Enterprise API License Agreement

This Enterprise API License Agreement ("API License") is a legal agreement between the company you represent (“Licensee”) and Unanet, Inc. (referred to herein as “Unanet”), for the API (defined below) licensed by Unanet in accordance with the separate Order Form between Licensee and Unanet for the Unanet Enterprise API services. You acknowledge that this API License is intended solely for business-to-business transactions and that no individual acting in a personal capacity may enter into this API License or use the API. By accepting these terms or by installing, downloading, copying, or otherwise using the API, you agree Licensee is and will be bound by the terms of this API License as a condition of installation and use of the API. If you do not agree to the terms of this API License on behalf of Licensee or otherwise have the authority to bind Licnesee, your use is prohibited and you may not install or use the API.

The API is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The API is licensed (not sold) to you, and its use is subject to the terms of this API License. This is NOT a sale contract.

1. DEFINITIONS.
   1. Application Program Interface(s) or "API" means the Unanet Enterprise API technology, which may include object code, software libraries, software tools, sample source code, published specifications and Documentation. API shall include any future, updated or otherwise modified version(s) thereof furnished by Unanet (in its sole discretion) to Licensee.
   2. "Documentation" includes, but is not limited to programmer guides, manuals, materials, and information appropriate or necessary for use in connection with the API.
      
      
2. GRANT OF LICENSE.
    Subject to the terms of this API License, Unanet hereby grants Licensee a limited, revocable, non-exclusive, non-transferable, royalty free license (without the right to sublicense) to use the API solely for the purpose of Licensee's internal development efforts to develop integrations between such Unanet products and applications that have been specifically approved by Unanet in writing or are Unanet’s then-current Approved Partners (as defined below). Any use of the API for purposes not expressly approved by Unanet is prohibited. Licensee shall have no right to distribute, license (whether or not through multiple tiers) or otherwise transfer the API to any third party or incorporate the API in any software, product, or technology. Licensee shall not use the API for any purposes beyond the scope of the license granted in this API License
    
3. OTHER RIGHTS AND LIMITATIONS.
   1. No Reverse Engineering. Licensee shall have no rights to any source code for any of the software in the API, except for the explicit rights to use the source code as provided to Licensee hereunder. Licensee may not reverse engineer, decompile, modify or disassemble the API or otherwise reduce the API to human-perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by this API License or applicable laws. Licensee shall not create a similar API, which works with Unanet’s software, products, etc. unless Unanet grants that permission in writing.
   2. License Terms. Licensee may only permit access to and use of the API to Licensee’s authorized employees, contractors, and agents who have a need-to-know who are acting on Licensee’s behalf in the course of Licensee’s business (“Authorized Users”). Licensee will: (a) ensure that ((a) ensure i) all Authorized Users access and use of the API exclusively through these accounts, API keys, and other credentials issued to Licensee under this API License (“Licensee Credentials”) and (ii) none of Licensee's employees, contractors or agents access or use the API through the use of personal accounts, personal credentials, or any credentials not issued to Licensee; and (b) be responsible and liable for all acts and omissions of its Authorized Users and for all activities conducted through the Licensee Credentials, whether or not authorized by Licensee. No right is granted to Licensee to sublicense its rights hereunder. All rights not expressly granted are reserved by Unanet and, except as expressly set forth herein, no license is granted by Unanet under this API License directly, by implication, estoppel or otherwise, under any patent, copyright, trade secret or trademark or other intellectual property right of Unanet. Nothing herein shall be deemed to authorize Licensee to use Unanet 's trademarks or trade names in Licensee's advertising, marketing, promotional, sales or related materials. The right to use Unanet 's trademarks or trade names is granted only with express written consent. Unanet reserves all rights not otherwise expressly granted in this API License.
   3. Competitive Use Restriction. Licensee shall not, directly or indirectly, use the API, Documentation, or any data accessed through the API: nalysis, or intelligence purposes; (c) to provide data, functionality, or access to any Competitor; or (d) to assist any third party in any of the foregoing activities. For purposes of this Section, "Competitor" means any entity that develops, markets, supports, makes available or otherwise commercializes software that is competitive with the products and services offered by Unanet.
   4. Artificial Intelligence and Machine Learning Restrictions. Without limiting the restrictions set forth in other Sections of this API License, Licensee shall not, and shall not permit any Authorized User or third party to, use the API, Documentation or any data accessed through the API to: (a) train, fine-tune, validate, test or otherwise develop any AI System (as defined below); (b) create any dataset or data repository for the purpose of developing or improving any AI System or for sale, licensing, or distribution to any third party; (c) reverse-engineer, replicate, or approximate Unanet functionality, algorithms, data models, or business logic through the use of any AI System; (d) develop or improve any AI System that competes with any Unanet offering; or (e) use any AI System to systematically analyze, categorize, or process data obtained through the API in a manner that competes with any Unanet offering. Licensee shall not use the API to systematically download, scrape, harvest, copy, aggregate, or otherwise extract data from the Unanet products in violation of the Documentation, this API License, or otherwise beyond what is reasonably necessary to operate Licensee’s permitted integration in the ordinary course. For purposes of this Section, “AI System” means any artificial intelligence software, system, model, algorithm or combination thereof, including machine learning models, deep learning systems, neural networks, natural language processing systems, computer vision systems, generative models, expert systems, and any systems that are trained on data to identify patterns, make inferences, or produce outputs based on such data.
   5. Approved Partners Marketplace. Licensee may use the API to integrate with or transmit data to third-party applications, platforms, or service providers only if such third party appears on Unanet's then-current Approved Partners List, as published on Unanet's partner marketplace (currently available here). Use of the API with any third party not appearing on the Approved Partners List is strictly prohibited. Unanet may, in its sole discretion, add or remove partners from the Approved Partners List at any time, with or without notice. Upon removal of a previously Approved Partner, Licensee shall cease all API integrations involving such removed partner within thirty (30) days of the date of notice from Unanet.
   6. Any violation of this Section 3 shall constitute a material breach and shall entitle Unanet to immediately suspend or terminate Licensee's API access.
      
      
4. OWNERSHIP.
   

   As between Unanet and Licensee, Unanet or its licensors shall own and retain all proprietary rights, including all patent, copyright, trade secret, trademark and other intellectual property rights, in and to the API and any corrections, bug fixes, enhancements, updates, improvements, or modifications thereto made by Licensee, and Licensee hereby irrevocably transfers, conveys and assigns to Unanet all of its right, title, and interest therein. Unanet shall have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary protections with respect thereto. Licensee acknowledges that the license granted under this API License does not provide Licensee with title or ownership to the API, but only a right of limited use under the terms and conditions of this API License.

5. SUPPORT.
   

   Unanet will not provide any implementation or support for the API under this API License. Nothing herein shall be construed to require Unanet to provide support services, reporting services or updates, upgrades, bug fixes or modifications to the API.

    
6. CONFIDENTIALITY.
   1. The API contains valuable proprietary information and trade secrets of Unanet and its suppliers that remain the property of Unanet. You shall protect the confidentiality of, and avoid disclosure and unauthorized use of, the API. Licensee shall: (a) maintain commercially reasonable administrative, technical, and physical safeguards to protect Licensee Credentials, access tokens, and authentication keys from unauthorized access or disclosure; (b) restrict access to Licensee Credentials to Authorized Users on a need-to-know basis; (c) promptly rotate or revoke any credentials that Licensee suspects have been compromised; and (d) not share, publish, or embed Licensee Credentials in publicly accessible code repositories, client-side code, or insecure environments. Licensee shall promptly notify Unanet in writing following discovery of any unauthorized access to, use of, or disclosure of Licensee Credentials. Licensee agrees that any actual or threatened violations of this section may result in irreparable harm to Unanet for which monetary damages may not be sufficient and that Unanet may be entitled to seek a temporary restraining order and a preliminary or permanent injunction without posting bond against Licensee in addition to any other rights or remedies the Unanet may have at law or in equity.
   2. Licensee shall not disclose, advertise, or publish the terms and conditions of this API License without the prior written consent of Unanet. Any press release or publication regarding this API License is subject to prior review and written approval of Unanet.
      
      
7. COLLECTION AND USE OF INFORMATION.
   

   Unanet may monitor Licensee’s access and use of the API for purposes of (a) ensuring compliance with this API License, (b) maintaining the security, integrity, and performance of the API, and (c) preventing fraud, abuse, or unlawful activity. Such monitoring may include the collection and analysis of certain information about Licensee and its Authorized Users. By accessing, using, and providing information to or through the API, Licensee consents to such monitoring and collection, and all actions taken by Unanet with respect to Licensee’s information in compliance with the then-current version of Unanet’s privacy policy, available here.

    
8. DATA PROTECTION AND SECURITY
   1. Responsibility for Data. Licensee shall be solely responsible for any data, content and other materials Licensee and its Authorized Users submit, upload, transmit or otherwise make available through the API (“Licensee Data”). Licensee represents and warrants that it has given all necessary and/or customary notices to and obtained all necessary and/or customary consents from applicable end users for any processing by Unanet of personal information within the Licnesee Data as contemplated by this API License. Licensee shall not submit, upload, transmit or otherwise make available through the API any data, content or other materials not owned by Licensee or for which Licensee does not have all necessary authorization to submit, upload, transmit or otherwise make available through the API.
   2. Aggregate Data. Licensee acknowledges and agrees that Unanet may collect, generate, and use de-identified and aggregated usage data in connection with Licensee's access to and use of the API ("Usage Analytics"). Unanet shall own all right, title, and interest in and to such Usage Analytics. Unanet may use Usage Analytics for any lawful purpose, including to improve its products and services, provided that Unanet does not disclose Usage Analytics in a manner that identifies Licensee or any individual.
   3. Non-US Data. Licensee shall not submit, upload, transmit or otherwise make available through the Unanet Enterprise API any personal information of any subject that is located outside the United States.
9. WARRANTIES; DISCLAIMER.
   1. Licensee represents and warrants that: (a) it has full authority to enter into this API License and perform its obligations hereunder; (b) its use of the API will comply with all applicable federal, state, and local laws and regulations; (c) it will not use the API in any manner that infringes or misappropriates the intellectual property or other rights of any third party; and (d) it owns or otherwise has all rights necessary to provide to Unanet the Licensee Data hereunder for the purposes contemplated herein, and (e) it will not use the API to transmit any malicious code, viruses, or other harmful components.
   2. The API and Documentation are provided "AS-IS" without any warranty whatsoever. TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UNANET OR THROUGH OR FROM THE API SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API LICENSE. UNANET DOES NOT WARRANT THAT THE API AND DOCUMENTATION ARE SUITABLE FOR LICENSEE'S USE, THAT THE API OR DOCUMENTATION IS WITHOUT DEFECT OR ERROR, THAT OPERATION WILL BE UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. FURTHER, UNANET MAKES NO WARRANTY REGARDING THE RESULTS OF THE USE OF THE API AND DOCUMENTATION.
   3. Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers, or the limitation of liability for death or personal injury, so the above limitations and exclusions may be limited in their application to you. When the implied warranties are not allowed to be excluded in their entirety due to local law, they will be limited to the duration of the applicable warranty.
      
      
10. LIMITATION OF LIABILITY.
    

    YOUR USE OF THE API IS AT YOUR SOLE RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE API. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UNANET OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE; BUSINESS INTERRUPTION OR WORK STOPPAGE; COMPUTER FAILURE OR MALFUNCTION; LOSS OF BUSINESS INFORMATION, DATA OR DATA USE; LOSS OF GOODWILL; OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE API OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF UNANET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UNANET'S TOTAL AGGREGATE LIABILITY UNDER THIS API LICENSE EXCEED THE FEES ACTUALLY PAID BY LICENSEE TO UNANET FOR THE API IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LICENSEE'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 OR LICENSEE'S BREACH OF SECTIONS 3, 4, 6, OR 15.

     
11. INDEMNITY.
    

    Licensee agrees to indemnify, defend, and hold harmless Unanet and its subsidiaries, affiliates, officers, and employees from any loss, claim, demand, liability, damage, cost, or expense (including reasonable attorneys' fees) made by any third party due to or arising out of: (a) Licensee's use of the API; (b) Licensee's violation of this API License; (c) Licensee's violation of applicable law; (d) any data Licensee submits or transmits through the API; OR (e) any use of the API with a non-approved third party in violation of Section 3.5. Unanet shall provide Licensee with prompt written notice of any claim for which indemnification is sought; provided that failure to provide prompt notice shall not relieve Licensee of its indemnification obligations except to the extent Licensee is materially prejudiced. Licensee shall have the right to control the defense and settlement of any such claim, provided that Licensee shall not settle any claim without Unanet's prior written consent if such settlement imposes any obligation on Unanet, admits liability on behalf of Unanet, or does not include a complete release of Unanet.

     
12. TERM AND TERMINATION.
    1. This API License will terminate automatically if you fail to comply with any of the terms and conditions of this API License and you will be liable to Unanet and its suppliers for damages or losses caused by your non­compliance. Unanet’s inaction to failures to comply with the terms and conditions of this API License shall not constitute a waiver. If it is determined that a waiver by Unanet of a specific breach or default of any portion of this API License, that waiver shall not constitute the waiver of any subsequent breach or default.
    2. Unanet may terminate this API License at any time, for any reason, including a material breach of this API License. Licensee shall have the right to terminate this API License, upon thirty (30) days written notice to Unanet.
    3. Upon termination of this API License, Licensee will immediately cease using the API and Documentation, and Licensee agrees to destroy all adaptations or copies of the API and Documentation, or return them Unanet upon termination of this License.
    4. Unanet shall have the right to audit your use of the API in conjunction with this API License at any time with fifteen (15) days’ notice, and you will provide reasonable assistance for this purpose. Licensee shall provide reasonable assistance, access to relevant systems and records, and cooperation for this purpose. If any audit reveals noncompliance with this API License, Licensee shall promptly cure such noncompliance. Audit rights under this Section are in addition to, and do not limit, any other remedies available to Unanet.
    5. Sections 1, 3, 4, 6, 8, 9, 10, 11, 12.3, 12.4, 12.5, and 13 shall survive any expiration or termination of this API License.
       
       
13. MISCELLANEOUS.
    1. Assignment. Licensee may not assign this API License or any interest or rights granted hereunder to any third party without the prior written consent of Unanet. A change of control or reorganization of Licensee pursuant to a merger, sale of assets or stock shall be deemed to be an assignment under this API License. This API License shall terminate immediately upon occurrence of any prohibited assignment.
    2. Export Controls. You acknowledge that the API may be subject to export restrictions of various countries. You shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the importation of the API, in the United States and in any foreign jurisdiction in which the API is used. Without limiting the foregoing, the API may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; (ii) any end user known, or having reason to be known, will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the API, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. If you obtained this API outside of the United States, you are also agreeing that you will not export or re-export it in violation of the laws of the country in which it was obtained. You further acknowledge that the API may include technical data subject to export and re-export restrictions imposed by US law.
    3. Waiver. No failure by either party to exercise or enforce any of its rights under this API License will act as a waiver of such rights and no waiver of a breach in a particular situation shall be held to be a waiver of any other or subsequent breach.
    4. Severability. If any provision of this API License is found invalid or unenforceable, that provision will be enforced to the maximum extent possible and the other provisions of this API License will remain in force.
    5. Governing Law. This API License shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising under this API License shall be brought exclusively in the state or federal courts located in the State of Delaware and each party irrevocably consents to the personal jurisdiction and venue of such courts.
    6. Entire Agreement; Amendment. This API License, the Order Form for the Unanet Enterprise API services, and all exhibits and attachments thereto, represents the complete agreement concerning the API. Notwithstanding the foregoing, Unanet reserves the right to modify, update, or amend the terms of this API License at any time in its sole discretion. Unanet shall provide Licensee with at least fifteen (15) days' prior notice of any material changes by posting the updated terms on its website or by sending notice to Licensee's last known email address. Licensee's continued use of the API after the effective date of any such modification shall constitute Licensee's acceptance of the modified terms. If Licensee does not agree to any material modification, Licensee's sole and exclusive remedy is to terminate this API License by providing written notice to Unanet prior to the effective date of the modification, and upon such termination Licensee shall immediately cease all use of the API and comply with Section 12.3. Unanet may make non-material changes, including corrections, clarifications, and updates to the Approved Partners List, at any time without prior notice. For the avoidance of doubt, any changes to fees payable by Licensee shall require a separate written agreement executed by both parties. If any provision of this API License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

BY INSTALLING, COPYING, OR OTHERWISE USING THIS API YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS INDICATED ABOVE.

Revised: April 6, 2026