PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE APPLICATION SERVICES OFFERED BY UNLESS (“UNLESS,” “WE,” “US,” “OUR”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE UNLESS’S APPLICATION SERVICES. BY ACCEPTING THESE TERMS BELOW, OR BY USING UNLESS’S APPLICATION SERVICES IN ANY MANNER, YOU AND THE ENTITY YOU REPRESENT (“CUSTOMER”, "YOU") AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS.
This Agreement is entered into as of the date you accept these terms or use the UNLESS Application Services (“Effective Date”).
License to use the services
“Application Services” shall mean the online, web-based applications (including scripts, web pages, data and APIs) used by CUSTOMER, and provided by UNLESS via https://unless.com or other designated websites or IP addresses as communicated to CUSTOMER by UNLESS.
Subject to the terms set forth in this Agreement, UNLESS grants to CUSTOMER a limited, non-exclusive, non-transferable license to use the Application Services (as defined herein) for CUSTOMER’s internal use and not for resale or further distribution.
CUSTOMER’s right to use the Application Services is limited by all terms and conditions set forth in this Agreement. Except for this license granted to CUSTOMER, UNLESS and its licensors retain all right, title and interest in and to the Application Services, including all related intellectual property rights. The Application Services are protected by applicable intellectual property laws.
Access to the services
UNLESS reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Application Services without notice. UNLESS will not be liable to CUSTOMER or to any third party for any modification, suspension, or discontinuance of all or any portion of the Application Services.
UNLESS also reserves the right, in its sole discretion, to reject, refuse to post, or remove any material that CUSTOMER (or their end users) posts or submits for posting, and to restrict, suspend, or terminate access to the Application Services at any time, for any or no reason, with or without prior notice, and without liability.
Your content
In the course of using the Services, CUSTOMER or their end users may provide information (including - but not limited to - texts, images, videos, code, and data) which may be used by UNLESS in connection with the Services. You understand that by providing such content, materials or information (including without limitation information relating to your end users, or provided by you or your end users as input) to UNLESS or in connection with the Services (collectively, “Your Content”), UNLESS hereby is and shall be granted a nonexclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with UNLESS’s provision of the Services.
For clarity, the foregoing license grant to UNLESS does not affect your ownership of or right to grant additional licenses to the material in Your Content.
Acceptable use policy
CUSTOMER must comply with all applicable laws when using the Application Services. Additionally, UNLESS does not allow any use of the Application Services that goes against the law in The Netherlands, your own current location or the country where you are registered as a citizen.
CUSTOMER agrees to the following policies. When using the Application Services, you or your end users must not:
- Engage in fraud, misrepresent your affiliation with another person, company or other entity, impersonate another person, or hide or attempt to hide your own identity;
- Post or transmit hateful, false or misleading statements, or messages that incite or threaten violence;
- Transmit chain letters, spam, or other unsolicited email;
- Interfere with the normal functioning, integrity or operation of the Application Services;
- Access any part of the Application Services, or any content or data therein, through any technology or means other than those provided or authorized by UNLESS;
- Use the Application Services or other parts of the UNLESS system in violation of any applicable law or regulation, including privacy laws in applicable jurisdictions; or
- Upload, use or transmit any content, data or materials that violate applicable laws or regulations.
About profiling
Depending on the use case of CUSTOMER, ‘profiling’ may occur as a result of implementing and using the Application Services. Profiling means automated processing of personal data relating to a natural person, in particular to analyse or predict aspects concerning that natural person's performance at work, economic situation, health, personal preferences, interests, reliability, behaviour, location or movements.
In such a case, CUSTOMER shall be responsible for the legal aspects of such profiling. CUSTOMER shall at least make sure that their data subjects shall have the right not to be subjected to a decision based solely on automated processing, including profiling, which produces legal effects concerning him or her or similarly significantly affects him or her. This does not apply if the decision is based on the data subject's explicit consent.
Data Processing
To the extent Personal Data is sent by CUSTOMER (including without limitation information relating to your end users, or provided by you or your end users as input) through the Application Services and CUSTOMER's use of the Application Services involves transferring Personal Data outside the EEA or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, the terms of the Data Processing Addendum shall apply to such Personal Data and be incorporated into the Agreement.
Decision making
The final choice of whether an account is in violation of any of these policies is at the sole discretion of UNLESS. Violation of any of these policies may result in tracking information being stored to identify the offending user, and permanent restriction from holding an account on the service.
Disclaimer of warranties
USE OF THE APPLICATION SERVICES IS AT CUSTOMER’S SOLE RISK. THE APPLICATION SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. UNLESS AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED INDEMNITIES AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UNLESS DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE APPLICATION SERVICES, AND CUSTOMER RELIES ON THE APPLICATION SERVICES AT CUSTOMER’S OWN RISK. ANY MATERIAL THAT CUSTOMER ACCESSES OR OBTAINS THROUGH THE APPLICATION SERVICES, INCLUDING CUSTOMER CONTENT, IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, INCLUDING (BUT NOT LIMITED TO) INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS). NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM UNLESS OR THROUGH OR FROM THE APPLICATION SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Indemnity
CUSTOMER will defend, indemnify and hold harmless UNLESS, its suppliers and licensors, and its respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns, from any costs, damages, expenses, and liability caused by CUSTOMER’s use of the Application Services, CUSTOMER’s violation of this Agreement, CUSTOMER Content, or CUSTOMER’s violation of any rights of a third party through use of the Application Services.
Limitation of liability
UNLESS AND ITS SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF UNLESS HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM CUSTOMER’S USE OF THE APPLICATION SERVICES. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF UNLESS AND ITS SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF THE APPLICATION SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT CUSTOMER HAS PAID TO UNLESS FOR CUSTOMER’S USE OF THE APPLICATION SERVICES FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.
Arbitration and governing law
This Agreement SHALL BE GOVERNED by and construed in accordance with the laws of the Netherlands without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Amsterdam, The Netherlands.
