing Company written notice thereof no less than 10 days prior to the end of the Pilot Period; otherwise, this Agreement shall continue in effect for the Subscription Term (subject to earlier termination as provided in Section 13.2). The start date of the Subscription Term shall be: (i) the date immediately following the expiration of the Pilot Period, or (ii) the date identified in the Order Form if no Pilot Period is provided. For any renewal, the start date of the Subscription Term shall be the date immediately following the end date of the previous Subscription Term. Except as otherwise specified in the applicable Order Form, upon expiration of the initial Subscription Term, the Service will automatically renew for subsequent 12-month terms, unless either Party provides the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current Subscription Term. Uniti AI reserves the right to change the Fees and to institute new Fees at the end of the Initial Subscription Term or then current renewal term, upon forty-five (45) days prior notice to Client.
13.2 Termination. This Agreement, and Client’s rights to use the Service, shall terminate immediately if: (i) a Party materially breaches any provision of this Agreement and fails to cure such breach within 30 days from the date of written notice from the non-breaching Party, or (ii) a Party seeks protection under any bankruptcy or similar proceeding and such proceeding is not dismissed within sixty (60) days. Except as otherwise set forth herein, the Service may not be cancelled or terminated by Client during the Subscription Term.
13.3 Effect of Termination. Upon expiration or termination of any Subscription Term: Client shall promptly: (a) discontinue all use of the Service, and (b) pay all Fees due during the Subscription Term; provided, however, that if Client terminates the Service for Uniti AI’s uncured breach, then (1) Client shall pay all Fees due for the Service up to the effective date of termination, and/or (2) Client will receive a prorated refund of amounts pre-paid to Uniti AI for Client’s use of the Service for the remainder of the Subscription Term. Notwithstanding the foregoing, any amounts pre-paid through the effective date of termination are final and non-refundable. Sections 1, 3, 5, 6.4, 10, 11, 12, 13.3, and 14 will survive any termination of this Agreement.
13.4 Suspension. In addition to Uniti AI’s rights and remedies hereunder, Uniti AI may suspend Client’s access to or use of the Service immediately: (i) if Uniti AI reasonably believes Client’s use of the Service may pose a security risk to or may adversely impact the Service; (ii) if Client materially breaches any provision of this Agreement and fails to cure such breach within 30 days from the date of Uniti AI’s written notice; (iii) if Client fails to make timely payments for the Service to Uniti AI (provided Uniti AI has first notified Client of such nonpayment and given Client the opportunity to cure such nonpayment); or (iv) if Client becomes insolvent, has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
14. General Provisions.
14.1 Governing Law and Venue. This Agreement will be governed by the laws of the State of Delaware and the United States without regard to any conflicts of laws principles. The parties expressly consent to the personal jurisdiction and venue in the state and federal courts in Delaware for any lawsuit filed relating to this Agreement. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
14.2 Compliance with Laws. The parties agree to comply with all laws applicable to the use of the Service and performance of its obligations under this Agreement; provided that Uniti AI shall have no responsibility or liability with respect to performance of or content generated by the AI Tools.
14.3 Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, certified overnight delivery, registered mail (return receipt requested), or email and shall be deemed given upon receipt. Notwithstanding the foregoing, except for notices related to non-payment, notices related to termination of this Agreement may not be given via email. Email notices to Uniti AI shall be sent to francesco@getuniti.com and to Client at the email address(es) Client uses to login to the Service.
14.4 Export. The Service and related technology are subject to U.S. export laws and may be subject to export regulations in other countries. Client agrees not to use or export (directly or indirectly) the Service or related technology in violation of applicable export laws or regulations. Client represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that has been designated by the U.S. government as a “terrorist supporting” country.
14.5 No Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of a party’s assets or voting securities. Any other transfer or assignment of this Agreement except as expressly authorized under this Section will be null and void.
14.7 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to any cause beyond such party’s reasonable control, including acts of God, labor conditions, systemic electrical, telecommunications, or other utility failures, earthquakes, floods, fires, storms, acts of terrorism, war, or acts or orders of government.
14.8 Miscellaneous. If any provision of these Service Terms is held to be invalid or unenforceable, that provision will be limited to the minimum extent necessary so that the Service Terms will otherwise remain in effect. Any waiver or failure to enforce any provision of these Service Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.