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Unqork Terms of Service

These Unqork Subscription Terms of Service (the “Terms”), together with the executed Order(s) govern access and use of the services set forth in the applicable Order. “Customer” means the entity that has entered into the Order and which is granted access and use of the services. The Order, together with these Terms, as may be updated by Unqork Inc. (“Unqork”) from time to time (collectively, the “Agreement”) constitute the complete agreement between Unqork and Customer (each a “Party” and collectively, the “Parties”) and supersede any prior discussions or representations regarding your order or use of the services. 

BY EXECUTING AN ORDER TO WHICH THESE TERMS HAVE BEEN INCORPORATED, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT YOU HAVE READ THESE TERMS AND AGREES TO BE BOUND BY THEM. 

  1. Definitions.

“Access Credentials” means any username, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, provided to (i) Customer and (ii) by Customer to its Creators, in order to verify an individual’s identity and authorization for purposes of accessing and using the Documentation and the Unqork Platform.

“AI Services” means any artificial intelligence and/or machine-based systems or development library kits and/or tools included in the Unqork Platform or otherwise provided by Unqork (including any Improvements thereto) utilizing any “large language model,” “foundation model,” “machine learning” or “natural language processing.”

“Affiliate” means an entity controlled by, controlling, or under common control with a party hereto, where “control” is defined as (i) the ownership of at least fifty percent (50%) of the equity or beneficial interests of such entity; (ii) the right to vote for or appoint a majority of the board of directors or other governing body of such entity; or (iii) the power to exercise a controlling influence over the management or policies of the entity.

“Analytics” means End User Analytics and Creator Analytics.

“Configuration File” means the JSON file setting forth the structured description and presentation of the Customer’s Use Case(s), including the user-experience and user-interface (HTML and/or CSS files), workflows, business rules and requirements associated with Customer Third Party Materials; provided, however, the Configuration File does not include Unqork Materials. The Configuration File is Customer Confidential Information.

“Creator” means an individual or entity authorized by Customer and to whom Customer has supplied Access Credentials to access and use the Documentation and Unqork Platform to develop Use Cases. Creator does not include End User.

“Creator Analytics” means usage and performance analytics that are derived from Creators’ utilization of the Unqork Platform to develop Use Cases, such as modeling, building and configuration of Use Case(s). For the avoidance of doubt, Creator Analytics shall not include any Customer Data.

“Customer Data” means information, electronic or other physical data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer by or through the Use Case(s) in Production Environment(s). 

“Customer Security Contact” means the individual(s) listed in the applicable Order(s) that will serve as Customer’s primary point of notice for data breaches as described in Section 7 below.  If Customer wishes to replace its Customer Security Contact, Customer shall promptly name a new Customer Security Contact and shall notify Unqork immediately in writing.

“Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services.

“Customer Third Party Materials” means materials and information, in any form or medium, including any open-source or other software, large language models, generative artificial intelligence, machine-based or other systems, free software licenses, documents, data, content, specifications, products, equipment or components that are not proprietary to Unqork and that are provided by Customer.

“Documentation” means any manuals, instructions or other documents or materials that Unqork provides or makes available to Customer and its Creators, in any form or medium, which describe the functionality, components and features of the Unqork Platform, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.

“End User” means an individual or entity interacting with the Use Case in a Production Environment, but not the Unqork Platform. End User does not include Creator.

“End User Analytics” means anonymized usage and performance analytics (and aggregated, where applicable) derived from Processing Customer Data through the Use Case; such that the identity of End Users cannot be identified from the inspection, analysis or use of such analytics or from combining such analytics with other information, data or content. End User Analytics does not include any Customer Data, nor Personal Information or Confidential Information of Customer or its End Users.

“Improvements” means corrections, bug fixes, Updates, improvements, modifications, customizations, adaptations, revisions, enhancements, additions, or changes to the Unqork Platform, whether invented by Unqork or Customer or Customer’s employees, contractors, or agents.

“Input” means any data, documents, prompts, files, logs, questions or information provided by a Creator to the AI Services’ development library kits and/or tools for the purposes of obtaining Output.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, 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 any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. 

“Output” means any actions performed by or on behalf of a Creator, including responses, resulting code, image, text, text effects, vector graphic file, audio file, video file or any other generated content, which is generated by the AI Services’ development library kits and/or tools based on Input for the purposes of inclusion in the Configuration File. 

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

“Personal Information” means any information under applicable data protection laws that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located. 

“Process” means to take any action or perform any operation or set of operations that the Unqork Materials are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing” and “Processed” have correlative meanings.

“Production Environment” has the meaning set forth in the SLA.

“Representatives” means, with respect to a Party, that Party’s and its Affiliates’ employees, officers, directors, consultants, independent contractors, service providers, sublicensees, subcontractors, agents, and legal advisors.

“Services” means Unqork’s provision of the Unqork Platform and the services as set forth in the applicable Order and/or SOW. Services do not include Trial Services.

“SLA” means the Service Level Agreement accessible at https://unqork.com/service-level-agreement.

“Trade Secrets” means information, including formulas, patterns, compilations, programs, devices, methods, techniques, or processes, that derives independent economic value, whether actual, potential, or both, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

“Trial Services” means a product, service or functionality provided by Unqork made available to Customer for evaluation and testing at Customer’s option. Trial Services are not part of Services.

“Unqork Materials” means the Documentation, the Unqork Platform and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any technical or functional descriptions, requirements, plans or reports, that are provided or used by Unqork or any Subcontractor in connection with the Use Case and/or Unqork Platform or otherwise comprise or relate to the Use Case and/or Unqork Platform. For the avoidance of doubt, Unqork Materials include Analytics and any information, data or other content derived from Unqork’s monitoring of Customer’s access to or use of the Unqork Materials but does not include Customer Data or Customer Confidential Information.

“Unqork Personnel” means all individuals involved in the performance of this Agreement as employees, agents or independent contractors of Unqork.

 “Unqork Platform” means Unqork’s enterprise application development platform, including the AI Services and all Improvements thereto. The Unqork Platform does not include any Use Case(s).  

“Unqork Third Party Materials” means materials and information, in any form or medium, including any open-source or other software, large language models, generative artificial intelligence, machine-based or other systems, free software licenses, documents, data, content, specifications, products, equipment or components of or relating to the Unqork Platform that are not proprietary to Unqork. Unqork Third Party Materials do not include Customer Third Party Materials. 

“Update” means a subsequent release(s) of the Unqork Platform that Unqork generally makes available to its customers at no additional fee, which will be made available to Customer provided that Customer has paid all applicable Fees. “Update” shall include updated versions of the Unqork Platform. Notwithstanding the foregoing, “Update” shall not include any release, option or future product or program separately licensed by Unqork.

“Use Case” means configured application(s), comprised of the Configuration File, deployed into a Production Environment and accessed by End Users.

“Users” means, collectively, Creators and End Users.

  1. Services.
    1. Orders. Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, during the Term, Unqork shall provide to Customer the services described in the attached Order(s) for the Use Cases stated therein (each, an “Order”). Each Order will be subject to all of the terms and conditions contained herein.
    2. Unqork Platform Control. As between the Parties:
      1. Unqork has and will retain sole control over the operation, provision, maintenance and management of the: (i) Unqork Platform, including its deployment, modification and replacement; and (ii) performance of maintenance, upgrades, corrections and repairs of the Unqork Platform. Hosting of Customer Data shall be located in the United States unless otherwise agreed in an Order.
      2. Customer has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Customer Systems, including by Users, and sole responsibility for all access to and use of the Unqork Materials by any Users including any: (i) information, instructions or materials provided by any Users input into the Use Case or provided to Unqork; (ii) results obtained from any use of the Unqork Materials; and (iii) conclusions, decisions or actions based on such use.
      3. Unqork will collect, analyze and use Analytics to develop, improve, operate, and support the Unqork Platform.
      4. Unqork shall not use the Inputs, Outputs and/or Customer Confidential Information to train, re-train, or fine-tune the models utilized and procured by Unqork in connection with the AI Services.
    3. Customer Service Management. 
  1. Each Party shall, throughout the Term, maintain within its organization a service manager (“Service Manager”) to serve as such Party’s primary point of contact for day-to-day communications, consultation and decision-making regarding the Services. Each Service Manager shall be responsible for providing all day-to-day consents and approvals on behalf of such Party under this Agreement. Each Party shall ensure its Service Manager has the requisite organizational authority, skill, experience and other qualifications to perform in such capacity.  The Parties’ Service Managers shall be identified in each applicable Order  If either Party’s Service Manager ceases to be employed by such Party or such Party otherwise wishes to replace its Service Manager, such Party shall promptly name a new Service Manager and shall notify the other Party in writing.
  2. Customer’s Service Manager will provide to Unqork in writing a list of no more than ten (10) Persons who will be authorized to contact Unqork (each, a “Designated Contact Person”) with support questions in accordance with the SLA.  
  1. Changes. Unqork reserves the right, in its sole discretion, to make any changes to the Unqork Materials, that it deems necessary or useful to: (a) maintain, enhance and/or expand (i) the quality or delivery of the Services, (ii) the competitive strength and/or scalability of or market for the Services or (iii) the efficiency or performance of the Services; or (b) to comply with applicable Law. 
  2. Subcontractors. No subcontractors will be used to perform any of Unqork’s obligations, including the hosting of the Unqork Platform and the Use Case, unless such subcontractor is bound by substantially similar confidentiality requirements as contained herein; a list of Unqork’s current Subcontractors (each, a “Subcontractor”) can be found on the following page: https://docs.unqork.io/Content/O-Security/O01-Application_Security/O011009-Subcontractors.htm. From time to time, Unqork may add or change such Subcontractors on the above referenced page.
  3. Trial Services
    1. From time to time, Unqork may make Trial Services available to Customer on terms specified by Unqork. Customer may choose to use or not use such Trial Services in Customer’s sole discretion. Trial Services are intended for evaluation purposes and not for production use and are provided on an “as-is” and “as available” basis without any warranty, support, maintenance, or storage of any kind. Unqork may discontinue Trial Services at any time in its sole discretion and may never make them generally available. Customer will not disclose any information about, involving or regarding Trial Services (including the existence of), except as agreed by Unqork in writing.
    2. Customer acknowledges and agrees:
      1. Customer shall not introduce any Customer Confidential Information (including Customer Data) into the Trial Services. 
      2. The SLA attached will not apply to Trial Services. 
      3. Unqork will have no obligations to Customer under Section 6 (Data Backup) or Section 7 (Data Protection and Security).
      4. Sections 4.3, 11.2, 12.1, and 13.2 hereof shall not apply with respect to Customer’s use of Trial Services.
    3. WITH RESPECT TO ITS PARTICIPATION IN TRIAL SERVICES, CUSTOMER ACKNOWLEDGES THAT (I) SUCH FEATURES MADE AVAILABLE TO CUSTOMER MAY (1) SUBSTANTIALLY DIFFER FROM COMMERCIALLY RELEASED VERSIONS; (II) HAVE DIFFERENT STANDARDS OF SECURITY, PRIVACY, AVAILABILITY, ACCESSIBILITY OR RELIABILITY AND COULD HAVE FUNCTIONALITY DEFECTS OR BLOCKER(S); (III) NOT RECEIVE AUTOMATIC UPDATES; (IV) BE SUBJECT TO SPECIFIC LIMITATIONS, AS INDICATED BY UNQORK UNDER THE DOCUMENTATION OR UPON ACCESSING OR USING SUCH FEATURES; AND (V) THAT (1) UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, UNQORK IS UNDER NO OBLIGATION AND WILL NOT BE LIABLE FOR PROVIDING ANY SUPPORT FOR FEATURES MADE AVAILABLE UNDER TRIAL SERVICES, AND (2) UNQORK MAY CHANGE OR DISCONTINUE THE FEATURES MADE AVAILABLE UNDER TRIAL SERVICES AT ANY TIME WITHOUT NOTICE.

IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF UNQORK, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED $100 WITH RESPECT TO TRIAL SERVICES PROVIDED TO CUSTOMER. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

  1. Authorization and Customer Restrictions.
    1. Authorization. 
      1. Unqork License.  Subject to and conditioned on Customer’s payment of the Fees and compliance and performance in accordance with the terms and conditions of this Agreement, Unqork hereby grants to Customer, a worldwide, non-exclusive, non-transferable (except as set forth in Section 15.8 of this Agreement) subscription license to use and access the Unqork Materials, in accordance with the Documentation, and subject to the conditions and limitations set forth in this Agreement.  
      2. Customer License. Customer hereby grants a revocable, non-exclusive, limited right to use and access the Configuration File and Customer Data (i) to Unqork, its Subcontractors and the Unqork Personnel as is reasonably necessary to perform under this Agreement and (ii) to Unqork, as is necessary or useful to enforce this Agreement and exercise its rights and perform its obligations hereunder.
    2. Limited Rights and Restrictions. The rights available to Customer under this Agreement are non-transferable unless agreed to in writing by the Parties and cannot be availed by any third party that is not a party to this Agreement. Customer shall not:
      1. assign, sell, license, re-license, sublicense, rent, lease, publish, display, distribute, permit unauthorized use or otherwise transfer the Unqork Materials to any person or entity for any purpose or permit any third party to use the Unqork Materials in any way not specifically authorized by this Agreement;
      2. use Customer Data, the Unqork Materials, Configuration File, Input and/or any Output in any way that infringes any third-party rights; 
      3. represent to any third party that the Unqork Materials, Customer Data, Configuration File, Input and/or Output has been approved or validated by Unqork;
      4. represent to any third party that Unqork Materials, Customer Data, Configuration File, Input and/or Output is original work or a wholly human-generated work; 
      5. use the Unqork Materials and/or Customer Data for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with applicable laws;
      6. use the Unqork Materials and/or Customer Data for purposes or with effects that are discriminatory, harassing, harmful, or unethical;
      7. use, store, copy, upload, display, post, reproduce, modify, translate, republish, distribute, broadcast, transmit, create derivative works from, display, license, sell or otherwise exploit any part of the Unqork Materials or content therein in any form whatsoever other than as expressly permitted under this Agreement; and
      8. transmit malware, software viruses, Trojan horses, worms or any other malicious application to or through the Unqork Materials.
    3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity in violation of Section 3.2, Customer shall, and shall cause all Persons immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the and Unqork Materials) and (b) notify Unqork of any such actual or threatened activity.
  2. Intellectual Property Rights.
    1. Unqork Materials. All right, title and interest in and to the Unqork Materials and Confidential Information of Unqork, including all Intellectual Property Rights therein and any Improvement thereto, are and will remain with Unqork. Except as otherwise set forth herein, Customer has no right, title, interest, license or authorization with respect to the Unqork Materials, Unqork Third Party Materials and/or Confidential Information of Unqork.  
    2. Customer Data and the Configuration File.  All right, title and interest in and to the Customer Data, Confidential Information of Customer and Configuration File are and will remain with Customer.  Except as otherwise set forth herein, Unqork has no right, title, interest, license or authorization with respect to any of the Customer Data and Configuration File.  
    3. Input and Output. To the extent permitted by applicable Law, Unqork assigns to Customer all its right, title, and interest—if any—in any Input and Output.
    4. Feedback. Any feedback, suggestions, ideas, questions, or other comments regarding the Unqork Materials provided by Customer to Unqork (“Feedback”) are the sole property of Unqork.  To the extent Customer owns any rights in the Feedback, Customer hereby assigns to Unqork of all of Customer’s right, title, and interest in the Feedback.
    5. Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or to (including any license except as provided hereunder) any Intellectual Property Rights in or relating to the Unqork Materials, Unqork Third Party Materials and/or Confidential Information of Unqork, whether expressly, by implication, estoppel or otherwise; all such Intellectual Property Rights are and will remain with Unqork and the respective rights holders in the Unqork Third Party Materials. Nothing in this Agreement grants any right, title or interest in or to (including any license except as provided hereunder) any Intellectual Property Rights in or relating to, Customer Data, Customer Third Party Materials and/or Confidential Information of Customer, whether expressly, by implication, estoppel or otherwise; all of which are and will remain with Customer.
  3. Obligations of the Parties.
    1. Customer Obligations. Customer has and will, at all times during the Term, retain sole responsibility for, and employs all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: 
      1. control the content and use of all Customer Data and Output and all information, instructions and materials provided by or on behalf of Customer or any Person designated by Customer (including, but not limited to, Users) in connection with the Unqork Materials; 
      2. secure, maintain and operate the Customer Systems in accordance with generally accepted industry standards; 
      3. securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to the Unqork Materials; 
      4. ensure and monitor all access to and use of the Unqork Materials by any User; 
      5. properly configure Use Case and use the Unqork Materials and otherwise take appropriate action to secure, protect and backup the Customer Data, including use of encryption, in a manner that will provide appropriate security and protection from unauthorized access and routinely archive the Customer Data; 
      6. properly implement, and comply with the requirements of, any Customer Third Party Materials (along with the Documentation when using such Customer Third Party Materials).  

Customer acknowledges and agrees that Unqork’s ability to carry out its obligations under this Agreement in a timely manner may depend on Customer’s compliance with this Section 5.1, and absent such compliance, Unqork will not be liable to Customer.

  1. Non-Solicitation. During the Term and for twelve (12) months after, Customer shall not, and shall not assist any other Person to, directly or indirectly recruit or solicit (other than by general advertisement not directed specifically to any Person or Persons) for employment or engagement as an independent contractor any Person then employed or engaged by Unqork.  
  1. Service Levels and Credits. Subject to the terms and conditions of this Agreement, Unqork Platform in Production Environment(s) shall be provided to Customer in accordance with the SLA accessible at: https://unqork.com/service-level-agreement.
  1. Data Backup. 

The Unqork Platform is programmed to perform routine data backups of Customer Data at least every six (6) hours. Unqork retains daily back-ups of Customer Data for seven (7) days. In the event of any loss, destruction, damage or corruption of Customer Data caused by the Unqork Platform, Unqork will, (as its sole obligation and liability and as Customer’s sole remedy) use commercially reasonable efforts to restore the Customer Data from Unqork’s then most current backup of such Customer Data.  Backups performed by the Unqork Platform do not replace the need for Customer to maintain regular data backups or redundant data archives of Customer Data and Customer acknowledges and agrees that it is Customer’s responsibility to maintain such regular data backups and redundant data archives.  UNQORK HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA CAUSED, DIRECTLY OR INDIRECTLY, BY CUSTOMER, USERS OR THE CUSTOMER SYSTEMS. 

  1. Data Protection and Security.
    1. Data Protection Law Generally. Unqork acknowledges that Customer Confidential Information may include Personal Information pertaining to residents of many different states and countries that have adopted Laws aimed at protecting individuals whose Personal Information is collected and/or maintained by entities such as Customer. 
    2. Protection of Customer Data. Unqork represents and warrants that it has implemented an information security program that includes reasonable and appropriate technical, administrative, and physical security measures designed to detect, prevent, and mitigate the risk of identity theft and protect against the destruction, loss, and unauthorized access, disclosure, use, or alteration of Customer Data, which program shall be no less rigorous than those measures required to be maintained by applicable Laws, and which is designed to meet the following objectives: (i) ensure the security, integrity, and confidentiality of such Customer Data; (ii) protect against any anticipated threats or hazards to the security or integrity of such Customer Data; and (iii) protect against unauthorized access to or use of such Customer Data.
    3. Service Organization Control Reports.  Upon Customer’s request and at no charge, provide Customer with English language copies of any routine Service Organization Control 2 reports, as available (“SOC Reports”), that are both directly related to the Unqork Platform.  SOC Reports are Unqork Confidential Information and Customer will not distribute or allow any third party (other than its independent auditors) to use any such report without the prior written consent of Unqork.  Customer will instruct its independent auditors or other approved third parties to keep such report confidential and Customer will remain liable for any unauthorized disclosure of such report by its independent auditors or other approved third parties. 
    4. Business Continuity; Disaster Recovery. Unqork maintains a commercially reasonable business continuity and disaster recovery plan and, upon Customer’s written request, Unqork will make available a then-current executive summary of such business continuity and disaster recovery plan. 
    5. Data Breach Procedures. 
      1. In the event of any unauthorized access to, or use of or disclosure of, Customer Data and/or Personal Information, Unqork shall conduct an investigation and, if such unauthorized access to, or use of or disclosure of, Customer Data and/or Personal Information is confirmed, Unqork shall: (i) within 48 hours of a declared event, report to the Customer Security Contact by email or phone, such unauthorized access to, or use or disclosure of, Customer Data and/or Personal Information; (ii) mitigate, to the extent practicable, any harmful effect of such access to, or use or disclosure of, Customer Data and/or Personal Information that is known to Unqork; and (iii) cooperate with Customer in providing any notices to affected individuals, as applicable, and taking such other actions that are necessary under applicable Law. 
      2. To the extent such unauthorized access to, or use or disclosure of, Personal Information is attributable to a breach by Unqork of its obligations under the Agreement, Unqork shall bear: (i) the costs incurred by Unqork to comply with its legal obligations relating to such breach, and (ii) in addition to any other damages for which Unqork may be liable, the costs incurred by Customer and/or its Affiliates in complying with its or their legal obligations relating to such breach including, to the extent applicable, the cost of providing notices, credit monitoring services, and identity theft insurance to affected individuals.
    6. EU AI Act Role Allocation. The Parties acknowledge and agree that for the purposes of the EU Artificial Intelligence Act (“AI Act“), Unqork acts as an AI Provider of the platform’s underlying AI capabilities, and Customer acts as the AI Deployer. Unqork shall be responsible for complying with applicable Provider obligations under Article 50 of the AI Act (Transparency and Provenance). Customer remains solely responsible for its compliance obligations as an AI Deployer, including ensuring that specific Use Cases and configurations, and downstream deployments do not breach applicable Law or trigger unapproved High-Risk classifications under Annex I or Annex III of the AI Act.
  2. Fees; Payment Terms
    1. Fees. Customer shall pay Unqork the fees set forth in the applicable Order(s) (“Fees”) in accordance with this Section 8.  Fees are non-refundable.
    2. Disputed Amounts.  If Customer believes that Unqork has incorrectly billed Customer, Customer must contact Unqork in writing within thirty (30) days of the invoice date, specifying the particular respects in which such invoice is inaccurate or inappropriate. Customer and Unqork will use their good faith efforts to reconcile the dispute within thirty (30) days of the invoice date and shall exchange any documentation that may assist in such resolution. Absent such timely notification, the invoice will be accepted as correct.  
    3. Taxes.  Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges that by applicable laws must be added to Unqork’s fees, which shall be separately itemized on Unqork’s invoices and payable by Customer hereunder.
    4.  Invoices and Payment. Unqork shall submit all invoices hereunder to Customer as set forth in the applicable Order. Customer shall remit all amounts due and payable to Unqork within thirty (30) days of receipt of the applicable Unqork invoice. Customer shall make all payments hereunder in US Dollars via ACH or wire transfer.  
    5. Late Payment. If Customer fails to make any payment when due, unless it be the subject of a dispute under Section 8.2, then, in addition to all other remedies that may be available:
      1. Unqork may charge interest on the past due amount at the rate of one and one-half percent (1.5%) per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; 
      2. If any amount owing by Customer under this Agreement for services performed in connection with this Agreement is thirty (30) or more days overdue, then Unqork may suspend Customer’s access to and use of the Unqork Materials or otherwise discontinue performance under this Agreement until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension. Unqork will give Customer at least ten (10) business days’ prior written notice of such suspension; and
      3. Customer shall reimburse Unqork for all costs incurred in collecting any late payments and/or interest hereunder, including all attorney fees, court costs and collection agency fees.
    6. No Deductions or Setoffs. All amounts payable to Unqork under this Agreement shall be paid by Customer to Unqork in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason.
  3. Confidentiality.
    1. Confidential Information. In connection with this Agreement each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). Subject to Section 9.2, “Confidential Information” means non-public information in any form or medium (whether oral, written, electronic or other) that could reasonably be considered to be confidential or proprietary, including, but not limited to, confidential knowledge, inventions, works, ideas, processes, formulas, source and object codes, data, programs, works of authorship, know-how, improvements, discoveries, developments, designs and techniques, information consisting of or relating to the Disclosing Party’s technology, Trade Secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”, and including information disclosed before the execution of this Agreement. Without limiting the foregoing, all Unqork Materials are the Confidential Information of Unqork and the financial terms and existence of this Agreement are the Confidential Information of the Parties. Customer shall not disclose Unqork Materials to any third party without Unqork’s prior written approval.
    2.  Each Receiving Party shall disclose Confidential Information only to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 9; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9.  Each Party agrees to ensure its Representatives’ compliance, and be responsible for any of its Representatives’ non-compliance, with the terms of this Section 9. The Parties agree to hold each other’s Confidential Information in confidence during the term of this Agreement and thereafter. On the earlier termination of this Agreement or Disclosing Party’s written request, Receiving Party shall cease use of Disclosing Party’s Confidential Information and return or destroy all Confidential Information disclosed by Disclosing Party. The Parties agree, unless required by law, not to make each other’s Confidential Information available in any form to any third party for any purpose without the express written consent of the Disclosing Party, unless requesting such consent and thereby notifying the Disclosing Party of the third-party inquiry is expressly prohibited by law or legal authority. Each Party shall protect the Disclosing Party’s Confidential Information, using the same degree of care as it uses to protect its own confidential information, but no less than a reasonable degree of care. Each Party shall use a similar degree of care to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. The Parties’ obligations under this clause are perpetual and shall survive termination and neither Party shall be relieved of its obligations hereunder, unless the other Party releases such obligations in writing.
    3. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: 
      1. was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; 
      2. was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; 
      3. is received by the Receiving Party on a non-confidential basis from a third party that:
        1. to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality or 
        2. has affirmatively represented to the other Party that it is without restriction on disclosure; or
      4. was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
    4. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) if legally permitted to do so, promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9 and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 9 the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
    5. Duty to Notify and Mitigate. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information, whether known or suspected, and shall use all reasonable efforts to mitigate any harm that may be caused by such unauthorized use or disclosure and reasonably cooperate with the Disclosing Party in any efforts by the Disclosing Party to mitigate any harm that may be caused by such unauthorized use or disclosure.
  4. Term and Termination.
    1. Term. The term of this Agreement commences as of the date of execution of the first Order hereto and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect until all outstanding Orders are completed (the “Term”). 
    2. Termination for Cause. Either Party may terminate this Agreement in its entirety (inclusive of all Orders) only if the other Party breaches any material provision of this Agreement and fails to cure such material breach within thirty (30) days following its receipt of written notice requiring it to do so. 
    3. Termination for Insolvency. Either Party may terminate this Agreement effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    4. Effect of Expiration or Termination. 
      1. Upon any expiration or termination of this Agreement, as applicable, except as expressly otherwise provided in this Agreement, Customer agrees to (i) cease using the Unqork Materials and both Parties agree to cease using the Confidential Information of the other Party and (ii) subject to Section 10.5 hereof, return or destroy, at the Disclosing Party’s discretion, all copies of such Party’s Confidential Information.
      2. In the event this Agreement is terminated by Unqork pursuant to Section 10.2 as a result of Customer’s material breach, all fees due and payable by Customer under any Order  then in effect shall become immediately due and payable to Unqork. 
    5. Customer Data Availability. Upon termination of this Agreement, for up to thirty (30) days following termination of this Agreement, upon Customer’s written request, Unqork shall make available to Customer, in downloadable form, the then most recent version of Customer Data maintained by Unqork; provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination. Unqork shall permanently delete and purge all Customer Confidential Information (including Customer Data) following such thirty (30) day period.
  5. Representations and Warranties.
    1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: 
      1. it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
      2. it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement;
      3. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and
      4. 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.  Additional Unqork Representations, Warranties and Covenants. Subject to this Agreement, Unqork represents, warrants and covenants to Customer during the Term of this Agreement that: 
      1. the Unqork Platform will operate in accordance with the Documentation provided hereunder;
  1. Customer’s permitted use of the Unqork Platform and the Documentation provided hereunder do not infringe upon, violate, or misappropriate any Intellectual Property Rights of any third party; and
  2. Unqork and Unqork Personnel have not and shall not introduce into the Use Case, Unqork Platform or Customer Systems (or those of its Affiliates), any malware including, without limitation, any automatic shut-down, lockout virus, spyware, worm, trap door, Trojan horse, back door, time bomb or other similar mechanism (i.e., timer, clock, counter or other limiting routine, instruction, or design) that would erase data or programming or otherwise cause any such system to become inoperable or incapable of being used in accordance with its documentation or intended purpose, or aid in a data leak (individually or collectively, “Malicious Code”).  If Unqork or Unqork Personnel are the source of any Malicious Code, if and to the extent requested by Customer and at no cost to Customer, Unqork shall  undertake commercially reasonable efforts, using available backups, to restore any and all data and programming lost by Customer or any of its Affiliates as a result of Malicious Code.
  1. Additional Customer Representations, Warranties and Covenants. Customer represents, warrants and covenants to Unqork that: 
    1. Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Inputs and Customer Data so that, as received by Unqork and Processed in accordance with this Agreement (including through any integrated third-party services), such Inputs and Customer Data do not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law. 
    2. Customer will not violate, and at all times during this Agreement, will operate in accordance with, (i) this Agreement; (ii) the Documentation; and (iii) any applicable Laws. 
    3. Customer will only use the Unqork Materials and design Use Cases with a clear and dedicated lawful legitimate business purpose. 
    4. The Customer Data that Customer collects (and Customer Data that is collected on Customer’s behalf) is legal to collect based on regulatory or legal requirements in the Customer country of origin and the subject party of such Customer Data (“Data Subject”) origin or location.
    5. With respect to the Customer Data, each Data Subject has given consent to the Customer for the Processing of his or her personal data for one or more specific purposes.
    6. Neither Customer nor its parent, subsidiary, or otherwise affiliated companies are in the business of, or in the development stages of, manufacturing or marketing programs or products that compete with the Unqork Materials. 
  2. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 11.1 AND 11.2, THE UNQORK MATERIALS ARE PROVIDED “AS IS” AND UNQORK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND UNQORK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, UNQORK MAKES NO WARRANTY OF ANY KIND THAT THE UNQORK MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. 

CUSTOMER ACKNOWLEDGES AND AGREES THAT, DUE TO THE NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE: (I) THE AI SERVICES AND/OR OUTPUT MAY NOT BE ACCURATE, COMPLETE, UNIQUE, FAIR OR CORRECT; (II) UNQORK DOES NOT REVIEW, VALID OR APPROVE RESULTS OR ACTIONS OF THE AI SERVICES, INCLUDING INPUT OR OUTPUT; (III) OTHER CUSTOMERS OF UNQORK MAY RECEIVE SIMILAR RESULTS FROM THE AI SERVICES; (IV) THE AI SERVICES, INCLUDING RESULTS, ACTIONS AND OUTPUT, MAY INCORPORATE OR REFLECT THIRD-PARTY CONTENT OR MATERIALS; (V) CUSTOMER MUST INDEPENDENTLY VALIDATE, AND USE DISCRETION BEFORE RELYING ON THE AI SERVICES, INCLUDING RESULTS AND/OR ACTIONS THEREOF, INCLUDING INPUT AND/OR OUTPUT; (VI) CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF THE UNQORK MATERIALS, INPUTAND/OR OUTPUT, INCLUDING THE USE OF THE ACTIONS AND/OR RESULTS OF THE AI SERVICES, INPUT AND/OR OR OUTPUT BY ANY THIRD PARTIES.

ALL UNQORK THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN UNQORK AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH UNQORK THIRD PARTY MATERIALS. UNQORK DOES NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER THIRD PARTY MATERIALS; AS BETWEEN CUSTOMER AND UNQORK, CUSTOMER IS RESPONSIBLE FOR ALL CUSTOMER THIRD PARTY MATERIALS AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY SUCH CUSTOMER THIRD PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH CUSTOMER THIRD PARTY MATERIALS. THE WARRANTIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. UNQORK DOES NOT WARRANT THAT THE UNQORK MATERIALS WILL RUN IN ANY CONFIGURATION NOT SPECIFIED IN THE DOCUMENTATION.

  1. Indemnification and Insurance. 
    1. Unqork Indemnification. 
      1. Unqork shall indemnify, defend and hold harmless Customer and its Affiliates, and their respective officers, directors, employees, agents, permitted successors and permitted assigns (each, a “Customer Indemnitee”) from and against any and all Losses incurred by such Customer Indemnitee arising out of or relating to any claim, suit, action or proceeding (each, an “Action”) by a third party (other than an Affiliate of a Customer Indemnitee) to the extent that such Losses arise out of or relate to the infringement or misappropriation of any Intellectual Property Rights of any third party. 
      2. Notwithstanding the foregoing, Unqork shall not have any obligations to any Customer Indemnitee under this Section 12.1 for any Action or Losses of a third party arising out of or relating to a third party Action for infringement to the extent it arises out of or relates to: (1) Customer’s modification or alterations of the Unqork Materials other than: (A) by or on behalf of Unqork; (B) with Unqork’s written approval in accordance with the Documentation; or Unqork’s written specification; or (C) as permitted under the Agreement and any applicable Order; (2) Customer’s failure to timely implement any modifications, upgrades, replacements or enhancements made available to Customer by or on behalf of Unqork; (3) a third-party claim of infringement based on use of a superseded or altered release of the Unqork Materials if the infringement would have been avoided by Customer’s use of a current unaltered release of the Unqork Materials provided  Unqork supplied such current unaltered release of the Unqork Materials to Customer.
  1.  Customer Indemnification. Customer shall indemnify, defend and hold harmless Unqork and its Affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, an “Unqork Indemnitee”) from and against any and all Losses incurred by such Unqork Indemnitee in connection with any Action by a third party (other than an Affiliate of an Unqork Indemnitee) that arise(s) out of or relates to any (a) negligent or more culpable acts or omissions of Customer or the Customer Personnel; (b) claim that the Customer Confidential Information, Customer Data, Customer Third Party Materials, Configuration File, Input and/or Output infringes such third party’s Intellectual Property Rights; (c) any breach of Customer’s representations or warranties under this Agreement; (d) any breach of Customer’s obligations under Section 9 (Confidentiality); (e) Customer’s use of the Unqork Materials in violation of the Agreement.
  2. Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The Party seeking indemnification (the “Indemnitee”) shall reasonably cooperate with the other Party (the “Indemnitor“) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and all related settlement negotiations and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. Without Indemnitee’s prior written consent, any settlement of an Action brought by a third party shall not adversely affect the Indemnitee’s rights hereunder or impose any obligations on the Indemnitee(s). The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
  3. Mitigation. If any of the Unqork Materials are, or in Unqork’s sole discretion are likely to be, claimed to infringe, misappropriate or otherwise violate any third-party Intellectual Property Right, or if Customer’s use of the Unqork Materials is enjoined or threatened to be enjoined by a court of competent jurisdiction, Unqork may, at its option and its sole cost and expense, (a) obtain the right for Customer to continue to use the Unqork Materials materially as contemplated by this Agreement; (b) modify or replace the Unqork Materials, in whole or in part, to seek to make the Unqork Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute the Unqork Materials, as applicable, under this Agreement; or (c) by providing thirty (30) day’s prior written notice to Customer, terminate this Agreement with respect to all or part of the Unqork Materials, and require Customer to immediately cease any use of the Unqork Materials or any specified part or feature thereof, and Customer will be entitled to a refund of pre-paid amounts paid to Unqork as of the date of termination attributable to post-termination periods.
  1. Remedies and Limitations of Liability.
    1. EXCLUSION OF DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, GOODWILL, REVENUE OR PROFIT OR DIMINUTION IN VALUE OF ANY CUSTOMER INDEMNITEE OR UNQORK INDEMNITEE, AS APPLICABLE; (b) LOSS OF AVAILABILITY, IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE UNQORK MATERIALS; OR (c) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE LOSS OR DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF EACH PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY AND OTHERWISE, EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CUSTOMER TO UNQORK HEREUNDER IN THE TWELVE-MONTH PERIOD PRIOR TO SUCH EVENT. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 
  2. Force Majeure.  
    1. No Breach or Default. 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, when and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control (a “Force Majeure Event“), including acts of God, any acts of the common enemy, the elements, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, epidemics, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power, telecommunications, utilities, or transportation. Either Party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more.  
    2. Affected Party Obligations. 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, if known, and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
  1. Miscellaneous.
    1. Further Assurances. Upon a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.
    2. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
    3. Public Announcements and Use of Trademarks. Either Party may use the other Party’s trademarks, names, logos, in accordance with such Party’s guidelines, in any marketing materials, advertisements, sales presentations, communications, or on the Party’s website solely to refer, with respect to Unqork’s marketing materials or website, Customer as a client of Unqork and, with respect to Customer’s marketing materials or website, Unqork’s provision of services as described in this Agreement. Upon execution of this Agreement, the Parties may participate in the development of a case study and issue a press release or other public announcement, with respect to the relationship of the Parties; provided that the Parties shall mutually agree to the content of such announcement prior to its public release. Nothing in this Agreement shall be construed to grant either Party any right, title or interest in the name or logo of the other Party beyond that granted herein.
    4. Notices. All notices, requests, consents, claims, demands, waivers and other communications required or permitted under this Agreement shall be in writing and addressed to (a) Unqork, as follows: 85 Fifth Avenue, 6th Floor, New York, NY 10003, e-mail: legal-contracts@unqork.com, attention: Lori S. Hoberman, General Counsel; and (b) Customer, as set forth in the applicable Order and to Unqork as follows (or to such other address or such other person that such Party may designate from time to time in accordance with this Section 15.4). Notices will be deemed effectively given: (a) upon delivery, if delivered by hand; (b) one (1) business day after deposit with a nationally recognized overnight courier; or (c) when sent, if by e-mail, with confirmation of transmission, if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours. 
    5. Interpretation. For purposes of this Agreement: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (f) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, this Agreement; (g) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (h) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
    6. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
    7. Entire Agreement. This Agreement, together with all schedules, exhibits, appendices and attachments hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, schedules, attachments and appendices (other than an exception expressly set forth as such therein) this Agreement, excluding its exhibits, schedules, attachments and appendices will control. Nothing in this Agreement is intended to create, and nothing herein shall be construed to create, any form of agency, partnership or joint venture between Unqork and Customer, or to grant either Party any right, title or interest not specifically set forth herein. Neither Party will have, nor will it represent itself to have, any authority to bind the other Party or act on its behalf. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty outside those expressly set forth in this Agreement.
    8. Assignment. Neither Party may assign, delegate or otherwise transfer this Agreement or any of its rights, remedies or obligations under this Agreement (including by forward or reverse merger, consolidation, dissolution or operation of Law, and whether voluntarily or by a Governmental Authority’s action or order) without the other Party’s prior written consent (which that other Party may not unreasonably withhold or delay); except that, without the other Party’s consent, either Party may assign this Agreement, or any of such Party’s rights or obligations under this Agreement, to (i) any Affiliate of such Party, or (ii) any Person in connection with any merger, acquisition, reorganization or change of control involving such Party or its Affiliates or the sale of all or substantially all of the business or assets of such Party or any its Affiliates.  Any assignment of this Agreement in contravention of this Section 15.8 is void and of no effect.  This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns.
    9. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
    10. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege, nor will any waiver constitute a continuing waiver unless the writing so specifies.
    11. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    12. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. 

Contact Information

The Services are operated by Unqork. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to us at: