General Terms & Conditions
These General Terms & Conditions (these “General Terms”) constitute a contract between you (“Client” or “you”) and THE UNIFY PROJECT, d/b/a Unify Labs (“Unify Labs”) that governs your use of the Subscription Services (as such term is defined herein) set forth on one or more Order Forms signed by you and Unify Labs. These General Terms, together with all Order Forms, shall be referred to collectively as the “Agreement”. If you do not agree to these General Terms, then do not use the Subscription Services. By accessing or otherwise using the Subscription Services, you are acknowledging and agreeing to be bound by the terms set forth herein.
1. Scope. Subject to Client’s compliance with this Agreement, Unify Labs will use commercially reasonable efforts to provide to Client access to the software applications and related services described in the order form(s) entered into by the parties (“Order Form(s)”) pursuant to this Agreement (together, “Services”). Order Forms are subject to the terms of this Agreement and must be signed by both parties. The term “Services” includes: all software applications and online platforms or services described in an Order Form (including all related databases, reports, user guides, and documentation), as well as any upgrades, updates, improvements, bug fixes, and other modifications to the same (together, “Subscription Services”); all analyses, data, reports, output, and other information and materials prepared by or on behalf of Unify Labs or provided to Client as a result of the Services, regardless of format or media, including materials generated by the Services (together, “Service Output”); and any and all setup, implementation, support, consulting, training, or other services as may be described in an Order Form or this Agreement. Unify Labs may engage third-party contractors to provide the Services.
2. Subscription Services.
A. Permitted Use. Subject to Client’s compliance with this Agreement, Unify Labs hereby grants to Client a nonexclusive, revocable (as permitted by this Agreement), nontransferable, nonassignable, nonsublicensable, limited right to, for the duration of the subscription term stated in the applicable Order Form, access and use the Subscription Services solely for Client’s internal business purposes as provided in the Order Form (“Permitted Use”). Unify Labs reserves the right, in its sole discretion, to update, upgrade, and otherwise modify the Subscription Services at any time.
B. Access. Client will limit access to the Subscription Services to Client’s employees and contractors who both need to access the Subscription Services for purposes of their work for Client and are bound by confidentiality obligations no less restrictive than those contained in this Agreement. Client will ensure that each such employee and contractor agrees to any end user terms contained in or on any Subscription Services prior to using those Subscription Services. Client is responsible for all access to and use of the Subscription Services by those persons whom Client permit to access or use the Subscription Services, including Client’s employees and contractors. Client is responsible for maintaining the confidentiality of any usernames, passwords, and other log-in credentials used to access or use the Subscription Services, including those assigned by Unify Labs. Client will promptly notify Unify Labs of any unauthorized access to or use of the Subscription Services of which Client becomes aware. Third-Party Materials may be subject to, and Client’s ability to use Third-Party Materials may be conditioned on, Client’s acceptance of terms or agreements directly with the applicable third-party owner, distributor, or provider. “Third-Party Materials” means all information and materials, in any form or medium, including any open source or other software or computer code, documents, data, content, specifications, products, and components of or relating to the Services that are not proprietary to Unify Labs.
C. Support. Unify Labs will use commercially reasonable efforts to provide remote technical support for the Subscription Services via telephone and email during Unify Labs’ normal business hours.
D. Beta Services. To the extent the applicable Order Form indicates a “beta” or “pilot” version of the Subscription Services is being provided to Client:
3. Service Output. Unify Labs hereby grants to Client a nonexclusive, revocable (as permitted by this Agreement), nontransferable, nonassignable, nonsublicensable, limited license to, for the duration of the applicable subscription term, use the Service Output for Client’s internal business purposes in connection with Client’s use of the Subscription Services. Client will carefully review and analyze all Service Output. Client alone is responsible for the adoption and implementation of any and all Service Output and for all results and consequences of decisions made by or on behalf of Client. Unify Labs is not responsible for Client’s use of or reliance on any Service Output.
4. Use Restrictions. Client will not, and Client will direct its employees and contractors not to: (i) access or use any Subscription Services or Service Output for purposes other than the Permitted Use; (ii) disclose to any third party or allow any third party to access the Subscription Services or Service Output (other than Client’s authorized end users); (iii) copy, reproduce, sell, license, rent, distribute, disseminate, publish, reconfigure, reverse-engineer, disassemble, decompile, prepare any derivative works of, discover the underlying ideas behind, discover the source code of, combine with other computer code or materials, translate, adapt, update, or modify the Subscription Services, the Service Output, or any part thereof; (iv) obscure, remove, or alter any proprietary markings, designations, or notices in or on the Subscription Services or Service Output; (v) develop, assist in developing, or have developed on Client’s own or any other person’s behalf software, products, or services that compete with or are substantially similar to the Subscription Services; (vi) use the Subscription Services or Service Output for unlawful purposes or in any unlawful manner; (vii) send any unsolicited messages, chain letters, spam, or junk mail using the Subscription Services; (viii) provide inaccurate, incomplete, or out-of-date information via the Subscription Services; (ix) commit fraud or falsify information in connection with Client’s use of the Subscription Services; (x) input, upload, transmit, or otherwise provide to or through the Subscription Services any information or material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other harmful computer code or programming routines (including those designed to or that reasonably may disable, impair, damage, interfere with, surreptitiously intercept, expropriate, permit unauthorized access to, or otherwise harm or impede the Subscription Services or any computers, hardware, software, systems, data, or networks); (xi) bypass or breach any security device or protection used by the Subscription Services; nor (xii) use the Subscription Services in combination with any Client or third-party products, software, or services without Unify Labs’ prior written authorization.
5. Client Responsibilities. Client alone is responsible for setting up, maintaining, and operating its computers, other devices and hardware, operating systems, information technology infrastructure, databases, software not provided directly by Unify Labs, Internet access, and wireless networks as necessary to receive, access, and use the Services. Client understands and agrees that Unify Labs’ ability to provide the Services is dependent on Client’s timely provision of relevant data and other materials and Client agrees to provide the same to Unify Labs in a timely manner. Client will obtain and maintain in effect all permissions, consents, and authorizations that are required by applicable law for Client to provide such data and other materials to Unify Labs. Client will provide all cooperation and resources as Unify Labs may reasonably request to enable Unify Labs to perform its obligations and exercise its rights under this Agreement. Unify Labs is not liable for any delay or failure of performance where caused by Client’s delay in performing or failure to perform any of its obligations under this Agreement (including any Order Form).
6. Fees and Payment. Fees for the Services are as stated in the Order Forms (“Fees”). Unless otherwise stated in an Order Form, recurring Fees are due monthly or annually in advance, as applicable, and one-time Fees are due upon full execution of the Order Form. All other amounts are due to Unify Labs within 30 days of the date of the applicable invoice. Fees are exclusive of any applicable sales taxes and similar charges. Client is responsible for any taxes and similar charges imposed as a direct result of the Services, excluding any taxes on Unify Labs’ net income.
Client will reimburse Unify Labs the cost, without mark-up, of Unify Labs’ reasonable out-of-pocket expenses incurred in the course of performing the Services, including all travel and accommodation expenses. Any Fees and other amounts not paid when due will bear late charges equal to the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. Except as may be expressly stated in an Order Form or elsewhere in this Agreement, all amounts paid under this Agreement are nonrefundable.
7. Term and Termination.
A. Term; Renewal. This Agreement commences on the Effective Date specified therein and continues until terminated in accordance with its terms or until all Order Forms have expired or otherwise terminated and the parties have not entered into any new Order Form for 12 months. Each term for Subscription Services commences on the date stated in the Order Form and continues for the duration of the subscription term stated in that Order Form unless terminated earlier in accordance with this Agreement. Unless stated otherwise in the Order Form, each initial subscription term will automatically renew for successive 12-month periods unless either party provides the other party with at least 60 days’ prior written notice of nonrenewal. Unify Labs may increase the Fees for any renewal subscription term by providing Client with written notice at least 90 days’ prior to the commencement of that renewal term.
B. Termination for Cause. Either party may terminate this Agreement or any Order Form upon written notice to the other party, effective as of the date specified in that notice, if the other party has materially breached this Agreement or the applicable Order Form and the breach is not cured within 30 days after the date of initial written notice of the breach. For purposes of this subsection, any failure by Client to pay amounts due to Unify Labs under this Agreement within 15 days after the applicable due date, or to comply with Section 4, will be considered a material breach.
C. Effect of Termination. Termination of any individual Order Form does not terminate any other Order Form or this Agreement. Termination of this Agreement terminates all Order Forms then in effect. Upon any expiration, nonrenewal, or other termination of this Agreement or any Order Form, (i) Client will and will direct all of its employees and contractors to immediately cease all access to and use of the Services and Unify Labs Confidential Information (as defined below), (ii) Client will immediately pay to Unify Labs any Fees and other amounts outstanding under this Agreement (including all Order Forms), (iii) Client will promptly destroy all Unify Labs Confidential Information in its possession, custody, or control and will ensure all of Client’s employees and contractors do the same, and (iv) Client will, upon Unify Labs’ request, certify in writing to Unify Labs its compliance with this subsection. Sections 4, 6, 7, 8, 9, 10, 13, 14, 15, and 18 survive any termination of this Agreement.
8. Intellectual Property Rights. Unify Labs, its affiliates, and their respective suppliers and licensors, as applicable, are and will remain the exclusive owners of all right, title, and interest in and to the Subscription Services, the Service Output, all other Services, and all ideas, concepts, know-how, methodologies, techniques, algorithms, discoveries, and inventions related to the same or prepared, developed, or delivered in connection with the performance of the Services, including all patent, copyright, trademark, trade secret, and other intellectual property and proprietary rights throughout the world in or to or associated with any of the foregoing, whether owned or developed by or on behalf of Unify Labs, its affiliates, or their respective suppliers or licensors prior to, during, or after the term of this Agreement, and including all modifications, enhancements, improvements, and derivative works of any of the foregoing, regardless of when created or by whom. Unify Labs and its affiliates will be free to use any general knowledge, experience, skills, ideas, concepts, techniques, and know-how that are retained in the unaided memory of Unify Labs’ personnel in connection with this Agreement or the Services. Third-Party Materials are owned by their respective owners. Unify Labs is the exclusive owner of and Client hereby irrevocably assigns to Unify Labs at no cost all right, title, and interest (including all intellectual property rights) in and to all feedback pertaining to the Services as may be provided by Client or its employees or contractors, including suggestions, enhancements, recommendations, and other comments. Client warrants that no such feedback is confidential to Client. Client understands that such feedback may be used by Unify Labs or its affiliates for any purpose but that neither Unify Labs nor its affiliates are required to use such feedback. Except as expressly stated in this Agreement, no licenses or other rights, express or implied, are granted by Unify Labs to Client under any patent, copyright, trademark, trade secret, or other intellectual property right of Unify Labs or its affiliates and all such rights are reserved and retained by Unify Labs and its affiliates, as applicable.
9. Client Data. As between the parties, Client will retain any ownership rights it has in or to the Client Data, where “Client Data” means data and information provided by or on behalf of Client to Unify Labs in connection with the Subscription Services, including information that is entered into or submitted via the Subscription Services by Client or its end users. Client alone is responsible for all Client Data and for the legality and appropriateness thereof. Client will provide Client Data to Unify Labs in the format requested by Unify Labs. Client will use reasonable efforts to not provide any information that identifies or could be used to identify any natural person beyond as reasonably necessary for the Permitted Use. Unify Labs may modify, adapt, copy, analyze, create derivative works of, combine with other data and materials, distribute, display, publish, commercially exploit, and otherwise use in perpetuity throughout the world all Client Data (a) for purposes of providing the Services and, (b) in an aggregated and anonymized format, in any manner for its business purposes.
A. Confidential Information. “Confidential Information” means all information disclosed in connection with the Services or this Agreement by or on behalf of either party (“Disclosing Party”) to the other party or otherwise obtained by the other party (“Receiving Party”), whether or not identified as “confidential,” that the disclosing party or its affiliates considers or protects as confidential and that should be reasonably understood to be confidential given the content of the information and the circumstances of its disclosure, including: marketing, advertising, distribution, and sales practices; information pertaining to the Disclosing Party’s or its affiliates’ products or services; financial information; client and vendor lists and information; strategies and business plans; business models; policies, methods, and processes; technical specifications; designs, drawings, schematics, models, and prototypes; software applications and related documentation; computer code (source code and object code); technology; know-how; ideas; inventions; trade secrets; algorithms; data; and all information identified as confidential or proprietary. Notwithstanding anything to the contrary in this Agreement, Unify Labs’ Confidential Information includes the terms of this Agreement, all Subscription Services, and all Service Output. Confidential Information may be in any form. Confidential Information is solely the property of the Disclosing Party.
B. Exclusions. The Disclosing Party’s Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a direct or indirect disclosure by the Receiving Party; (ii) is or becomes available to the Receiving Party from a third-party source not under an obligation of confidentiality to the Disclosing Party; (iii) was lawfully known to the Receiving Party prior to its disclosure by or on behalf of the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reliance on the Disclosing Party’s Confidential Information.
C. Nonuse; Nondisclosure. The Receiving Party will not use the Disclosing Party’s Confidential Information for any purpose except as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party will not disclose the Disclosing Party’s Confidential Information except to its employees, contractors, and professional advisors who have a need to know for purposes of performing the Receiving Party’s obligations or exercising the Receiving Party’s rights under this Agreement, provided those persons are bound by confidentiality obligations as least as stringent as those contained in this Agreement. The Receiving Party will use the same measures to protect the Disclosing Party’s Confidential Information from unauthorized use and disclosure as it uses to protect its own most confidential information, but in no event less than a reasonable degree of care. The Receiving Party will be responsible for any breaches of this Section 10 by its employees, contractors, and professional advisors. Notwithstanding anything to the contrary in this Section 10, nothing in this Section 10 (i) limits or interferes with Unify Labs’ rights to use Client Data as provided in this Agreement nor (ii) expands Client’s rights to use Service Output beyond the use specifically permitted in this Agreement.
D. Third-Party Requests. If a third party requests that the Receiving Party disclose the Disclosing Party’s Confidential Information pursuant to a subpoena, summons, search warrant, governmental order, or other lawful process, the Receiving Party will notify the Disclosing Party in writing promptly upon its receipt of the request to the extent permitted by law and will, at the Disclosing Party’s expense, provide cooperation as the Disclosing Party may reasonably request in resisting the release of the Confidential Information. If the Receiving Party remains obligated to release the Confidential Information, the Receiving Party may release the requested Confidential Information, provided it releases only the Confidential Information that the Receiving Party’s legal counsel advises is required to be released in order to comply with the request.
A. Mutual Warranties. Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations under this Agreement, that it is under no contractual obligation that will interfere with its ability to satisfy its obligations under this Agreement, and that, when executed and delivered, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against it in accordance with its terms.
B. Unify Labs Warranties. Unify Labs represents and warrants that it will perform the Services in a professional manner and that the Subscription Services will substantially conform to any applicable documentation.
C. Client Warranties. Client represents and warrants that the Services will not be accessed or used in any manner not permitted by this Agreement, that it will perform its obligations and exercise its rights under this Agreement in compliance with all applicable laws and regulations (including all applicable data privacy laws, rules, and regulations and any applicable export or import laws or regulations), and that it has the full ability and legal right to provide Client Data and any other information and materials to Unify Labs for Unify Labs’ use as contemplated by this Agreement.
13. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS MAY BE EXPRESSLY STATED IN THESE GENERAL TERMS, THE SUBSCRIPTION SERVICES, SERVICE OUTPUT, AND ALL OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND UNIFY LABS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, WITH REGARDS TO THE SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE. UNIFY LABS DOES NOT WARRANT THAT THE SERVICES WILL BE FREE OF ERROR, VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. UNIFY LABS DOES NOT GUARANTEE THE QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. UNIFY LABS HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY CLIENT DATA OR USER COMMUNICATION. ALL THIRD-PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE APPLICABLE THIRD-PARTY OWNER, DISTRIBUTOR, OR PROVIDER. CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, WIRELESS NETWORKS, ELECTRONIC COMMUNICATIONS, AND THIRD-PARTY SOFTWARE. UNIFY LABS IS NOT RESPONSIBLE FOR ANY DELAYS, INACCURACIES, DELIVERY FAILURES, OR OTHER FAILURES, FOR ANY DAMAGES OR LOSSES RESULTING FROM THOSE PROBLEMS, NOR FOR ANY PROBLEMS OUTSIDE OF UNIFY LABS’ REASONABLE AND DIRECT CONTROL. UNIFY LABS MAKES NO REPRESENTATION THAT THE SUBSCRIPTION SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED IN ANY MANNER FROM THE SUBSCRIPTION SERVICES CREATES ANY WARRANTY.
14. LIMITATION OF LIABILITY. IN NO EVENT WILL UNIFY LABS, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OWNERS, CONTRACTORS, AGENTS, REPRESENTATIVES, SUPPLIERS, LICENSORS, SUCCESSORS, OR ASSIGNS (TOGETHER, “UNIFY LABS PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING ANY LOSS OF DATA, BUSINESS, OR REVENUE AND ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A UNIFY LABS PARTY OR CLIENT HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE. ADDITIONALLY, THE UNIFY LABS PARTIES’ MAXIMUM LIABILITY IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT, ARISING OUT OF ANY CLAIM WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO UNIFY LABS UNDER THE APPLICABLE ORDER FORM DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE OR ELSEWHERE IN THIS AGREEMENT, IN NO EVENT WILL THE UNIFY LABS PARTIES BE LIABLE FOR LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIRD-PARTY MATERIALS, INCLUDING CLIENT’S ACCESS TO OR USE THEREOF.
A. Indemnification by Unify Labs. Unify Labs will indemnify, defend, and hold harmless Client and its directors, officers, employees, and contractors from and against all third-party claims, complaints, actions, lawsuits, demands, and proceedings (together, “Claims”) arising out of or in connection with a claim that the Subscription Services, as used by Client in accordance with this Agreement, infringe the registered United States intellectual property right of any third party, as well as all losses, liabilities, damages, judgments, settlements, fees, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) (together, “Losses”) finally awarded by a court of competent jurisdiction as a result of those Claims; provided that Unify Labs has no obligations under this subsection where the Claim or Loss arises from modification, alteration, or configuration of the Subscription Services by any person other than Unify Labs, use of the Subscription Services in combination with third-party products, software, or services, use of the Subscription Services for unlawful purposes or in any unlawful manner, or Unify Labs’ compliance with Client’s instructions or specifications. The obligations and rights stated in this subsection are Unify Labs’ entire liability and Client’s exclusive remedy for claims of infringement.
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B. Indemnification by Client. Client will indemnify, defend, and hold harmless the Unify Labs Parties from and against all Claims, as well as all Losses incurred by the Unify Labs Parties as a result of those Claims, arising out of or in connection with: access to or use of the Services by or on behalf of Client or its employees, contractors, or agents; Client Data or Unify Labs’ use thereof; the negligence or willful misconduct of Client or its employees, contractors, or agents; or violations of law or noncompliance with regulations or by Client or its employees, contractors, or agents.
C. Procedures. Upon learning of any Claim or Loss subject to this Section 15, the party seeking indemnification will notify the indemnifying party in writing, permit the indemnifying party to control the defense of the Claim or Loss at the indemnifying party’s own expense (provided the indemnified party may participate with counsel of its own choice at its own expense), and provide reasonable assistance to the indemnifying party, at the indemnifying party’s expense, in the defense of the Claim or Loss. The indemnifying party will not enter into any settlement agreement, consent to the entry of any judgment, or otherwise settle any Claim or Loss without the indemnified party’s specific prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed.
16. Use of Marks. Neither party may, without the other party’s prior written consent, use the names, logos, trademarks, or service marks of the other party, except that Unify Labs may identify Client in Unify Labs’ marketing materials and sales presentations and on Unify Labs’s client lists. Without limiting the generality of the foregoing, upon execution of this Agreement, Unify Labs may identify Client on Unify Labs’ websites and in a mutually agreed upon press release as a pilot participant, and as a client should the parties agree to extend this Agreement beyond the pilot phase. Prohibited uses and disclosures by Client include advertising and marketing materials, publications, sales presentations, press releases, and public announcements.
17. Force Majeure. Unify Labs will not be liable for, nor will it be deemed to have breached this Agreement in the event of, any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including acts of God, fires, floods, other acts of nature, epidemics, pandemics, actions of government, civil disturbances, terrorism, national emergencies, delays and failures of third parties, hackers, and power, communications, satellite, or network failures or outages.
A. Relationship of the Parties. Unify Labs is an independent contractor of Client. This Agreement does not create any agency, partnership, joint venture relationship, other form of joint enterprise, employment, or fiduciary relationship between the parties, their affiliates, or their respective employees, contractors, or agents.
B. Notice. All notices, consents, and other communications permitted or required to be given under this Agreement must be in writing and addressed to the recipient’s address stated in this Agreement or a replacement address as the recipient may provide in accordance with this subsection and will be deemed validly given upon delivery if personally delivered with fees prepaid (including by a recognized courier service); upon receipt if delivered by certified or registered mail, postage prepaid and return receipt requested, as indicated by the date on the signed receipt; or on the date the email or fax is sent, provided a hard copy is also provided via one of the foregoing methods. Where Unify Labs is the recipient, a copy of each communication must be sent to email@example.com in order to be valid.
C. Assignment. Client will not assign this Agreement without Unify Labs’ prior written consent and any attempted assignment by Client without Unify Labs’ prior written consent will be void. Unify Labs may assign this Agreement, in whole or in part, at any time without Client’s consent, including to a Unify Labs affiliate or in the event of a merger, acquisition, consolidation, reorganization, sale of equity, sale of substantially all its assets or stock, similar transaction, or otherwise. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties’ respective successors and assigns.
D. Governing Law; Venue. This Agreement is governed by the laws of the state of Ohio, without regard for its conflict of law principles, and, as applicable, the federal laws of the United States. Venue is exclusively in the state or federal courts, as applicable, located in Cuyahoga County Ohio, with respect to any dispute arising under this Agreement. Client hereby waives any objection to personal jurisdiction or improper venue in those courts, as well as any right to assert forum non conveniens.
E. Dispute Resolution. Each party will, prior to initiating a legal proceeding under this Agreement, consult with the other party regarding any claim, controversy, or dispute arising under this Agreement and will, in good faith, negotiate with the other party in an attempt to resolve the claim, controversy, or dispute on an amicable basis for a period of 10 days.
F. Injunctive Relief. Client’s breach of Sections 2, 4, 8, or 10 would cause irreparable harm to Unify Labs and monetary damages would be insufficient to remedy that harm. Accordingly and notwithstanding Section 18.E., in the event of Client’s actual or threatened breach of any of those sections, Unify Labs will be entitled to injunctive relief, without the need to post bond, prove damages, or meet any similar requirement, as well as any other remedies available at law or at equity.
G. Audit; Suspension. Upon reasonable prior written notice and in a manner that does not unreasonably disrupt Client’s day-to-day operations, Unify Labs and its designated representatives may, at Unify Labs’ expense, audit, examine, and make copies of data and other information in the possession or control of Client that relate to or concern Client’s compliance with this Agreement or use of the Subscription Services. Unify Labs may suspend its performance under this Agreement, including suspending access to any Subscription Services, if Unify Labs reasonably suspects a material breach of this Agreement by Client.
H. Entire Agreement. This Agreement is the entire agreement between Unify Labs and Client with respect to its subject matter and supersedes all previous and contemporaneous agreements and understandings, whether oral or written, between Unify Labs and Client with respect to that subject matter. If Client submits order forms, purchase orders, or other documents, no preprinted or other terms contained in those documents will be amend or supersede any term of this Agreement.
I. Modification. Unify Labs reserves the right to make changes to this Agreement from time to time and may or may not notify Client in such event. Client understands and agrees if Client uses the Subscription Services after the date on which the terms have changed, Unify Labs will treat Client’s use as acceptance of such changes.
J. Waiver. The waiver by Unify Labs of any term of this Agreement must be in writing and signed by Unify Labs. No waiver of any term will be deemed a future waiver of the same term or a waiver of any other term.
K. No Presumption. This Agreement has been carefully reviewed and fully negotiated by the parties. This Agreement will not be construed against either party on the grounds that all or any portion of this Agreement was drafted by any particular party.
L. Interpretation. If any term of this Agreement is held to be invalid or unenforceable in any jurisdiction, that term will be ineffective in that jurisdiction to the extent of the invalidity or unenforceability, without invalidating any other term of this Agreement. The headings in these General Terms are for convenience only and will not affect the construction or interpretation of these General Terms.