Cloud Agreement August 2023

Effective Date: August 17, 2023

BY SIGNING AN ORDER FORM WITH UNANET, INC. (“UNANET”), CUSTOMER AGREES TO SUBSCRIBE TO THE UNANET CLOUD SUBSCRIPTION SERVICES IDENTIFIED ON ITS ORDER FORM(S) WITH UNANET (THE “SUBSCRIPTION SERVICES”) AND ANY RELATED PROFESSIONAL SERVICES IDENTIFIED ON SUCH ORDER FORM(S) (COLLECTIVELY WITH THE SUBSCRIPTION SERVICES, THE “SERVICES”), AND AGREES TO COMPLY WITH THESE UNANET CLOUD TERMS AND CONDITIONS (THE “TERMS”) GOVERNING THE SERVICES. THESE TERMS ARE INCORPORATED BY REFERENCE INTO EACH ORDER FORM BETWEEN A CUSTOMER AND UNANET. THE ORDER FORM, ALL ATTACHMENTS THERETO, AND THESE TERMS, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND UNANET IN CONNECTION WITH THE SERVICES AND IS DEFINED AS THE “AGREEMENT.”

Unanet Software Services; Access Grant.
1. Software Subscription Services. Unanet grants Customer a non-exclusive, non-sublicensable, non-transferable right to access and use the Subscription Services as set forth on each applicable Order Form between Unanet and Customer during the Term, solely for use by its Authorized Users, subject to the volume usage restrictions in the Order Form, and solely for Customer’s internal business purposes.
2. Authorized Users. Only Authorized Users may access or use the Services on behalf of Customer and Customer is responsible and liable for the acts and omissions of its Authorized Users, including any third parties that are authorized by Customer to access the Services pursuant to the terms of this Agreement.
3. Updates. Unanet may routinely update the Services and/or its Mobile Application for any lawful business purpose, including to maintain or enhance the quality or delivery of the Services, the competitive strength or market for the Services, the Services’ cost efficiency or performance, to provide upgrades, bug fixes, patches, or other error corrections, or to comply with applicable Law (collectively, with such related documentation, “Updates”); provided that Unanet shall not materially reduce the functionality of the Services provided under this Agreement without the prior written consent of Customer. Customer agrees that all Updates will be subject to all terms and conditions of this Agreement.
4. Mobile Application. The access rights provided in Section 1(a) include the right to download, install, and use the respective Unanet mobile application (including all related documentation, the “Mobile Application”), strictly in accordance with this Agreement, including without limitation the Acceptable Use Policy in Section 2 below. Customer may be prompted to download and install available Updates with respect to the Mobile Application. By accessing or downloading the Mobile Application from the Apple App Store or another iOS app store, Customer, and its Authorized Users, are agreeing to the applicable end user license agreement of Apple or the applicable iOS provider.
Acceptable Use Policy
1. Use Restrictions. Customer shall not, and shall not permit any other person to, access or use the Services, Unanet Technology, the Mobile Application, or Unanet Content except as expressly permitted by this Agreement, and in the case of opted-in Third-Party Services, the applicable Third-Party license agreement as set forth in Section 3(b) below. Without limiting the generality of the foregoing, Customer shall not, and shall not permit or allow its Authorized Users to: (i) license, rent, publish, sublicense, sell, resell, transfer, assign, distribute, time share, offer in a service bureau, or otherwise commercially exploit or make available to any third party the Services, Unanet Technology, the Mobile Application, or the Unanet Content in any way; (ii) modify or make derivative works based upon the Services, Unanet Technology, the Mobile Application, or the Unanet Content; (iii) "mirror" the Services on any other server or wireless or Internet- based device or indirectly use or access the Services through interfaces, links or other tools to avoid fees; (iv) collect any information from the Services, Unanet Technology, Mobile Application, or Unanet Content through use of “scraping” or “crawling” or any other method not authorized by Unanet; (v) reverse engineer, decompile, or disassemble the Services, Unanet Technology, the Mobile Application, or any Unanet Content; or (vi) access and use the Services, Unanet Technology, the Mobile Application, or any Unanet Content in order to (1) build a competitive product or service or conduct competitive analysis, (2) build a product using similar ideas, features, functions or graphics of the Services, Unanet Technology, Mobile Application, or Unanet Content, or (3) copy any ideas, features, functions or graphics of the Services, Unanet Technology, Mobile Application, or Unanet Content.
2. Customer may use the Services, Unanet Technology, the Mobile Application, and Unanet Content only for Customer's internal business purposes and shall not use the Services, Unanet Technology, Mobile Application, Unanet Content, or Documentation: (i) in violation of any laws, rules, or regulations, or in any manner that infringes, misappropriates, or otherwise violates the intellectual property right of any third party, or knowingly bypass or breach any security device or protection used by the Services; (ii) to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third-party privacy rights; (iii) to knowingly send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) to knowingly interfere with or disrupt the integrity or performance of the Services, Unanet Technology, or Mobile Application or the data contained therein (for example, by conducting load tests without Unanet’s prior written consent); (v) attempt to gain unauthorized access to the Services, Unanet Technology, Mobile Application, Unanet Content, or its related systems or networks; (vi) conduct network discovery, port and service identification, vulnerability scanning, remote access testing, or penetration testing on the Services, Unanet Technology, or Mobile Application; or (vii) remove, alter, or obscure any trademarks or proprietary rights notices from any of the Services, Unanet Technology, Mobile Application, or Unanet Content. For purposes of the foregoing rights and restrictions, Customer's "internal business" shall include use by sub-contractors that are designated by Customer as “Authorized Users” in accordance with the terms of this Agreement. As between Unanet and Customer, Customer is responsible for its Affiliates and Authorized Users’ compliance with this Agreement and any breach of such Affiliates or Authorized Users of this Agreement will be deemed a breach by Customer.
3. No Account Sharing. Authorized User accounts cannot be shared or used by more than one individual but may be reassigned from time to time to new individuals who are replacing former individuals who have terminated employment or otherwise changed job status or function and no longer use the Service. Customer acknowledges that its employees may not be designated as sub-contractor users of the Services, if applicable.
4. Temporary Suspension. Unanet reserves the right to temporarily suspend or throttle Customer’s access and use of the Services upon written notice, in advance if commercially reasonable, if (1) Customer’s use of the Services or Mobile Application degrades or interferes with system performance, (2) Unanet reasonably believes Customer is in breach of this Agreement, (3) Customer’s use poses a security risk or threat to the Services, Unanet Technology, or Mobile Application, or (4) if Unanet receives a judicial or other governmental demand or order, subpoena or law enforcement request that requires Unanet to do temporarily suspend Customer’s access to the Services.
5. Artificial Intelligence. Customer shall not and shall take reasonable measures to prevent its Users from using any Unanet Content, Unanet Technology, or other intellectual property as input into any publicly available generative artificial intelligence or machine learning software or related technologies, to create any derivative works, or for any other purpose that infringes our intellectual property rights.
Customer Responsibilities; Third-Party Services.
1. Customer Cooperation. Customer shall provide reasonable assistance as Unanet may request to enable Unanet to perform its obligations in connection with this Agreement. Customer is responsible for all activity occurring under Customer user accounts by its Authorized Users and shall abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with Customer's use of the Services, including those related to data privacy, international communications, and the transmission of technical or personal data. Customer shall: (i) notify Unanet immediately of any known or suspected unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Unanet immediately and use reasonable efforts to stop immediately any copying or distribution of Unanet Content that is known or suspected by Customer or its Authorized Users; and (iii) not knowingly impersonate another Unanet user or provide false identity information to gain access to or use the Service.
2. Third-Party Services; Integrations.
  1. Unanet may offer access to third-party products, tools, connections, integrations, or services (collectively, the “Third-Party Services”), and Customer may opt in to use certain Third-Party Services in connection with the Unanet Services. If Customer opts in and subscribes to any such Third-Party Services, Customer may be required to accept the applicable Third-Party Services terms as required by the providing third-party before use and access of such Third-Party Services. Customer acknowledges that such Third-Party Services are licensed by the applicable third-party service provider, which retains all rights, title, and interest in their offerings and Customer shall only have the rights set forth in the respective Third-Party Services terms. Unanet may limit or cease access to Third-Party Services, without liability, if the provider ceases to make its respective products and services available for interoperation or if the provider materially changes the license terms or associated cost.
  2. Customer acknowledges and agrees that, by subscribing to and using Third-Party Services, Customer may incur additional fees for such Third-Party Services, including third-party connection fees, which are set at the sole discretion of the Third-Party Services provider.
  3. Customer agrees and represents to Unanet that it has all rights, consents, and approvals necessary and expressly authorizes Unanet to transfer Customer Data, solely as necessary for the Third-Party Services Customer elects to use, including any payment processing service providers or integrations.
  4. To the maximum extent permitted by law, Customer acknowledges that Unanet is not responsible for the acts or omissions of the providers of Third-Party Services, and Unanet cannot guarantee the continued availability, interoperability, or security of such Third-Party Services. Accordingly, and notwithstanding anything to the contrary herein, Customer acknowledges that Unanet does not provide any warranties (including warranties of merchantability or fitness for a particular purpose), guarantees, or indemnification regarding any Third-Party Services. Unanet’s security, sub-processors disclosure, and product information and Documentation do not apply to Third-Party Services. Customer is responsible for authorizing any exchange of data occurring directly between Customer and any Third-Party Service used by Customer in its discretion.
Customer Data and Privacy
1. Responsibility for Customer Data. As between Unanet and Customer, Customers owns all right, title, and interest in any and all Customer Data, subject to the rights granted in this Agreement. Accordingly, Customer is responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of all Customer Data it or its Authorized Users provide to or otherwise process through Unanet and the Services. For example, if Customer provides controlled unclassified information (CUI), protected health information, or other sensitive data into the Subscription Services, Customer is responsible for ensuring it has all necessary, required, and legal authorizations to provide such data to Unanet and is responsible for compliance with any applicable regulatory obligations with respect to such Customer Data. Customer agrees that Unanet is not responsible and shall not be liable for unauthorized access to the Customer Data granted by Customer or Customer’s compliance with applicable regulations or Laws with respect to such sensitive data categories. Customer is solely responsible for verifying that its Authorized Users are properly authorized to access its Customer Data provided to the Services in accordance with applicable law and the terms of this Agreement
2. Data Processing Addendum. Unanet and Customer intend that Unanet is the data processor (as defined in the DPA) and Customer is the data controller (as defined in the DPA) and thus, Customer shall ensure that it is entitled to transfer the Customer Data to Unanet so that it may lawfully process Customer Data on Customer’s behalf as set forth in this Agreement. Unanet will use Customer Data to provide the Services to Customer, to prevent or resolve technical support issues, in accordance with the terms of this Agreement and the Documentation, or otherwise pursuant to Customer’s authorization or written instructions. Unanet will process Personal Data in accordance with the Unanet Data Processing Addendum (the “DPA”) available here, which may be updated from time to time by Unanet and is incorporated by reference herein. Customer acknowledges and agrees that Unanet may use Sub-Processors, who may access Customer Data as applicable to provide, secure, and improve the Services. A list of Unanet Sub-Processors can be found here, and in the DPA. Such Sub-Processors act only on Unanet’s instructions consistent with the terms set forth in the DPA. Whenever Customer’s Authorized Users interact with the Services, Unanet may use in-product cookies to collect information to ensure that Customers can securely and quickly access and use the Services.
3. Disclosure Required by Law. Notwithstanding the foregoing, Unanet may disclose Customer Data as required or permitted by applicable law or proper legal or governmental authority. Unanet will first provide the Customer with prompt notice of such legal or governmental request (to the extent legally permissible) and reasonably cooperate with the Customer in any effort to seek a protective order, solely at Customer’s expense.
4. Grant of Right to Use Customer Data. Customer grants Unanet the royalty-free, sublicensable, non-exclusive, worldwide, right to use, copy, store, transmit, display, modify, and create derivative works of Customer Data, solely as necessary to provide the Services to Customer pursuant to this Agreement. Customer acknowledges that when its Authorized Users download, install, or use the Mobile Application, Unanet may use automatic means to collect information about use of the Mobile Application. All such information collected is subject to the terms of this Agreement and the DPA. By downloading, installing, using, and providing information to or through the Mobile Application, Customer consents to Unanet’s processing of that information as set forth in this Agreement. Customer represents and warrants to Unanet that it has and will maintain all necessary rights, authorization, and consents necessary or required to transfer or otherwise provide the Customer Data to Unanet for processing pursuant to the terms of this Agreement and the DPA and as required to provide the Services. Customer further consents to Unanet’s use of Customer Data for the purpose of providing Customer and its Users with materials and information about Unanet, including without limitation news about Unanet and invitations to Unanet or Unanet-sponsored events.
5. Customer Systems and Security. Customer has and will retain responsibility for: (a) all Customer Data provided to Unanet; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including database management systems and networks, whether operated by Customer or a third-party service (the “Customer Systems”); (d) the security and use of Customer’s or its Authorized Users’ access credentials; and (e) all use of the Services through Customer Systems. Customer shall employ reasonable physical, administrative, and technical controls and security procedures to control the Customer Data that is provided or input into the Unanet Services. Unanet is responsible for performing the Services set forth in this Agreement, including in accordance with the Information Security Exhibit incorporated into Section 5(b) below, and for processing Customer Data in accordance with this Agreement, including without limitation the DPA.
6. Retrieval of Customer Data. Customer may download its Customer Data in various reports available through Customer’s user interface in the Services at any time during the Term and provided that Customer’s account is active. In the event this Agreement is terminated or expires, and upon Customer’s written request to Unanet within sixty (60) days following termination or expiration of the Agreement, Unanet will make available, via secure file transfer to Customer, a file of the Customer Data in Unanet's possession or control in its standard format. The parties agree that if Customer requests any customized format or delivery mechanism, that such services may be subject to additional fees as mutually agreed upon in writing by the parties. After such 60-day period, Unanet will segregate and securely delete and/or destroy Customer Data unless otherwise required to be retained pursuant to applicable law; provided, that Customer Data in Unanet backup and archival files is set aside and aged out of such backup and archival files in accordance with Unanet’s internal policies.
7. De-Identified Data. Customer grants Unanet a non-exclusive and irrevocable right and license to create de-identified data (the “De-Identified Data”) and to use such De-Identified Data for any lawful business purpose, including to provide or improve the Services, internal development of new products and services, for internal analytics and measurements for research, studies, benchmarking, and to understand how the Services are used. Unanet may combine De-Identified Data with information or data we receive from other sources and use the combined data for such internal business purposes.
8. Analytics Data. Unanet may employ certain data capture and analysis tools to generate Analytics Data (as defined in “Definitions” below). Analytics Data does not include any identifiable Customer Data and is used in an aggregate and anonymized manner. Unanet retains all rights, title, and interest in and to the Analytics Data and may use the Analytics Data for any lawful business purpose.
9. Sandbox. Unanet grants Customer a non-exclusive, non-transferable, and limited right to access and use a testing “sandbox” environment solely for the purpose of implementation, training, and testing integration capabilities and for no other purpose for a period of eight (8) months from the Effective Date, or as otherwise set forth in the applicable Order Form. After such 8-month period, if the Customer elects to continue to have access to such sandbox environment, Unanet will charge Customer an additional fee to maintain access to the sandbox environment. Unanet does not retain any data that is used in the sandbox environment and is not responsible for any data uploaded into such environment. Unanet does not guarantee access or availability of the sandbox environment.
Information Security; Incident Response.
1. Information Security. Unanet will implement and employ reasonable and appropriate technical, administrative, physical, and organizational security measures to protect Customer Data in its possession and control in accordance with generally applicable industry practices and its internal security policies and procedures, as amended from time to time. Unanet is responsible for the information technology infrastructure used by Unanet to provide access to the Services and is responsible for maintaining such Unanet systems in accordance with generally applicable industry security practices. Customer has and will retain control and responsibility over its Customer Data and Customer systems, and access and use of the Services by its Authorized Users as set forth in Sections 3 and 4 above.
2. Information Security Exhibit. Without limiting the foregoing, Unanet maintains a security program that conforms to the Unanet Information Security Exhibit, available here, as may be updated from time to time in Unanet’s discretion; provided that the security controls and procedures set forth therein shall not be materially reduced. Unanet shall:
  1. undergo annual security reviews;
  2. encrypt all Customer Data in transit and at rest;
  3. limit Unanet access to Customer Data to employees that are adequately authorized under its control measures;
  4. make available to Customer, on reasonable request no more than once per year, all information deemed reasonably necessary by Unanet to demonstrate Unanet’s compliance with this Agreement and applicable data protection laws; and
  5. host Customer Data only on servers located in the United States, unless otherwise requested by Customer in writing.
3. Security Incident Procedures and Notification. Unanet maintains an internal cyber incident breach response plan and will implement the procedures required under such plan on the occurrence of a Security Incident. Unanet shall notify Customer of a Security Incident as soon as practicable, but no later than 48 hours after Unanet’s confirmation of a Security Incident in accordance with its internal security procedures, unless legally prohibited. Such notice will, at a minimum, identify the Customer Data affected by the Security Incident and Unanet’s commercially reasonable steps taken to mitigate the impact of the Security Incident. Unanet will comply with all applicable data breach notification laws governing Customer Data and will take all commercially reasonable efforts to cooperate with Customer in investigating the Security Incident. If a Customer becomes aware of a Security Incident, it shall promptly, but no later than 48 hours after its knowledge of such Security Incident, notify Unanet of the Security Incident, unless legally prohibited.
4. Security Assessments and Questionnaires. In the event that Customer requests that Unanet complete an information security questionnaire or assessment, Customer agrees that it shall make such request no more than once per year, the parties shall mutually agree upon a reasonable response time for completion of such security questionnaire or assessment, and that Unanet reserves the right to charge Customer for the time of its personnel in responding to such security questionnaires if the questionnaires are not readily completed using Unanet’s existing policies and procedures, as determined in its reasonable discretion.
Intellectual Property Ownership
1. Customer Data Ownership. Subject to the rights and permissions granted in this Agreement, Customer retains all rights, title, and interest, including all Intellectual Property Rights, in the Customer Data provided to Unanet.
2. Unanet Services, Technology, and Content. Unanet retains all rights, title, and interest, including all Intellectual Property Rights therein, in and to the Unanet Services, Unanet Technology, the Mobile Application, Unanet Content, Documentation. Except for the limited usage rights expressly granted to Customer in this Agreement, Customer has no right, license, or authorization with respect to the Unanet Services, Unanet Technology, Unanet Content, and Documentation, whether by expressly, by implication, estoppel, or otherwise, and all rights are expressly reserved by Unanet. The Subscription Services may use Third-Party Materials, third-party software, files, libraries, or components that are subject to third-party license terms.
3. Feedback. Customer may provide suggestions, ideas, enhancement requests, feedback, recommendations, or other similar information to Unanet, in its discretion (collectively, "Feedback"). If Customer chooses to provide Feedback, then Customer assigns all its rights, title, and interest in and to the Feedback to Unanet.
4. Trademark License. Subject to this Agreement, Customer grants Unanet and its Affiliates and its Third-Party Services providers, as applicable, (collectively, “Licensee”), a limited, non-exclusive, non-transferable, royalty-free right and license to use and display its trademarks, logos, service marks, or tradenames (collectively the “Marks”), for the purposes of (1) Licensee fulfilling its obligations or exercising its rights under this Agreement, and (2) for marketing and promotional purposes by Licensee, including without limitation in customer lists, sales, marketing, and public relations materials. Licensee will use Customer’s Marks in conformance with any branding and trademark usage policy provided to Licensee. Licensee acknowledges that Licensee’s use of Customer’s Marks will not create in Licensee, and Licensee will not represent it has, any right, title, or interest in or to Customer’s Marks other than the license granted above. The Unanet name and logo are registered trademarks of Unanet, and no right or license is granted to Customer or its Affiliates or Authorized Users to use Unanet’s Marks.
Technical Support.

Unanet provides telephone and email technical support for up to three (3) authorized contacts of Customer in accordance with its standard customer technical support policies. The purpose of Technical Support is to provide on-call access during business hours Monday through Friday (8:30 a.m. through 7:30 p.m. ET), excluding US federal holidays, for the resolution of technical issues related to the operation of the Service.
Professional Services
1. Unanet will provide the professional services and implementation services (if any) as set forth in the respective Order Form between Customer and Unanet, including any applicable Statement of Work incorporated into this Agreement (the “Professional Services”). Unanet will perform the Professional Services as described in the applicable Statement of Work using suitably skilled, experienced, and qualified personnel or subcontractors. Customer agrees to timely respond to and perform any Customer obligations set forth in each applicable Statement of Work. Unanet is responsible for the supervision, direction, and control of its personnel and subcontractors engaged in providing the Professional Services as set forth in one or more Statements of Work.
2. Acceptance. Unless otherwise set forth in the applicable Statement of Work, for time and materials Professional Services provided to Customer pursuant to a Statement of Work, such Professional Services shall be deemed accepted by Customer upon performance of the Professional Services, unless otherwise notified in writing by Customer within 10 business days of completion of the applicable Services, that such Services were not accepted and a detailed description of why they were not accepted.
3. Changes. Any modification to the scope of a Statement of Work must be in writing and agreed upon by Customer and Unanet in a written change order. For time and materials-based Professional Services provided pursuant to a Statement of Work, Customer is responsible for payment of all hours incurred within the scope of the applicable Statement of Work, including as necessary to resolve any identified implementation issues. Changes to scope may result in additional fees or charges, which shall be specified in writing.
Pricing and Payment Terms
1. Fees. Customer agrees to pay the annual subscription fee (“Subscription Fee”) for the Subscription Services as detailed in the Order Form between Customer and Unanet, and all fees for Professional Services as detailed in the Order Form, which may include implementation services, technical or consulting services, supplemental premium technical support, and other fees set forth in the agreed upon Order Form between Customer and Unanet (collectively, the “Fees”). Professional Services are provided on a time and materials basis, fixed-price basis, or as otherwise detailed in each respective Statement of Work. Customer shall pay the applicable Fees for Professional Services in accordance with each Statement of Work between Customer and Unanet. Fees for Professional Services will be invoiced to Customer monthly in arrears. Except as expressly set forth in Section 14(b) of this Agreement, all Fees are non-cancelable, and all amounts paid are non-refundable. Unless otherwise expressly set forth in a Statement of Work, any pre-billed and/or fixed Fees for Professional Services are non-refundable and expire annually or as otherwise set forth in the Statement of Work.
2. Taxes. All Fees are exclusive of taxes, which may include federal, state, local, and other taxes, fees and assessments imposed in connection with this Agreement (“Taxes”). Customer is responsible for and shall pay all Taxes imposed on the Services provided under this Agreement (other than taxes on Unanet's corporate net income). If Customer is tax-exempt, it shall provide a certificate of tax-exempt status upon execution of the Order Form. If Unanet is legally obligated to pay any Taxes which are the responsibility of Customer, then Unanet will pay the appropriate amount based on the billing address provided by Customer, and Unanet will invoice such amount to Customer, unless Customer has provided a tax-exempt certificate to Unanet.
3. Invoicing and Payment Terms.
  1. Subscription Services. Unanet charges and collects in advance for Unanet Subscription Services. Unless otherwise set forth in the Order Form, Unanet shall invoice Customer for the Subscription Fees promptly following execution of an Order Form and invoices are due upon receipt, except as set forth in subsection (ii) below. Subscription Fees for subsequent periods and Renewal Terms are due on the renewal date as indicated in the applicable invoice, or within thirty (30) days of receipt of invoice if not otherwise indicated.
  2. Authorization. If Customer has provided an authorized payment method (either credit card or ACH) to Unanet, then Customer hereby authorizes Unanet to automatically charge its designated payment method for the Fees in advance as set forth in this Agreement without any further action required. Customer acknowledges that the foregoing registration will remain in effect until Customer cancels such authorization by providing written notice to Unanet. If Customer has not provided a designated authorized payment method to Unanet, then Customer may submit payment by check or ACH as instructed on the applicable invoice, due within thirty (30) days of receipt of such invoice by Customer. Wires are also accepted subject to the Customer’s payment of the applicable wire fees.
  3. Professional Services. Fees for Professional Services are due within thirty (30) days of receipt of invoice by Customer with no right of setoff. Customer shall make payments to the address or account specified on the Unanet invoice or such other address or account as Unanet may specify in writing.
4. Additional Users. Additional Authorized Users may be added to Customer's account at any time during the Term. An authorized Customer Administrator may add Authorized Users by executing an additional Unanet Order Form. A minimum of five (5) additional Users is required by Unanet, unless otherwise agreed upon in writing. Added Authorized Users will be subject to the following: (i) the additional Authorized Users will be coterminous with the then current Term (either Initial Term or renewal term); and (ii) the Subscription Fee for the additional Authorized Users will be set forth in the applicable Order Form.
5. Reducing Users. Customer may reduce its number of committed Authorized Users, as set forth in one or more Order Forms between Customer and Unanet, on an annual basis during the Term of this Agreement by providing written notice to Unanet at least thirty (30) days prior to their Subscription Services Term annual anniversary date; provided that Customer shall not reduce its number of committed Authorized Users by greater than twenty-five percent (25%) of the current committed Authorized User volume on the applicable Order Form for the then current Term of the Agreement. If Customer provides written notice of reduction in the number of committed Authorized Users, subject to the requirements of this Section 9(e), Customer shall not be entitled to a refund for any prepaid Subscription Fees for the then current annual period of the Subscription Services Term.
6. Add-On Products. In Customer’s Order Form, or otherwise during the Term of this Agreement, Customer may choose to subscribe to supplemental products, integrations, and services (each referred to as an “Add-On Product”). Unanet reserves the right to increase the annual Subscription Fees for such Add-On Products (if any) on a proportional basis to any increase in Authorized Users requested by Customer during the Term of this Agreement.
7. Headcount. The customer acknowledges that pricing for the Unanet Subscription Services may be contingent upon its employee headcount. If requested by Unanet, Customer agrees to provide an accurate employee headcount to Unanet prior to execution of the Order Form, and/or bi-annually during the Term. For clarity, if Customer has multiple legal entities with access to the Subscription Services, it must provide the headcount for each legal entity that will have access to and use the Subscription Services. Customer is responsible for abiding by the volume restrictions set forth on the Order Form and Unanet reserves the right to bill Customer for any excess usage.
8. Billing Contact. The customer agrees to provide Unanet with complete and accurate billing and contact information and update this information with Unanet promptly following any change. This information includes Customer legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Customer Administrator.
9. Invoice Disputes. If Customer believes an invoice is incorrect, Customer must contact Unanet in writing within thirty (30) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
10. Delinquent Accounts; Suspension for Non-Payment. Except for Fees subject to a reasonable and good faith written dispute, if Customer’s account is delinquent, which means that invoices are due and unpaid and Unanet has provided at least two (2) delinquency notices, then Unanet may suspend Customer and its Authorized Users’ access to the Services, without liability to Customer or any third party, until such outstanding and undisputed Fees are paid in full. Without limiting the foregoing, if Customer fails to timely pay an invoice for Professional Services, then Unanet may suspend performance of the Professional Services until payment has been made in full, except for any amount disputed in good faith. Customer shall reimburse Unanet for all reasonable costs incurred by Unanet in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance (not subject to a reasonable and good faith written dispute), or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged for Authorized User subscriptions during any period of suspension. Customer agrees that Unanet may charge such unpaid fees to Customer's designated payment information (credit card or ACH) or otherwise bill Customer for such unpaid fees. Additionally, Unanet reserves the right to impose a reconnection fee in the event Customer is suspended and thereafter requests access to the Service. All amounts payable to Unanet under this Agreement shall be paid by Customer to Unanet in full without any setoff, counterclaim, deduction, or withholding.
Term and Renewal
1. Initial Term of this Agreement. The initial subscription term for the Unanet Services commences on the date of full execution of the applicable Order Form or such other effective date as specified in the Order Form (the “Effective Date”) and continues for the initial subscription period specified in the Order Form (the “Initial Term”). If the Initial Term is not specified in the Order Form, the Initial Term shall be three (3) years. Unless otherwise specified in the Order Form, the Term of this Agreement will continue to automatically renew for subsequent twelve (12) month renewal terms (each, a “Renewal Term,” and together with the Initial Term, the “Term” of this Agreement), unless either party gives the other party notice of non-renewal at least sixty (60) days before the current Term ends.
2. SOW Term. The term of any SOW shall commence as of the date specified in the SOW or upon full execution of the SOW and shall continue until completion of the Professional Services (the “SOW Term”), unless earlier terminated in accordance with the terms of the Agreement.
3. Fee Increases. Unless otherwise specified in the Order Form, Unanet reserves the right to increase Subscription Fees on an annual basis after the Initial Term, by providing notice to Customer prior to the end of the current annual period during the Term. All pricing terms are confidential, and Customer agrees not to disclose them to any third party.
Termination
1. Non-Renewal; Cancellation Period. Unless otherwise specified in the Order Form, either party may elect not to renew this Agreement (and all Order Forms) by providing written notice sixty (60) days prior to the end of the current Term (either the Initial Term or any subsequent Renewal Term). Such cancellation of this Agreement shall be effective at the end of the Initial Term or subsequent Renewal Term, as applicable. Customer acknowledges that it is not entitled to and shall not receive a refund for annual prepaid Subscription Fees or Professional Services Fees in the event of non-renewal.
2. Termination for Cause. Either party may terminate this Agreement upon written notice to the other party in the event the other party materially breaches this Agreement and has failed to cure such material breach or to commence commercially reasonable efforts to cure such breach within thirty (30) days following notice from the non-breaching party. Any breach of Customer payment obligations or unauthorized use of the Unanet Services will be deemed a material breach of this Agreement.
3. Termination due to Bankruptcy. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent and becomes the subject of a proceeding relating to insolvency, receivership, or liquidation; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy; or (iii) makes or seeks to make a general assignment for the benefit of creditors.
4. Effect of Termination. If the Agreement is terminated, all Order Forms are simultaneously terminated and Customer shall, as of the effective date of such termination, immediately cease accessing and using the Services, and each party shall securely return or destroy all Confidential Information of the other party in its possession or control, pursuant to Section 13 below. The customer will pay all outstanding amounts due promptly following termination as invoiced by Unanet. Unanet shall make Customer Data available as set forth in Section 4(g) of this Agreement or Customer may purchase access to a historical environment.
5. Survival. Sections 2, 4, 6, 9, 11, 12(d), 13, 14, 15, and 18-37, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any termination or expiration of this Agreement.
Representations & Warranties
1. Mutual Warranties. Each party represents and warrants to the other party that: (I) it has the legal power and authority to enter into this Agreement; (ii) the execution of this Agreement by its representative whose signature is on the respective Order Form is duly authorized; and (iii) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
2. Unanet Warranties. Unanet represents and warrants to Customer that (I) it will provide the Professional Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and using personnel of required skill, experience, and qualifications; and (ii) the Subscription Services will perform substantially in accordance with the Documentation under normal use and circumstances. Customer's sole remedy and Unanet's sole obligation for any failure of the foregoing express warranties is for Unanet to use commercially reasonable efforts to correct, repair, or replace the Services or provide a work-around within a reasonable period after Customer provides written notice to Unanet.
3. Customer Warranty. Customer represents and warrants to Unanet that it has and will have, during the Term of this Agreement, the necessary rights, authorizations, and consents in and relating to the Customer Data so that it may transfer, disclose, and share the Customer Data to Unanet and providers of the Third-Party Services, if applicable, pursuant to the terms of and as authorized under this Agreement.
4. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES, INCLUDING THE SUBSCRIPTION SERVICES AND MOBILE APPLICATION, ARE PROVIDED “AS IS.” THE LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER. UNANET SPECIFICALLY DISCLAIMS ANY WARRANTIESTHAT (A) THE USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICESS OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UNANET EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALL THIRD-PARTY SERVICES AND THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES OR THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE OWNER OR DISTRIBUTOR OF THE THIRD-PARTY SERVICES OR THIRD-PARTY MATERIALS. UNANET IS NOT RESPONSIBLE FOR MODIFICATIONS TO THE SERVICES COMPLETED BY THIRD PARTIES OR ANY CUSTOMER DATA TRANSFERRED TO THIRD PARTIES AS AUTHORIZED BY CUSTOMER. UNANET'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER SECURITY AND RELATED PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TO THE EXTENT OUTSIDE OF UNANET’S REASONABLE CONTROL, AND SUBJECT TO THE UNANET SLA, UNANET IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Mutual Confidentiality
1. Confidentiality Obligations. During the Term of this Agreement, each Party (for purposes of this provision, the “receiving party”) will have access to certain Confidential Information of the other Party (the “disclosing party”). The receiving party agrees: (a) not to disclose the Confidential Information of the disclosing party to anyone except its and its Affiliates’ respective employees, directors, officers, contractors, advisors, and authorized agents (“Representatives”) on a strict need to know basis for performance or exercise of rights under this Agreement, and who have been informed of the confidential nature of the Confidential Information and who are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as set forth in this Section 13; (b) to use the Confidential Information solely as necessary for the performance of its obligations under this Agreement and as expressly permitted in this Agreement; and (c) to protect the confidentiality of the other party's Confidential Information using the same standards it uses to protect is own Confidential Information, but in no event less than a commercially reasonable standard of care. The Confidential Information shall at all times remain the sole and exclusive property of the disclosing party. The receiving party shall be responsible for the acts or omissions of each of its and its Affiliates’ Representatives who have access to the disclosing party’s Confidential Information and shall promptly notify the disclosing party of any unauthorized use or disclosure of Confidential Information upon becoming aware of such unauthorized use or disclosure.
2. Exclusions. The obligations in Section 13(a) above do not apply to Confidential Information that (i) is or becomes publicly available through no fault of the receiving party, (ii) is already in the receiving party’s possession at the time of its disclosure without any duty of confidence or restriction on use, (iii) was or is received by the receiving party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) is independently developed by the receiving party without reference to or use of the disclosing party’s Confidential Information and by personnel without access to such Confidential Information.
3. Compelled Disclosures. Each Party may disclose Confidential Information to the extent required: (1) to comply with a court or governmental order; or (2) to comply with applicable Law; or (3) to establish or preserve a Party’s rights under this Agreement. If the receiving party is compelled by law to disclose the Confidential Information of the disclosing party, it shall provide the disclosing party with prior notice, to the extent legally permissible, and reasonable assistance at the disclosing party’s cost, if the disclosing party contests the disclosure. If the receiving party remains required by Law to disclose Confidential Information, the receiving party shall disclose only that portion of the Confidential Information that on the advice of counsel, it is legally required to disclose.
4. Return or Destruction of Confidential Information. Following termination of this Agreement, the disclosing party may request that the receiving party destroy all Confidential Information of the disclosing party, including all copies thereof, whether in physical or electronic form. Notwithstanding, the parties agree that Unanet shall not be required to destroy any Confidential Information that is in aggregated and de-identified form, and neither party shall be required to return or destroy electronic copies that are automatically stored in such party’s backup or archival systems, consistent with its internal backup policies and which are not readily accessible; provided that such electronic copies remain subject to the confidentiality obligations set forth herein. Notwithstanding any other provisions in this Agreement, the receiving party’s obligations under this Section 13 with respect to any Confidential Information that constitutes a trade secret under applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more applicable Laws other than as a result of any act or omission of the receiving party or any of its Representatives, and Personal Data shall be treated in accordance with the DPA.
5. Equitable Relief. Each party acknowledges and agrees that a breach of the receiving party’s obligations under this Section 13 (Mutual Confidentiality) may cause the disclosing party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach, the disclosing party will be entitled to seek equitable relief that may be available from any court, without any requirement to post a bond or security. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
Mutual Indemnification
1. Indemnification by Customer. Customer shall defend, indemnify and hold Unanet, Unanet’s Affiliates, and their respective officers, directors, employees, successors, assigns, and agents (each, a “Unanet Indemnitee”) harmless from and against any and all Losses incurred by a Unanet Indemnitee arising out of any third-party Action in connection with: (I) Customer Data or any data submitted by Customer, its Affiliates, or Authorized Users to Unanet pursuant to the Services, including any processing of Customer Data by or on behalf of Unanet in accordance with this Agreement; (ii) any other materials or information provided by or on behalf of Customer, including Unanet’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User; or (iii) Customer’s material breach of its representations, warranties, or covenants set forth in this Agreement or the terms of acceptable use of the Services as set forth in Section 2.
2. Infringement Indemnification by Unanet. Unanet shall defend, indemnify and hold Customer and Customer's Affiliates’ and their respective officers, directors, employees, successors, assigns, and agents (each, a “Customer Indemnitee”) harmless from and against any and all Losses incurred by a Customer Indemnitee arising out of any third-party Action alleging (i) that Customer’s or an Authorized Users’ use of the Services (excluding Customer Data and Third-Party Services or Third-Party Materials) in accordance with this Agreement infringes or misappropriates a third party U.S. copyright, a U.S. patent issued as of the Effective Date, or a U.S. trademark. Unanet shall have no indemnification obligation under this Section 14(b), for third party Actions to the extent the alleged infringement arises from (I) Customer Data or Third-Party Services, Third-Party Materials, or the combination of the Services with any Customer Data or Customer products, services, hardware, system, software, network, or business process(s) not provided by Unanet or expressly permitted by Unanet in writing; (ii) modification of the Services by any party other than Unanet; (ii) modification of the Unanet Services or Unanet Content other than by or on behalf of Unanet or with Unanet’s written approval; (iii) Customer’s failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by Unanet; (iv) any indemnifiable claim described in Section 14(a); or (iv) use of the Services in a manner inconsistent with the Documentation or in violation of this Agreement or any applicable laws, rules, or regulations.
3. Mitigation. If the Unanet Services violate any third-party Intellectual Property Rights, Unanet may, at its sole cost and expense, obtain the right for Customer to continue to use the Services as contemplated by this Agreement, modify or replace the Services to make the Services non-infringing, or by written notice to Customer, terminate this Agreement and provide a pro-rata refund of any prepaid and unused Subscription Fees calculated as of the effective date of termination through the end of the then-current annual period. THIS SECTION 14 SETS FORTH CUSTOMER’S SOLE REMEDY AND UNANET’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL OR ALLEGED CLAIMS THAT THE SERVICES, UNANET TECHNOLOGY, OR UNANET CONTENT INFRINGE OR VIOLATE THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
4. Indemnification Procedure. The indemnitor’s obligations set forth in Section 14(a) and (b) above are conditioned on the indemnitee party (1) providing prompt written notice of the third party claim to the indemnitor, provided that a delay will not relieve the indemnitor of its obligations unless prejudiced by such delay, (2) giving the indemnitor control of the defense and settlement of the claim (provided that the indemnitor may not settle or defend any claim unless it unconditionally releases the indemnitee of all liability); and (3) providing the indemnitor all reasonably available information and assistance. Notwithstanding, the indemnitor shall not settle any Action without the indemnitee’s prior written consent, which shall not be unreasonably withheld.
Limitation of Liability
1. Liability Cap. SUBJECT TO THE EXCEPTIONS SET FORTH IN SECTION 15(C) BELOW, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITYABLE THEORY, EXCEED THE TOTAL SUBSCRIPTION FEES PAID TO UNANET UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
2. Exclusion of Damages. SUBJECT TO THE EXCEPTIONS SET FORTH IN SECTION 15(C) BELOW, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,A ND OTHERWISE FOR ANY (I) INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (II) COST OF COVER, LOSS OF DATA, OR SYSTEM SECURITY, REVENUE, PROFITS, OR THIRD PARTY DISCOUNTS, INTEREST PAYABLE TO THIRD PARTIES, OR OTHER SIMILAR ECONOMIC LOSS OR ADVANTAGE, DIMUNITION IN VALUE, LOSS OF GOODWILL, OR (III) IMPAIRMENT, INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
3. Exceptions. The foregoing exclusions and limitations of liability in sections 15(a) and 15(b) do not apply to (1) either party’s indemnification obligations in Section 14 (Mutual Indemnification) of this agreement, (2) damages caused by a party’s willful misconduct, fraud, or gross negligence; (3) Customer’s payment obligations under this Agreement; (4) Customer’s use of the Services beyond the scope of what is allowed under this Agreement or infringement of Unanet’s Intellectual Property Rights in the Services, Unanet Technology, Mobile Application, and Unanet Content. The exclusions in this Section 15 will not apply to the extent prohibited by applicable law.
Unanet AR Automation and Payment Processing.

If Customer elects to subscribe to the Unanet AR Automation Service pursuant to a written Order Form, then the following terms and conditions apply. Unanet makes available a software-as-a-service product that facilitates invoice delivery and tracking, payer portal, and payment acceptance services (referred to as the “AR Automation Add-On”) that enables Customer to accept one-time and recurring payments from Customer’s end customers (each, a “Payment”). The following terms and conditions shall govern any payments or payment processing product or service provided by Unanet now or in the future, provided to Customer in connection with an agreed upon Order Form for such product or service.
1. Unanet will designate one or more service providers to provide the payment processing services made available through the AR Automation Add-On to Customer to process Payments (a “Payment Processor”). Customer’s access to the payment processing services is dependent on Customer’s completion of any required onboarding with the applicable Payment Processor. Customer’s use of the payment processing services is subject to the terms and conditions of the Payment Processor and its privacy policies and payment rules, including without limitation any rules or requirements of any card association or payment network and applicable state surcharge requirements in Customer’s jurisdiction. Unanet is not responsible for the acts or omissions of any Payment Processor, or the payment processing services it provides to Customer. Unanet reserves the right to suspend Customer’s access to the AR Automation Add-On if Payment Processor suspends or terminates its provision of the payment processing services to Customer for any reason.
2. Customer authorizes and directs Unanet to transfer, share, and disclose Customer Data that Customer has provided, or Unanet has obtained from Customer, for the purposes of accessing and using the Unanet AR Automation Services and for Payment Processor to provide the payment processing services to Customer. In connection with the AR Automation Add-On, Unanet may use third-party providers to gather and verify information about Customer’s financial accounts, including obtaining Customer’s authority and right to access these accounts and to manage and initiate transactions involving Customer’s accounts. Customer agrees to provide true, accurate, complete, and current information in connection with its accounts and authorizes Unanet and its third-party providers to access the sources of Customer’s accounts for purposes of connecting with the Payment Processor and Customer’s use of the AR Automation Add-On, if applicable. Unanet does not review the information provided by the Customer for this purpose for accuracy or completeness and is not responsible for such information or the products and services offered by these third-party providers.
Service Level Agreement.

Unanet shall make the Subscription Services available subject to the terms of this Agreement, and the Unanet Service Level Agreement, attached here (the “Unanet SLA”), as may be updated by Unanet from time to time, and which is incorporated herein by reference.
Compliance with Laws.

Each party shall comply with all applicable Laws in connection with its obligations and performance under this Agreement.
Export Control.

Unanet makes no representation that the Subscription Services or the Mobile Application are appropriate or available for use in locations outside the United States of America. If Customer uses the Subscription Services or the Mobile Application from outside the United States of America, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. The parties agree to comply with all applicable export control and economic sanctions and embargoes of the United States in performance of this Agreement and Customer shall not export, re-export, transfer, or use the Services in violation of such laws. Without limiting the generality of the foregoing, Customer further agrees that it shall not make the Subscription Services available to any person or entity that is in a country that is subject to a U.S. government embargo or is listed on any US government list of prohibited or restricted parties. The customer agrees that it is not knowingly engaged in and will not knowingly engage in any dealings or transactions with entities that a party is prohibited from doing business with under the regulations of the Office of Foreign Asset Control (OFAC).
Federal Government End Use Provisions.

In the event Customer is a federal government agency, as applicable, Unanet only provides pre-existing, commercial Services, including the Unanet Technology and Unanet Content and associated rights therein, for federal government end use solely in accordance with the terms and conditions of this Agreement. The Subscription Services and the Mobile Application are commercial products, consisting of commercial computer software and related commercial computer software documentation, as such terms are defined in 48 C.F.R. 2.101. This Agreement will not be deemed an acceptance of any government provisions that may be included or referred to in any Order Form or other purchasing documents, which shall only be accepted in writing by an authorized representative of Unanet.
Equal Opportunity Compliance.

Unanet prohibits discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin.
Anti-Corruption.

Each party understands the applicability of the US Foreign Corrupt Practices Act and agrees to comply with applicable anti-corruption laws in its territory. Each party acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift, or thing of value from the other party in connection with this Agreement, other than reasonable gifts and entertainment in the ordinary course and in accordance with internal policies.
Notice.

Unanet may give general notices via electronic mail to the Customer e-mail address on record in Unanet's account information, or by written communication sent by first class mail or pre-paid post to the Customer address on record in Customer’s account. Customer may give notice to Unanet at any time by any of the following: e-mail to legal@unanet.com; letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to Unanet at the following address: Unanet, Inc., 22970 Indian Creek Drive, Suite 200, Dulles, VA 20166, addressed to the attention of: Legal Department. Such notices shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre- paid post) or 12 hours after sending (if sent by email).
Modification to Terms.

Unanet may update and revise these Terms at any time; provided that Unanet will provide Customer with notification of the updated and revised Terms at least sixty (60) days in advance of Customer’s next Renewal Term, and such updated and revised version of the Terms shall take effect, govern, and be binding upon Customer as of the commencement of the Customer’s Renewal Term.
Assignment; Change in Control.

Neither party may assign any of its rights or delegate any of its obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, Unanet may assign this Agreement in its entirety (including all Order Forms) and delegate its obligations hereunder, without the prior consent of Customer, (i) to a parent or subsidiary entity, or (ii) in connection with a merger, acquisition, corporate reorganization, or sale or all or substantially all of its assets. Any purported assignment in violation of this Section 25 (Assignment; Change in Control) shall be void. Any actual or proposed change in control of Customer that results or would result in a direct competitor of Unanet directly or indirectly owning or controlling 50% or more of Customer shall entitle Unanet to terminate this Agreement for cause immediately upon written notice to Customer.
Governing Law; Venue.

This Agreement shall be governed by laws of United States of America and the State of Delaware without regard to conflicts of laws provisions thereof or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process by mail to such party’s address set forth on the Order Form shall be effective service of process for any such proceeding brought in any such court.
Waiver of Jury Trial.

Each party hereby unconditionally waives any right it may have to a trial by jury in connection with any action arising out of or related to this Agreement.
Further Assurances; Relationship of the Parties.

On a party’s reasonable request, the other party shall execute and deliver all documents and take such further actions as reasonably necessary to give full effect to this Agreement. No joint venture, partnership, employment, or agency relationship exists between Customer and Unanet as a result of this agreement or use of the Service. Professional Services are provided in the capacity of an independent contractor and not as an agent or employee of Customer.
Subcontractors.

Unanet may from time to time in its discretion engage third parties to perform Services under this Agreement, including any Professional Services (each, a “Subcontractor”).
Waiver; Remedies.

The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by both parties in writing. Except as expressly stated in this Agreement, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies existing at law or in equity.
Entire Agreement.

These Terms, together with the Order Form(s) between Unanet and Customer, and all exhibits, addenda, and Statements of Work attached or incorporated into such Order Form(s), comprises the entire agreement between Customer and Unanet with respect to the subject matter herein and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Each subsequently executed Order Form between Unanet and Customer is hereby incorporated into and becomes a part of this Agreement. If the Order Form or any addenda thereto expressly conflicts with these Terms & Conditions, the Order Form will control solely to the extent of the conflict. Customer acknowledges that it has had the opportunity to review this entire Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. Notwithstanding anything to the contrary in this Agreement, no terms or conditions in a Customer purchase order or other Customer documentation will be incorporated into or form any part of this Agreement, and shall be null and void, unless Unanet expressly agrees to such additional terms and conditions in writing.
Attorney’s Fees.

If any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
No Third Party-Beneficiary.

This Agreement is for the sole benefit of the parties hereto and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right.
Limitation of Time to File Claims.

Any cause of action or claim Customer may have arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action accrues.
Force Majeure.

In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, except for any obligations to make payments, when and to the extent such failure or delay is caused by any circumstance beyond such party’s reasonable control (a “Force Majeure Event”), including without limitation, acts of God, pandemics, government order, law, or actions, national or regional emergency, flood, fire, earthquakes, war, invasion, hostilities, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
Counterparts; Electronic Signatures.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed one agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Each party agrees that the electronic signatures of the parties included in this Agreement are intended to have the same force and effect as manual signatures.
Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith:

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise.

“Affiliate” means, with respect to a specified entity, any entity that directly or indirectly controls more than 50% of the voting securities of such specified entity or otherwise controls such entity, meaning the ability to direct or cause the direction of the management and policies of such entity.

“Analytics Data” means data and information related to Customer’s use of the Services that is generated by Unanet and used in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision, use, and operation of the Services.

“Authorized Users” means Customer employees, representatives, third-party consultants, contractors or agents who are authorized by Customer to use the Service for the benefit of Customer and for whom access to the Services has been purchased hereunder and such individuals have been supplied user identifications and passwords by Customer (or by Unanet upon the request of Customer).

“Confidential Information” means any materials or information in any form or medium (whether oral, written, electronic, or other) relating to a party which it considers confidential or proprietary, and which it discloses or makes available to the other party under this Agreement including without limitation: the Unanet Technology, Unanet Content, related Documentation and pricing provided by Unanet to Customer, source code, the Customer Data, each party’s business and technical information, training materials, software plans, business opportunities, trade secrets, business operations, plans, strategies, research, development, and knowhow, inventions, processes, technologies, or other non-public information or trade secrets that the disclosing party treats as proprietary or confidential and is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or reasonably should know that such information is Confidential Information of the disclosing party.

“Customer” is defined as the legal entity signing the Order Form referencing these Terms and Conditions.

"Customer Administrator(s)" means those Users designated by Customer who are authorized to create User accounts and otherwise administer Customer use of the Services.

"Customer Data" means any data, information or material provided or submitted by Customer or an Authorized User in the course of using the Services or otherwise collected or received by Unanet, directly or indirectly from Customer or an Authorized User by or through the Service. For the avoidance of doubt, Customer Data does not include De-Identified Data or Analytics Data as defined in this Agreement.

“Documentation” means the knowledge center documentation, system documentation, release notes and FAQs located in Unanet’s Experience Center, and which describe the functionality, features, configuration, and capabilities of the Services.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence related to any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Law” means any statute, law, ordinance, rule, code, order, constitution, treaty, common law, judgement, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Losses” means all losses, damages, deficiencies, claims, actions, judgements, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder.

"Order Form(s)" means the sales order form evidencing the subscription for the Services, any Professional Services, and any Add-Ons, as well as any subsequent order forms submitted in writing, specifying, among other things, the number of Users, Services subscriptions and other professional services contracted for, the applicable fees, the billing period, and other terms as agreed to between the parties.

“Personal Data” has the meaning set forth in Unanet’s Data Processing Addendum.

"Term" means the Initial Term and any renewal terms during which a specified number of Users are authorized to use the Service pursuant to the Order Form(s).

"Unanet" means Unanet, Inc., a Virginia corporation.

"Unanet Content" means the specifications, Documentation, Unanet systems, and all other audio and visual information, documents, software, products and services contained or made available to Customer in the course of using the Services, including any requirements, plans, or reports that are provided or used by Unanet in connection with the Services. For the avoidance of doubt Unanet Content includes Analytics Data and any information, data, or other content derived from Unanet’s monitoring of Customer's access to or use of the Services but does not include Customer Data.

"Unanet Technology" means all Unanet's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) used to provide the Services.

“Security Incident” means the unauthorized access, use, disclosure, modification, destruction of information or interference with Customer Data.

"Service(s)" means the cloud-based software-as-a-service products made available for subscription by Unanet to Customer as further described in each Order Form, including its ERP software solutions and CRM software solutions, which may include, without limitation time reporting, professional service automation, expense reporting, project management, billing, data analysis, general ledger, accounts payable, accounts receivable, cost pool calculations, and/or other services as developed, hosted, operated, and maintained by Unanet and accessible via designated web site or IP address, or ancillary online or offline products and services.

“Third-Party Materials” means materials and information, in any form or medium, including any software, documents, content, specifications, equipment, or components that are not proprietary to Unanet.

Industry Reports

Unanet Partner Network

Industry Guides

Unanet Blog

Support Portals

UNANET CLOUD TERMS & CONDITIONS

Effective Date: August 17, 2023

Unanet Software Services; Access Grant.

Acceptable Use Policy

Customer Responsibilities; Third-Party Services.

Customer Data and Privacy

Information Security; Incident Response.

Intellectual Property Ownership

Technical Support.

Professional Services

Pricing and Payment Terms

Term and Renewal

Termination

Representations & Warranties

Mutual Confidentiality

Mutual Indemnification

Limitation of Liability

Unanet AR Automation and Payment Processing.

Service Level Agreement.

Compliance with Laws.

Export Control.

Federal Government End Use Provisions.

Equal Opportunity Compliance.

Anti-Corruption.

Notice.

Modification to Terms.

Assignment; Change in Control.

Governing Law; Venue.

Waiver of Jury Trial.

Further Assurances; Relationship of the Parties.

Subcontractors.

Waiver; Remedies.

Entire Agreement.

Attorney’s Fees.

No Third Party-Beneficiary.

Limitation of Time to File Claims.

Force Majeure.

Counterparts; Electronic Signatures.

Definitions