Unanet ProposalAI Terms & Conditions
Effective Date: January 27, 2025
BY SIGNING AN ORDER FORM WITH UNANET, INC. (“UNANET”), CUSTOMER AGREES TO SUBSCRIBE TO THE UNANET PROPOSALAI SOFTWARE AS IDENTIFIED ON ITS ORDER FORM(S) WITH UNANET AND ANY RELATED FULL-SERVICE PINK TEAM DRAFT SERVICES IDENTIFIED ON SUCH ORDER FORM(S) (COLLECTIVELY WITH THE UNANET PROPOSALAI SOFTWARE, THE “SERVICES” (AS DEFINED BELOW)), AND AGREES TO COMPLY WITH THESE 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.”
1. Unanet ProposalAI Software Subscription; Access Grant.
(a) Unanet ProposalAI Software Subscription. Unanet grants Customer a non-exclusive, non-sublicensable, non-transferable right to access and use the Unanet ProposalAI Software as set forth on the 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. The Unanet ProposalAI Software facilitates the generation of pink-team quality draft proposals in response to Solicitations provided by Customer, utilizing Customer’s past proposals as a foundational reference.(b) 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.
(c) Updates. Unanet may routinely update the Services 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.
2. Pricing and Payment Terms.
(a) Fees. Customer agrees to pay the annual subscription fee (“Subscription Fee”) or one-time fees for full-service Pink-Team Drafts, if applicable, for the Unanet ProposalAI Software Services as detailed in the Order Form between Customer and Unanet, and other fees set forth in the agreed upon Order Form between Customer and Unanet (collectively, the “Fees”). Except as expressly set forth in Section 12(c) of this Agreement, all Fees are non-cancelable, and all amounts paid are non-refundable.(b) 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.
(c) Invoicing and Payment Terms.
- Subscription Services. Unanet charges and collects in advance for the 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.
- 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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. 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 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. All amounts payable to Unanet under this Agreement shall be paid by Customer to Unanet in full without any setoff, counterclaim, deduction, or withholding.
3. Acceptable Use Policy.
(a) Use Restrictions. Customer shall not, and shall not permit any other person to, access or use the Services, except as expressly permitted by this Agreement. 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 in any way; (ii) modify or make derivative works based upon the Services,; (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 through use of “scraping” or “crawling” or any other method not authorized by Unanet; (v) reverse engineer, decompile, or disassemble the Services; or (vi) access and use the Services 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, or (3) copy any ideas, features, functions or graphics of the Services.(b) Customer may use the Services only for Customer's internal business purposes and shall not use the Services: (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 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 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; or (vii) remove, alter, or obscure any trademarks or proprietary rights notices from any of the Services. 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.
(c) 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 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, 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.
4. Customer Data and Privacy; Artificial Intelligence.
(a) Responsibility for Customer Data; Prohibited Data Categories. 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/or 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 is also responsible for properly classifying and identifying its Customer Data in accordance with applicable regulations and communicating such restrictions to Unanet. Customer is responsible for determining whether to upload or otherwise use the Unanet ProposalAI Services to process any protected health information (PHI) as defined under HIPAA or HITECH, any sensitive personal information as defined under applicable data protection laws, any financial information, or any controlled unclassified information (CUI) or regulated data and does so at their own risk. CUSTOMER AGREES THAT UNANET IS NOT RESPONSIBLE FOR AND SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO THE CUSTOMER DATA GRANTED BY CUSTOMER OR FOR CUSTOMER’S COMPLIANCE WITH APPLICABLE REGULATIONS OR LAWS WITH RESPECT TO ANY SENSITIVE OR REGULATED DATA CATEGORIES. UNANET DISCLAIMS LIABILITY WITH RESPECT TO CUSTOMER’S DECISION TO INCLUDE SENSITIVE OR REGULATED DATA IN ITS CUSTOMER DATA. Without limiting any of its other remedies, Unanet reserves the right to permanently delete any Customer Data which falls into any of the protected data categories identified above without notice or liability to Customer, and to terminate this Agreement for cause pursuant to Section 9(b). 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
(b) Data Processing. Customer shall ensure that it is entitled to transfer all Customer Data to Unanet so that it may lawfully process Customer Data on Customer’s behalf as set forth in this Agreement, and that Unanet’s use of the Customer Data in accordance with this agreement will not cause Unanet to violate applicable data privacy laws. 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 not Sell or Share personal information (as such terms are defined under the California Consumer Privacy Act of 2018, including its regulations and amendments (“CCPA”)), and shall not retain, use, or disclose personal information outside of the direct business relationship or use such personal information for any purpose other than as contemplated in this Agreement. Each party shall comply with the any applicable restrictions under the CCPA on combining the personal information with other personal information and will promptly notify the other party if it determines it can no longer meet its obligations under this provision. If applicable, each party agrees to comply with all applicable sections of the CCPA and other applicable data privacy laws.
(c) 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.
(d) 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. All such information collected is subject to the terms of this Agreement and the DPA. 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.
(e) 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.
(f) 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.
(g) Artificial Intelligence. The Unanet ProposalAI Software uses generative artificial intelligence models (“AI Functionality”) to generate proposal drafts. The materials created by the AI Functionality (“Output”) is considered Customer-owned content for purposes of this Agreement and Unanet waives any rights it may have in the Output except as it relates to any creation of De-Identified Data or Analytics Data under this Agreement. UNANET DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE AI OUTPUT, INCLUDING WARRANTIES OF ACCURACY OR NON-INFRINGEMENT, AND NO RESULTS OR OUTCOME ARE GUARANTEED OR EXPECTED AS A RESULT OF USING THE UNANET PROPOSALAI SERVICES INCLUDING THE AI FUNCTIONALITY. Unanet does not use Customer Data to train public AI or large language models or used to benefit or enhance another company’s proposals. Customer acknowledges and accepts the inherent risks associated with machine-generated content. Customer agrees and understands that the Output might not always meet expectations, be accurate or complete, or eligible for copyright protection. Customer further acknowledges and agrees that Output requires human review before use.
5. Information Security; Incident Response.
(a) 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 this Agreement.
(b) Customer Data Retention and Retrieval. 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.
(c) 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.
6. Intellectual Property.
(a) 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, including without limitation in past proposals, and in the resulting proposal content generated by the Unanet ProposalAI Software.
(b) Unanet ProposalAI Software; Services Ownership. Unanet retains all rights, title, and interest, including all Intellectual Property Rights therein, in and to the Unanet Services, including without limitation the Unanet ProposalAI Software. Except for the limited usage rights expressly granted to Customer in this Agreement, Customer has no right, license, or authorization with respect to the Services, including without limitation the Unanet ProposalAI Software, whether expressly, by implication, estoppel, or otherwise, and all rights in and to the Services, including without limitation the Unanet ProposalAI Software, are expressly reserved by Unanet. The Services may use Third-Party Materials, third-party software, files, libraries, or components that are subject to third-party license terms.
(c) 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.
(d) Trademark License. Subject to this Agreement, Customer grants Unanet and its Affiliates (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.
7. Technical Support. Unanet provides chat and email technical support for up to three (3) Authorized Users of Customer, during business hours Monday through Friday (8:00 a.m. through 6:00 p.m. ET), excluding US federal holidays, for the resolution of technical issues related to the operation of the Services.
8. Term and Renewal. The initial subscription term for the 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.
9. Termination
(a) 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 Fees in the event of non-renewal.(b) 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.
(c) 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.
(d) 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 11 below. Following termination, the proposals generated by the Unanet ProposalAI Software remain the property of Customer. 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 5(b) of this Agreement.
(e) Survival. Sections 3, 4, 6, 9(d), 10(d), 11, 12, 13-19, 21-24, 26-30, 32, and 33, 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 and Warranties.
(b) Unanet Warranties. Unanet represents and warrants to Customer that (I) it will provide its full-service Pink Team Draft 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 Unanet ProposalAI Software Services will perform substantially in accordance with the requirements of this Agreement 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.
(c) 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.
(d) DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES 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. UNANET DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE AI OUTPUT, INCLUDING WARRANTIES OF ACCURACY OR NON-INFRINGEMENT, AND NO RESULTS OR OUTCOME ARE GUARANTEED OR EXPECTED AS A RESULT OF USING THE UNANET PROPOSALAI SERVICES INCLUDING THE AI FUNCTIONALITY. 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, UNANET IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
- Mutual Confidentiality.
(b) Exclusions. The obligations in Section 11(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.
(c) 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.
(d) 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 11 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.
(e) Equitable Relief. Each party acknowledges and agrees that a breach of the receiving party’s obligations under this Section 11 (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.
(b) 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 12(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 Services 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 12(a); or (iv) use of the Services in a manner inconsistent with this Agreement or any applicable laws, rules, or regulations.
(c) Mitigation. If the 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 12 SETS FORTH CUSTOMER’S SOLE REMEDY AND UNANET’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE OR VIOLATE THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
(d) Indemnification Procedure. The indemnitor’s obligations set forth in Section 12(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.
(b)Exclusion of Damages. SUBJECT TO THE EXCEPTIONS SET FORTH IN SECTION 13(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.
(c) Exceptions. The foregoing exclusions and limitations of liability in Sections 13(a) and 13(b) do not apply to (1) either party’s indemnification obligations in Section 12 (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. The exclusions in this Section 13 will not apply to the extent prohibited by applicable law.
- 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 Services are appropriate or available for use in locations outside the United States of America. If Customer uses the Services 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 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. 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 ProposalAI Software and associated rights therein, for federal government end use solely in accordance with the terms and conditions of this Agreement. The Services 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.
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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 21 (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 Services. 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 (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.
- Attorneys’ 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
(b) “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.
(c) “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.
(d) “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).
(e) “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.
(f) “Customer” is defined as the legal entity signing the Order Form referencing these Terms and Conditions.
(g) "Customer Data" refers to any information, content, works, expressions or material that is provided, uploaded, posted, transferred, transmitted, made available or submitted by or on behalf of Customer to Unanet in the course of using the Services.
(h) “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.
(i) “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.
(j) “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.
(k) “Order Form(s)” means the sales order form evidencing the subscription for the Services, as well as any subsequent order forms submitted in writing, specifying, among other things, the Services and number of proposals and/or full service Pink Team Drafts, the applicable fees, the billing period, and other terms as agreed to between the parties.
(l)“Personal Data” has the meaning set forth in Unanet’s Data Processing Addendum.
(m) "Pink-Team Draft" also called a “Credit” refers to a version of a proposal written in response to a specific Solicitation and designed to be between 60% to 75% complete, in that it addresses most sections of the Solicitation with a proposal outline that has on-point content and details specific to Company and in line with the past proposals that Company has provided. A pink-team draft does not include graphics or images, resumes, graphic design, desktop publishing or any other special formatting or pixel-perfect tasks.
(n) "Unanet ProposalAI Software" refers to Unanet’s proprietary software (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) designed for generating pink-team quality draft proposals and used to provide the Services.
(o) “Services” refers to the Unanet ProposalAI Software and the specifications, 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.
(p) “Security Incident” means the unauthorized access, use, disclosure, modification, destruction of information or interference with Customer Data.
(q) "Solicitation" means a Request for Proposal (RFP), Request for Quotes (RFQ), Request for Information (RFI) or other similar document that solicits proposals for the federal government to evaluate in the procurement of a commodity, service, or valuable asset.
(r) “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).