TERMS AND CONDITIONS OF USE
Effective date: February 1, 2018
IMPORTANT – PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (“Terms” or “Agreement”) BEFORE USING THE www.exults.unim.com or www.unim.com WEBSITE, AND ANY MATERIALS, SOFTWARE FUNCTIONALITY, AND INFORMATION AVAILABLE THROUGH EITHER SITE (COLLECTIVELY THE “SITE”). Unimanager LLC (“UNIMANAGER”) IS WILLING TO LICENSE THE USE OF THE SITE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS. BY ACCESSING OR USING ANY PART OF THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THE SITE.
LICENSE GRANT. This Site is owned and operated by Unimanager, and this Agreement provides to you (“you” or “user”) a personal, revocable, limited, non-exclusive, royalty-free, nontransferable, and nonsublicenseable license to use this Site conditioned on your compliance with the terms and conditions of this Agreement. You may print and download materials and information from this Site solely for the uses set forth in this Agreement, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information and that you do not distribute or further disclose such materials and information. If you wish to distribute or display the materials and information found on this Site or to use such materials and information for commercial purposes, you must contact Unimanager using the contact information set forth below and obtain Unimanager’s prior written consent. This Agreement is only a license and not an assignment or sale. Accordingly, you expressly acknowledge and agree that Unimanager transfers no ownership or intellectual property interest or title in and to this Site to you or anyone else.
LICENSE GRANT RESTRICTIONS. You may not modify, translate, decompile, create derivative works, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein this Site. Moreover, you may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or method, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of this Site or in any way reproduce or circumvent the navigational structure or presentation of this Site to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through this Site; (ii) attempt to gain unauthorized access to any portion or feature of this Site or any system or network connected to this Site or to any Unimanager server or to any of the services offered on or through this Site, by hacking, password “mining,” or any other illegitimate means; (iii) probe, scan, or test the vulnerability of this Site or any network connected to this Site; (iv) breach the security or authentication measures on or for this Site or any network connected to this Site; (v) reverse look-up, trace, or seek to trace any information on any other user of or visitor to this Site; (vi) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of this Site or Unimanager’s systems or networks or any system or network connected to this Site; (vii) use any device, software, or routine to interfere with the proper working of this Site or any transaction conducted on this Site, or with any other person’s use of this Site, (viii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Unimanager on or through this Site, (ix) use this Site to harvest or collect email addresses or other personally identifiable information, or (x) use this Site in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Unimanager.
USER OBLIGATIONS. By installing, accessing, or using this Site in order to view Unimanager’s information and materials or enter into a transaction through this Site, you represent that you are at least eighteen (18) years of age (or the legal age of majority, whichever is greater) and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on or through this Site, including, without limitation, when you provide information via a Site registration or submission form. If you provide any false, inaccurate, untrue, or incomplete information, Unimanager reserves the right to terminate immediately your access and use of this Site. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of this Site. You acknowledge and agree that use of this Site is solely at your own risk.
MEMBERSHIP. The services available on the Site (“Services”) are available under subscription plans of various durations. Your membership will be automatically renewed at the end of each subscription period unless you change your subscription plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the fee will be charged to the payment card you provided at the time you created an account or the last payment card provided by you. If you do not wish to renew the subscription, you must inform us at least 30 days prior to the renewal date. If you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized Unimanager to charge the subscription fee to the payment card last used by you. From time to time, we may change the price of any Service. Any increase in charges will not apply until the expiration of your current billing cycle.
REFUND POLICY. If you are dissatisfied with your purchase on the Site, you may call 954-763-1130 or email Zach.Hoffman@unim.com and request a refund. Unimanager will determine on a case-by-case basis whether a refund is warranted. Refunds will granted in Unimanager’s sole discretion.
YOUR ACCOUNT. You agree to provide accurate and complete information when you register with and as you use the Site, and you agree to update your account information to keep it accurate and complete. You agree that Unimanager may store and use the information you provide for use in maintaining and billing fees to your account. When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the services based on your requirements and manage end users in your organization account. You are responsible for ensuring confidentiality of your organization account password and ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that Unimanager is not responsible for account administration or internal management of the Services for you.
PROPRIETARY RIGHTS. All text, graphics, user interfaces, visual interfaces, photographs, audio, video, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through this Site, unless otherwise indicated, are owned, controlled, and licensed by Unimanager or its licensors and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Unimanager does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of this Site may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. This Site is Copyright © 2018 Unimanager LLC and its licensors. All rights reserved. Any downloadable or printable information or materials available through this Site, unless otherwise indicated, are owned by Unimanager and or its licensors. Unimanager, the Unim.com logo, and all other names, logos, and icons identifying Unimanager and its programs, products, and services are proprietary trademarks of Unimanager, and any use of such marks without the express written permission of Unimanager is strictly prohibited. Other product or company names mentioned herein may be the trademarks or service marks of their respective owners. You retain ownership of information you provide to the Site through the Service, and you are responsible for compliance with all applicable laws, rules and regulations surrounding the collection, storage, use, security, and sharing of such data.
POSTINGS. This Site may contain or provide access to a message forum and other interactive features and functionality, where you can share and exchange information or content (“Postings”). To the extent that this Site allows for such communication functionality, you agree that by using this Site you will not upload, post, display, or transmit any of the following:
PERMISSION TO USE POSTINGS. By submitting any Posting, you automatically and hereby grant a royalty-free, transferable, worldwide, sublicensable and non-exclusive right and license for Unimanager to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part), or act on any such Posting, without additional approval or consideration, in furtherance of and in connection with the operation of this Site, and you hereby waive any claim to the contrary. Unimanager reserves the right to establish additional practices, parameters, and limits in its sole discretion concerning the storage, display, or availability of any Posting. Further, Unimanager shall not have any obligation to incorporate or utilize any Posting that does not correspond to or meet Unimanager’s technical or usage practices, parameters, and limits. Unimanager is not responsible for screening, policing, editing, or monitoring your or another user’s Postings and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any Postings. Moreover, Unimanager does not endorse, oppose, or edit any opinion or information provided by you or another user and does not make any representation with respect to, nor does it endorse the accuracy, acceptability, completeness, timeliness, or reliability of any Posting displayed, uploaded, or distributed by you or any other user. Nevertheless, Unimanager reserves the right, but is not obligated, to monitor, delete, access, read, preserve, disclose or take other action with respect to Postings (or parts thereof) that Unimanager reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, (v) protect the rights, property or safety of Unimanager, its users, or the public, or (vi) that Unimanager believes in good faith violate this Agreement or are potentially, unlawful or harmful to Unimanager, its services, or goodwill. If you violate this Agreement, Unimanager may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety, issue you a warning, and terminate your use of this Site.
LINKS TO OTHER SITES. Unimanager may provide links, in its sole discretion, to other websites on the internet for your convenience in locating related information, products, and services. Such other websites are maintained by third parties over which Unimanager exercises no control. Accordingly, Unimanager expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and quality of the information, products or services provided by, available through, or advertised on these third party web sites. Moreover, these links do not imply an endorsement with respect to any third party or any third party website or the information, products, or services provided by any third party.
DISCLAIMER. THIS SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. MOREOVER, UNIMANAGER MAY MAKE MODIFICATIONS OR CHANGES WITH RESPECT TO THIS SITE AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE OF OR RELYING ON THIS SITE. UNIMANAGER MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILTY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, PRODUCTS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THIS SITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
LIMITATION OF LIABILITY. YOU EXPRESSLY ABSOLVE AND RELEASE UNIMANAGER FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND UNIMANAGER’S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES, OR NATURAL DISASTERS, STRIKES, OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. MOREOVER, IN NO EVENT SHALL UNIMANAGER BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, SOFTWARE, AND MATERIALS AVAILABLE THROUGH THIS SITE, OR OTHERWISE ARISING OUT OF USE OF THIS SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF UNIMANAGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABLITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF UNIMANAGER FOR ANY REASON WHATSOEVER RELATED TO THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID UNDER THIS AGREEMENT.
INDEMNIFICATION. You agree to defend, indemnify and hold the Site, and its subsidiaries, affiliates, and their directors, officers, agents, members, shareholders, co-branders or other partners, and employees harmless from any liabilities, losses, actions, damages, claims or demands (“Claims”), including reasonable attorneys’ fees, costs and expenses, made by any third party directly or indirectly relating to or arising out of (a) content you provide to the Site or otherwise transmit or obtain through the Service, (b) your use of the Service, (c) your connection to the Service, (d) your violation of this Agreement, (e) your violation of any rights of another, (f) purchases you make on the Site, or (g) your failure to perform your obligations hereunder. If you are obligated to provide indemnification pursuant to this provision, we may, in our sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise, or in any other manner dispose of any Claim without our consent.
GOVERNING LAW. This Agreement has been made in and will be construed and enforced in accordance with the laws of the State of Florida as applied to agreements entered into and completely performed in the State of Florida.
ARBITRATION. Any controversy or claim arising out of or relating to the Terms and the services Unimanager provides shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Broward County, Florida, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, you acknowledge and agree that any breach, threatened or actual, of these Terms, including, without limitation, with respect to unauthorized use of Unimanager’s proprietary assets, will cause irreparable injury to Unimanager, such injury would not be quantifiable in monetary damages, and Unimanager would not have an adequate remedy at law. You therefore agree that Unimanager shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement. Accordingly, you hereby waive any requirement that Unimanager post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Unimanager to enforce any provision of this Agreement.
ELECTRONIC SIGNATURES AND AGREEMENTS. You acknowledge and agree that by clicking on any button on the Site labeled “I Agree,” “Create Account,” “Submit” or such similar links as may be designated by the Unimanager to accept these Terms, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE OR SERVICES OFFERED BY UNIMANAGER. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
TERM AND TERMINATION. This Agreement will take effect at the time you click “Create an Account,” respond to a request for or send a request for information or materials, or begin installing, accessing, or using this Site, whichever is earliest. Unimanager reserves the right at any time and for any reason to deny you access to this Site or to any portion thereof. This Agreement will terminate automatically if you fail to comply with this Agreement, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. In the event of excessive unavailability (availability below ninety percent (90%) in any given billing period) you may upon fifteen (15) days’ written notice elect to terminate this Agreement. You may also terminate this Agreement at any time by ceasing to use this Site, but all applicable provisions of this Agreement will survive termination, as identified below, and each re-access or use of this Site will reapply the Terms then in effect to you. Upon termination, you must destroy all copies of any aspect of this Site in your possession or control. The provisions concerning proprietary rights, feedback, disclaimer of warranty, limitation of liability, governing law, enforcing security on this Site, injunctive relief, term and termination, waiver and severability, and entire agreement will survive the termination of this Agreement for any reason.
FORCE MAJEURE. No delay or failure of Unimanager to perform any of its obligations under this Agreement shall be considered a breach of this Agreement to the extent it results from any cause beyond its control including, without limitation, any act of God, earthquake, hurricane, flood, fire, natural catastrophe, severe weather, public emergency, accident, labor difficulty, strike, lock-out or other dispute, riot, civil commotion, insurrection, equipment or system failure or changes in any federal, state, or local laws, statutes, rules, regulations or ordinances or other action of any governmental authority having jurisdiction.
MISCELLANOUS. These Terms constitute the whole agreement between you and Unimanager relating to its subject matter and supersedes all prior discussions and agreements between you and Unimanager relating to the subject matter of these Terms. The failure of Unimanager to exercise or enforce any right or provision of this Agreement does not constitute a waiver of any such right or provisions. If a provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions. Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, such term shall be severed and the remaining terms shall be unaffected.
CONTACT INFORMATION. If you have questions regarding this Site or if you are interested in obtaining more information concerning Unimanager or permission to use any Unimanager content, please contact Unimanager LLC at 954-763-1130 (address 4901 NW 17 Way, Suite 503, Fort Lauderdale, FL 33309 (phone) 954-763-1130, or Zach.Hoffman@unim.com (e-mail).