General Terms & Conditions

1. DEFINITIONS
   
   1. “Agreement” means the legally binding agreement between Unipie Inc. (“Unipie”) and the Customer, consisting of these GTC and an executed Order Form referencing these GTC.
   2. “Applicable Laws” means all laws, regulations, and governmental requirements applicable to either Party, including laws relating to the protection of personal data and privacy.
   3. “Customer” means the legal entity identified in the applicable Order Form that has entered into this Agreement with Unipie and is authorized to access and use the Services pursuant to its terms.
   4. “Effective Date” means the date specified in the Order Form as the start date of the Term of this Agreement.
   5. “Services” means the Unipie software-as-a-service platform and related services provided by Unipie, as specified in the applicable Order Form.
   6. “Term” means the duration of this Agreement, as specified in the applicable Order Form, beginning on the Effective Date and continuing until expiration or earlier termination in accordance with these Terms.
2. LICENSE AND USE RIGHTS
   
   1. License Grant. Subject to the terms of this Agreement and the applicable Order Form, Unipie grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Unipie Platform, including its associated documentation and updates provided by Unipie.
   2. Authorized Users. Customer may permit the following categories of Users to access and use the Unipie Platform: (i) employees and contractors of Customer and its Affiliates who are identified by name and email address and granted access rights to administer or use the platform; (ii) Customer’s current and potential clients who access the Unipie Platform as end users (“End Users”).
   3. Restrictions. Use of the Unipie Platform is limited to the scope described in this Agreement and in the applicable Order Form. Customer is responsible for all acts and omissions of its Users and End Users.
3. SAAS SERVICES AND SUPPORT
   
   1. Provision of Services. Subject to the terms of this Agreement, including the Service Availability defined below, Unipie will use commercially reasonable efforts to make the Services available to the Customer during the Term. As part of the registration process, Customer will identify and configure administrative users that will administrate the Services in the Customer’s Unipie account.  Unipie reserves the right to refuse registration of the users and reject passwords it deems inappropriate.
   2. Updates. Provided that Unipie will not materially decrease the functionalities and features of the Unipie Platform during the Term, the Unipie Platform may be subject to updates and upgrades (regular product update; maintenance; updates based on Customer’s feedback). The fees for such updates and upgrades are included in the Fees.
   3. Support Services. Subject to the terms hereof and at no additional cost, Unipie will provide Customer with reasonable technical support services in accordance with the Unipie’s standard practice.
   4. Service Availability. The Service is available 99% of time during the Term outside of upfront communicated maintenance windows that will lay, when possible, outside of usual working hours in the State of New York.
4. RESTRICTIONS AND RESPONSIBILITIES
   
   1. Customer shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services (“Software”); (b) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Unipie or as authorized through the functionality of the Services); (c) use the Services or any Software for timesharing, service bureau, or similar purposes, or otherwise for the benefit of a third party not expressly permitted under this Agreement; or (d) remove any proprietary notices or labels. To the extent any Software is made available by Unipie for local installation on Customer’s premises or devices, Unipie grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term, solely for Customer’s internal business operations and in accordance with this Agreement.
   2. Customer shall not export or re-export the Services, Software, or any related technology or data in violation of applicable export control laws or regulations, including those of the United States Department of Commerce and the Office of Foreign Assets Control. The Software and documentation are “commercial items,” as defined in FAR section 2.101, and are “commercial computer software” and “commercial computer software documentation” under DFAR section 252.227-7014(a)(1) and (5). In accordance with DFAR section 227.7202 and FAR section 12.212, any use, reproduction, or disclosure by the U.S. Government is subject solely to the terms of this Agreement.
   3. Customer represents and warrants that it will use the Services only in compliance with all Applicable Laws. Customer agrees to indemnify and hold harmless Unipie from any damages, losses, liabilities, settlements, and expenses (including reasonable attorneys’ fees) arising from a claim or action based on Customer’s actual or alleged violation of this Section or misuse of the Services. Unipie reserves the right to monitor Customer’s use of the Services and to suspend or block any use it reasonably believes may violate this Agreement.
   4. Customer is solely responsible for procuring and maintaining all equipment, software, and services necessary to access and use the Services (collectively, “Equipment”). Customer is also responsible for maintaining the security of its Equipment, accounts, administrative credentials, user passwords, and all files or data stored within its environment, and for all activity occurring under its account, whether or not authorized.
5. CONFIDENTIALITY; PROPRIETARY RIGHTS & DATA PROTECTION
   
   1. Confidentiality. Each party (the “Receiving Party”) may receive from the other party (the “Disclosing Party”) certain non-public business, technical, or financial information relating to the Disclosing Party’s business (“Proprietary Information”). Proprietary Information of Unipie includes non-public information about the features, functionality, pricing and performance of the Services. Proprietary Information of the Customer includes non-public data provided by the Customer to enable provision of the Services (“Customer Data”). The Receiving Party agrees to: (i) take reasonable measures to protect the confidentiality of the Proprietary Information, and (ii) use the Proprietary Information solely for purposes of performing under this Agreement or as otherwise permitted herein, and not disclose it to any third party without prior written consent. These obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement, (b) was lawfully in the Receiving Party’s possession before receipt from the Disclosing Party, (c) is lawfully disclosed by a third party without restriction, (d) is independently developed without reference to the Proprietary Information, or (e) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt notice and cooperates with reasonable efforts to limit disclosure.
   2. Proprietary Rights. Customer retains all rights, title, and interest in and to its Customer Data. Unipie retains all rights, title, and interest in and to (a) the Services and Software, including any improvements, enhancements, or modifications, (b) any tools, applications, or technology developed in connection with the implementation or support of the Services, and (c) all related intellectual property rights.
   3. Use of Usage Data. Notwithstanding anything to the contrary, Unipie may collect and analyze data and other information relating to the use, performance, and operation of the Services and related systems, including metadata and usage data derived from Customer Data in an aggregated or de-identified manner. Unipie may use such data during and after the Term to improve the Services and for development, diagnostic, and analytical purposes. No other rights or licenses are granted except as expressly stated in this Agreement. 
   4. Data Protection. Where Unipie processes personal data on behalf of the Customer in connection with the Services, such processing is subject to the applicable data protection and privacy laws as follows: (1) For personal data subject to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the processing is governed by the Unipie EU Data Processing Addendum (“DPA-EU”), available at: https://www.minoa.io/dpa-eu/. The DPA-EU includes the Standard Contractual Clauses adopted by the European Commission. (2) For personal data subject to U.S. state or federal privacy laws, the processing is governed by the Unipie U.S. Data Protection Addendum (“DPA-US”), available at: https://www.minoa.io/dpa-us/. Each DPA is incorporated by reference into this Agreement and becomes legally binding upon execution of the applicable Order Form.
6. PAYMENT OF FEES
   
   1. Fees and Adjustments. Customer agrees to pay Unipie the fees specified in the applicable Order Form. If Customer’s usage of the Services exceeds the agreed limits, the Parties may agree in writing (email being sufficient) on any applicable additional fees. Unipie may modify its fees or introduce new charges at the end of the initial Term or any agreed then current renewal Term, by providing at least thirty (30) days’ prior written notice (including by email).
   2. Handling of errors. If Customer believes an invoice contains a billing error, it must notify Unipie within fourteen (14) days of the invoice date to be eligible for a credit or adjustment. Billing inquiries shall be directed to the contact specified in the Order Form.
   3. Invoicing and Taxes. Unipie may invoice Customer, in which case full payment is due within thirty (30) days of receipt of the invoice. Customer is responsible for all applicable taxes and duties related to the Services, excluding taxes based on Unipie’s net income.
7. TERM AND TERMINATION
   
   1. Subject to earlier termination as provided below, this Agreement is for the Term as specified in the Order.
   2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 
8. WARRANTY AND DISCLAIMER
   
   1. Unipie warrants that during the Term, it will: (i) use commercially reasonable efforts, consistent with prevailing industry standards, to provide the Services materially in accordance with the applicable Order Form and maintain them in a manner that minimizes errors and interruptions; (ii) provide implementation and configuration support in a professional and workmanlike manner; and (iii) maintain all rights, licenses, and authorizations necessary to provide the Services. The Services may be temporarily unavailable due to scheduled maintenance or unscheduled emergency maintenance, whether by Unipie or third-party providers, or due to other causes beyond Unipie’s reasonable control. EXCEPT AS EXPRESSLY STATED ABOVE, UNIPIE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. THE SERVICES AND ANY IMPLEMENTATION AND SUPPORT SERVICES ARE PROVIDED “AS IS,” AND UNIPIE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. LIABILITY & INDEMNITIES
   
   1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR UNIPIE’S EXPRESS INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, UNIPIE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM A PARTY’S BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
   2. Indemnification by Unipie. Unipie will defend the Customer and its directors, officers, employees, and agents (collectively, the “Customer Parties”) against any third-party claim, action, or proceeding (a “Claim”) alleging: (i) a breach by Unipie of its representations, warranties, or obligations under this Agreement, or (ii) that the Services infringe any third-party intellectual property right. Unipie will indemnify the Customer Parties against any final judgments, settlements, or awarded damages, including reasonable legal fees and expenses (“Losses”), resulting from such Claims.
   3. Infringement Remedies. In the event of a Claim under Section 9.2(ii), Unipie may, at its option and expense: (a) obtain the right for Customer to continue using the Services; (b) modify or replace the Services to make them non-infringing; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Services and refund any prepaid fees covering the unused portion of the Term from the effective date of termination.
10. MISCELLANEOUS
    
    1. Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remainder of the Agreement will remain in full force and effect.
    2. Assignment. Neither Party may assign, transfer, or sublicense this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.
    3. Entire Agreement and Amendments. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, communications, and agreements, whether oral or written. Any waiver or modification must be in a written instrument signed by both Parties, unless expressly permitted otherwise herein.
    4. Relationship of the Parties. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between the Parties. Customer has no authority to bind or obligate Unipie in any manner.
    5. Attorneys’ Fees. In any legal proceeding brought to enforce this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees and costs.
    6. Notices. All notices under this Agreement must be in writing and are deemed to have been duly given: (i) when delivered personally, (ii) when receipt is electronically confirmed, if sent by email, (iii) the next business day after being sent via recognized overnight delivery service, or (iv) upon receipt, if sent by certified or registered mail with return receipt requested.
    7. Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or related to this Agreement must be brought exclusively in the state or federal courts located in New York City, and the Parties hereby submit to the exclusive jurisdiction and venue of such courts.
    8. Dispute Resolution. The Parties shall make reasonable efforts to resolve any dispute arising under this Agreement amicably. If a resolution cannot be reached at the operational level, either Party may escalate the matter to a Dispute Resolution Committee consisting of at least three qualified senior representatives from each Party. The Committee will attempt to resolve the dispute within thirty (30) days. If the dispute remains unresolved after that period, either Party may pursue available legal remedies.
       

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