LAST UPDATED: 12.13.2023
Thank you for using Unifill AI! These Terms of Use apply to all users of the services provided by Unifill AI or our affiliates (“Company”), including our application programming interface, software, tools, developer services, data, documentation, and websites (“Services”). By using our Services, you agree to these Terms. Our Privacy Policy explains how we collect and use personal information.
Subject to your compliance with all of the terms and conditions of this Agreement, Company hereby grants you a limited, non-exclusive, non-transferable, revocable license, without any right to sublicense, to access and use the Services and any related documentation provided by Company (together with the Services, the “Evaluation Materials”), solely for your internal and non-commercial use. Your use of the Services shall be strictly in accordance with any documentation provided by Company.
You shall not directly or indirectly:
You may, from time to time and in your sole discretion, make suggestions for changes, modifications, or improvements to the Services (“Feedback”). All Feedback shall be solely owned by Company (including with respect to all intellectual property rights) and shall also be Company’s confidential information. You shall and hereby do make all assignments necessary to achieve such ownership. You acknowledge and agree that Company may use aggregated and anonymous data based on your use of the Services; provided that none of the foregoing specifically identifies you. Any such materials produced using such aggregate data are the sole and exclusive property of Company.
You acknowledge and agree that certain features of the Services may enable you to provide certain information and content (“User Content”) through the Services. You hereby grant Company a non-exclusive, perpetual, irrevocable, worldwide license to display, modify, distribute, perform, and reproduce such User Content for the purpose of making it available through the Services. You expressly agree that Company shall not be responsible for any accuracy, damage, deletion, or destruction of User Content.
This Agreement shall commence on the date you first access the Services and shall continue until terminated by either party as set forth herein. Company is free to terminate (or suspend access to) your use of the Services for any reason in its discretion, including your breach of this Agreement. Company has the sole right to decide whether you are in violation of any of the restrictions set forth in this Agreement. Upon termination, all rights granted to you under this Agreement shall immediately cease and you will promptly cease all use of the Evaluation Materials. Sections 2-11 shall survive termination of this Agreement.
You acknowledge and agree that in the course of using and accessing the Services, you may obtain or develop information relating to the Services and/or Company, including without limitation the Services, Evaluation Materials, and other financial, business, legal, technical, product, marketing, and customer information (collectively “Confidential Information”). Except for the specific rights granted by this Agreement, you shall not use, possess, publish, or otherwise disclose any Confidential Information without the prior written consent of Company. You shall receive the Confidential Information in strict confidence and use all reasonable efforts to protect the Confidential Information and any other proprietary or confidential information disclosed to you by Company. You shall bear responsibility for any breach of confidentiality by your employees and contractors.
As between the parties, Company owns and retains all rights, title, and interest, including all related Intellectual Property Rights, in the Services, and any technology, templates, materials, or software used to provide the Services. This Agreement does not transfer ownership rights of any kind in the Services or any related materials to you or any third party. The Company name, the Company logo, and the product names associated with the Services are trademarks of Company or third parties, and no right or license is granted to use them. You may not use Company’s name or trademarks without the prior written consent of Company. "Intellectual Property Rights" means 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.
You acknowledge and agree that Company may freely use aggregated and anonymous data based on your use of the Services, including without limitation any such data generated from User Content. Any materials produced using such data are the sole and exclusive property of Company.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO PROMISE THAT USE OR OPERATION OF THE SERVICES OR ANY OF THE DATA OR OTHER MATERIALS PROVIDED HEREUNDER WILL (I) MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) RESULT IN ANY OUTCOME, (III) BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR (IV) BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT, BY OPERATION OF LAW, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
Regardless of the form of any claim or action, COMPANY WILL NOT BE LIABLE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OF USE OR DATA, OR COST OF SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR INVESTMENT LOSSES, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF ONE HUNDRED DOLLARS ($100.00). EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings, or agreements (oral or written), between the parties about the subject matter of this Agreement. Company reserves the right to amend, modify, or change this Agreement at any time and will use commercially reasonable efforts to notify you of the same. If you use the Services in any way after such changes are effective, then you will be deemed to have agreed to all of the changes. Except for the foregoing, no change, consent, or waiver under this Agreement will be effective unless in writing and signed by Company and you. You may not assign or transfer any of your rights or obligations hereunder without the prior written consent of Company, and any purported assignment in violation of this section shall be void. The parties are independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, or agent of the other party, or both parties as joint venturers or partners for any purpose. Any breach of this Agreement will cause not only financial damage but also irreparable harm to Company for which money damages will not be an adequate remedy. In addition to Company’s other rights and remedies, you agree that Company will be entitled to an injunction or similar equitable relief against any breach or threatened breach, without the necessity of posting any bond. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches. This Agreement shall be governed by and construed in accordance with the laws of California, without regard to its conflicts of laws provisions, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the State of California.
If you purchase any Services, you will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You’re responsible for all applicable taxes, and we’ll charge tax when required. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received.
You can pay for some Services in advance by purchasing service credits. All service credits are subject to our terms and conditions.
You can cancel your paid subscription at any time. Payments are non-refundable, except where required by law, we will refund the given amount in 10-15 working days. These Terms do not override any mandatory local laws regarding your cancellation rights.
We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice, and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.
Thank you for choosing Unifill AI. We value your business and strive to ensure your satisfaction with our services.