1.1 These General Terms and Conditions (hereinafter “GTC”), as amended from time to time, govern the use and provisionof the services that Unplex or its Affiliates provide to the Subscriber andconstitute an integral part of the agreement between the parties.
1.2 Capitalized terms used inthese T&C but not defined herein shall have the meanings set forth in theAgreement and in the Order Form.
1.3 The following terms have themeanings assigned to them:
“AffiliatedCompanies” means the ultimate parent company of aparty, as well as any legal entity that is directly or indirectly controlledby, under the control of, or jointly controlled with that parent companythrough one or more intermediate companies. “Control” as used in thisdefinition means the direct or indirect ability to exercise a decisiveinfluence over the management and business policies of a legal entity, whetherthrough a majority of voting rights, by contract, or by any other means.
“ConfidentialInformation” has the meaning set forth in Section7.1.1.
“DisclosingParty” has the meaning set forth in Section7.1.1.
“ReceivingParty” has the meaning set forth in Section7.1.1.
“EffectiveDate” means the date on which the order formis signed by duly authorized representatives of both parties.
“ImplementationWork” means the services provided by Unplexor on its behalf in accordance with a Statement of Work, regardless of whetherthis is expressly stated in the Statement of Work.
“InitialTerm” has the meaning set forth in Section5.1.
“Input” means data, software, documents, third-party services, and other content(including prompts) that are uploaded, accessed, stored, or transmitted to theServices by the Subscriber or on the Subscriber’s behalf in any manner.
“IntellectualProperty Rights” means all intellectual or industrialproperty rights, in particular patents, trademarks, trade names, service marks,domain names, designs, utility models, copyrights, neighboring rights, databaserights, confidential know-how, trade secrets, and similar rights, regardless ofwhether they are registered, including applications and the right to fileapplications for such rights, for which protection may be sought worldwide.
“Output” means the output generated and returned by the Service based on theInput.
“RenewalTerm” has the meaning set forth in Section5.1.
“Services” refers to the Unplex platform, a web-based AI assistant for legal usecases that is accessible as a cloud service via a web interface in a browserand/or as a desktop application (and, if expressly agreed upon in the orderform, additionally via APIs provided by Unplex), as well as all associateddocumentation, modules, and support services provided by Unplex and itsAffiliates.
“Scope ofServices” refers to one or more documents—asagreed upon by the parties—attached to the Order Form, which describe the setupand integration services to be performed by Unplex for the Subscriber’sonboarding.
“Term” means the initial term and all renewal terms combined.
2.1 Scope of Services
2.1.1 Subject to the terms of thisAgreement, the Subscriber hereby subscribes to the Services specified in theOrder Form; Unplex shall provide these Services.
2.1.2 The Services are generallyavailable 24 hours a day, 7 days a week, except for interruptions due tosupport and maintenance work. Unplex will use commercially reasonable effortsto perform maintenance work in a manner that minimizes disruption to the Servicesand will notify the Subscriber of planned interruptions in advance to theextent possible and reasonable under the circumstances.
2.1.3 The Subscriber is responsible forprocuring and maintaining, at their own expense, the hardware, software, andInternet connection necessary to access and use the Services.
2.2 Account Management and Access Credentials
2.2.1 Persons designated by theSubscriber shall be granted administrator rights to manage the Subscriber’saccount and end-user accounts. Administrators may, specifically, (i) set up,remove, and suspend end users’ access to the Services, (ii) access, share, anddelete stored entries, and (iii) view usage logs and information regarding endusers’ use of the Services.
2.2.2 If an administrator or end useris no longer authorized to use the Services, the Subscriber shall immediatelyrevoke their access. The Subscriber is responsible for any use of the Servicesby its administrators and end users.
2.2.3 The Subscriber is responsible forthe secure safekeeping of all login credentials, as well as for all actions andomissions under their account. In the event of suspected or confirmedunauthorized access to the Services or login credentials, the Subscriber shallnotify Unplex immediately.
2.2.4 The Subscriber grants a licenseto each end user. This license may be transferred within the Subscriber’sorganization, unless otherwise provided in the Agreement.
2.3 Restrictions on Use
2.3.1 The Subscriber agrees to refrainfrom the following actions:
(i) using the Services in amanner that infringes, disregards, or impairs the rights of third parties;
(ii) using the Services in anexcessive manner (see Section 2.3.2) or exceeding the maximum number ofauthorized end users specified in the order form;
(iii) to sublicense, rent, lease,distribute, assign, or otherwise transfer their right to access or use theServices, or to permit third parties (except for Affiliated Companies) to usethe Services;
(iv) to access the source code,algorithms, or data structures of the Services through reverse engineering,decompilation, disassembly, decryption, translation, or other means, unlesspermitted by mandatory law;
(v) to modify, adapt, port,translate, localize, or create derivative works of the Services, including thecreation of new or the expansion of existing tables or databases;
(vi) to extract data or outputfrom the Services using automated or programmatic methods, in particularthrough scraping, web harvesting, or web data extraction, unless expresslypermitted by an API provided by Unplex;
(vii) to access or attempt toaccess Unplex’s computer systems, networks, or databases without authorization;
(viii) to access the Services, inwhole or in part, for the purpose of developing a product or service thatcompetes with the Services;
(ix) to introduce or cause to beintroduced viruses, malware, or other harmful programs into Unplex’s networksor information systems;
(x) to file copyright or patentapplications that include the Services or parts thereof;
(xi) to use the Services in amanner that impairs or attempts to impair their proper operation;
(xii) to use the Services tocreate, distribute, or store content that is clearly offensive orinappropriate.
2.3.2 If an end user (i) generates morethan three times the average user traffic on the Unplex platform, measured on aweekly basis, or (ii) a traffic volume that is clearly outside their normalusage parameters, Unplex is entitled to restrict that end user’s access to theServices for the remainder of the current calendar month and to notify thesubscriber accordingly. This measure does not constitute a permanentrestriction on access and serves solely to protect the Services from excessiveuse.
2.3.3 The Subscriber is responsible forensuring compliance with the foregoing usage restrictions by itself, itsAffiliates, and their administrators and end users.
2.3.4 If Unplex becomes aware of a violationof Section 2.3 by the Subscriber, an administrator, or an end user, Unplex willnotify the Subscriber via email (hereinafter “Service Notice”) and request thatthe Subscriber take immediate corrective action, in particular to cease thenon-compliant use or to remove the relevant content. If the violation cannot beremedied or if the Subscriber fails to comply with a Service Notice within thereasonable timeframe specified therein, Unplex is entitled to suspend theSubscriber’s, the relevant administrator’s, or the relevant end user’s accessto the Services until the required remedial action has been taken. If,following an access suspension, the subscriber fails to take the requiredmeasures within ten (10) business days on two or more occasions within anytwelve-month period, Unplex is entitled, without prejudice to its other rightsand remedies, to terminate the Agreement with immediate effect for good causepursuant to Section 5.2.
3.1 Input
3.1.1 The Subscriber bears soleresponsibility for the accuracy, quality, and legality of all Inputs, as wellas for obtaining all necessary licenses, legal bases, consents, and third-partyapprovals required for the use of the Inputs in connection with the Services.In the relationship between the parties, the Subscriber represents and warrantsthat it holds all necessary rights to all Inputs.
3.1.2 Third-party software, services,or other third-party products (collectively, “Third-Party Services”) that theSubscriber uses in connection with the Services, including those used asInputs, are subject to their own terms of use. The Subscriber is solelyresponsible for complying with all applicable terms of such Third-PartyServices.
3.1.3 Although Unplex bears noresponsibility for Input, Unplex is entitled, but not obligated, to deleteInput if there are reasonable grounds to believe that it violates thisAgreement or applicable law, or threatens to give rise to third-party claims.Prior to any deletion pursuant to this Section 3.1.3, Unplex will provide theSubscriber with reasonable advance notice, unless prior notice is impossible inorder to avert third-party claims or significant liability risks for Unplex.
3.2 Issue
3.2.1 Subject to the Subscriber’scompliance with the Agreement, the Subscriber is entitled to use the Output. Inthe relationship between the parties, the Subscriber may use the Output for anypurpose not inconsistent with the Agreement, including commercial use such assale or publication. However, the Subscriber is solely responsible forverifying whether the Output infringes the rights of third parties.
3.2.2 The Subscriber acknowledges that,due to the nature of machine learning, the Output may not be unambiguous forall customers and end users, and that the Services may generate the same orsimilar results for Unplex or third parties . Responses generated at therequest of other Unplex customers are not considered Output for the purposes ofthis Agreement.
3.2.3 Artificial intelligence andmachine learning are rapidly evolving fields. Unplex is continuously working tomake the Services more accurate, reliable, secure, and useful. However, due tothe probabilistic nature of machine learning, outputs may occasionally arisethat do not accurately reflect real people, places, or circumstances. TheSubscriber is obligated to verify the accuracy of the outputs in accordancewith their intended use, if necessary through human review.
3.2.4 Without prejudice to the generalapplicability of Section 3.2.3, the following applies: Outputs generated by theServices do not constitute legal advice. Unplex makes no warranty regarding thelegal accuracy, completeness, or legality of outputs. Unplex is not a law firm,does not practice law, and does not provide legal advice. Unplex thereforeassumes no liability for legal advice or information derived from the output.
3.3 Indemnification
The Subscriber shall indemnify and holdharmless Unplex, its Affiliates, and their respective officers, directors, andemployees from and against all claims, demands, lawsuits, and proceedings bythird parties (each a “Claim”), as well as any related judgments, liabilities,awards of damages, costs, and reasonable attorneys’ fees, and shall defend themagainst such claims to the extent that such claims arise out of or inconnection with submissions or the use of issues, provided that Unplex (i)promptly notifies the Subscriber in writing of the Claim, (ii) grants theSubscriber sole control over the defense and settlement of the Claim, providedthat a settlement is permissible only if Unplex is unconditionally releasedfrom any liability, Unplex’s intellectual property rights remain unaffected,and the Subscriber bears all settlement costs, and (iii) provides theSubscriber, at the Subscriber’s expense, with all reasonable assistance inconnection with the defense and settlement of the claim.
4.1 Fees
4.1.1 The Subscriber shall pay the feesfor the Services as specified in the Order Form or, if the Order Form does notspecify such fees, the fees in accordance with Unplex’s current standardsubscription plans.
4.1.2 The Subscriber’s obligation topay is not contingent upon the future provision of certain functions orfeatures, nor upon any oral or written commitments not expressly included inthe Agreement.
4.1.3 Unplex reserves the right toadjust the fee effective as of the next renewal period, provided that Unplexnotifies the subscriber in writing at least forty-five (45) days in advance.
4.1.4 Termination of the agreement doesnot release the subscriber from the obligation to pay the fees accrued up tothe effective date of termination and, unless expressly provided otherwise inthese Terms and Conditions, does not entitle the subscriber to a refund ofpayments already made; this excludes prepaid amounts for periods following theeffective date of termination. If the Subscriber terminates the Agreementwithout good cause before the end of the current term, the outstanding fees forthe remainder of the term become due immediately.
4.2 Terms of Payment
4.2.1 Unless otherwise specified in theorder form, invoices are payable net within thirty (30) days of the invoicedate.
4.2.2 In the event of late payment,Unplex is entitled, at its sole discretion and without prejudice to its otherrights, to (i) charge late payment interest at a rate of twelve (12) percentper year on the outstanding amount, and (ii) suspend the Subscriber’s access tothe Services until the outstanding amount has been paid in full, provided that Unplexhas notified the Subscriber in writing at least ten (10) business days prior tothe suspension and the amount due has not been received within that period. Inthe event of repeated late payments, Unplex is entitled to make futuresubscription renewals and service orders contingent upon shorter payment terms.
4.2.3 Unless expressly stated otherwisein the order form, the fee is subject to the applicable value-added tax as wellas any other taxes, duties, customs duties, and similar government fees(collectively, “Taxes”). The Subscriber shall bear all taxes associated withthe agreement. To the extent that Unplex is legally obligated to collect orremit taxes for which the Subscriber is liable, Unplex shall invoice theSubscriber for such taxes; the Subscriber shall reimburse the correspondingamount. The Subscriber shall provide Unplex with all information necessary forthis purpose.
5.1 Term
The Agreement shall take effect as ofthe earlier of the following dates: (i) the effective date, or (ii) the date onwhich the Subscriber first uses the Services. It shall remain in effect for theinitial term specified in the Order Form (hereinafter the “Initial Term”). UnlessUnplex terminates the agreement in writing with at least ninety (90) days’notice or the subscriber terminates it in writing with at least thirty (30)days’ notice, in each case prior to the expiration of the Initial Term, theagreement shall automatically renew for an additional subscription period ofthe same duration as the Initial Term (hereinafter the “Renewal Term”). Thesame applies to all subsequent renewal terms. For online subscription planswithout a signed order form, the subscriber may terminate the agreement by thelast day of the current subscription period to prevent automatic renewal. Allterminations must be in writing.
5.2 Extraordinary Termination
Notwithstanding any other terminationrights set forth in the Agreement, either party may terminate the Agreement forcause, (i) by providing thirty (30) days’ written notice if there is a materialbreach of the Agreement and such breach has not been remedied by the end of thenotice period; (ii) if insolvency, bankruptcy, or liquidation proceedings areinitiated against the other party, or if a petition for a creditors’ waiver isfiled, to the extent permitted under applicable law; or (iii) if the other partyceases its business operations.
5.3 Consequences of Termination and Survival
5.3.1 Upon termination of the Agreementfor any reason, (i) the license granted pursuant to Section 8.2 shallterminate, except to the extent necessary to assist the Subscriber with databackup pursuant to Section 5.3.2, and (ii) all outstanding amounts shall becomeimmediately due and payable.
5.3.2 Upon the Subscriber’s reasonablewritten request and at the Subscriber’s expense, unless otherwise provided byapplicable law, Unplex shall assist the Subscriber in retrieving the datastored in the Services in a standard machine-readable format. Furthermore, bothparties shall immediately return or destroy the other party’s ConfidentialInformation upon the other party’s instruction, unless otherwise required byapplicable law. Upon the Subscriber’s written instruction, Unplex shallirrevocably delete all data stored in the Services.
5.3.3 All provisions of this Agreementthat, by their nature, are intended to survive termination or expiration shallremain in effect to the extent necessary to protect the rights and obligationsof the parties. The confidentiality obligations under Section 7.2 shallcontinue for the longer of the following periods: (i) five (5) years from thetermination of this Agreement; (ii) with respect to Confidential Informationthat includes intellectual property rights, for the duration of the respectiveintellectual property right; (iii) with respect to Confidential Informationsubject to professional secrecy or statutory confidentiality obligations, forthe period prescribed by applicable law or professional rules, which, asacknowledged by the parties, may be indefinite or may amount to at least onehundred (100) years.
6.1 Warranty for Services
6.1.1 Unplex warrants during the Termthat (i) the Services will be performed substantially in accordance with theAgreement and provided in a professional manner consistent with generallyaccepted industry standards, (ii) the information security measures set forthin Section 7.3 of will not be materially reduced, and (iii) the overallfunctionality of the Unplex Platform will not be materially impaired. Unplexmakes no warranty regarding the uninterrupted, consistently correct, orerror-free operation of the Services.
6.1.2 Notwithstanding Section 6.1.1,Unplex is entitled at any time to modify the Services to ensure compliance withapplicable law, to resolve security issues, or to prevent an infringement ofthird-party intellectual property rights.
6.1.3 In the event of a breach ofSection 6.1.1, the subscriber shall have the following exclusive remedies,except in cases of gross negligence or willful misconduct on the part ofUnplex: (i) the right to demand rectification of the defect; and (ii) in theevent that rectification is not provided or is impossible and the breach ismaterial, the right to terminate the agreement for cause in accordance withSection 5.2.
6.2 Warranty for Implementation Work
6.2.1 Unplex warrants that theimplementation work specified in the Agreement will be performed professionallyand in accordance with generally accepted industry standards.
6.2.2 In the event of a breach ofSection 6.2.1, the subscriber shall be entitled, except in cases of grossnegligence or willful misconduct on the part of Unplex, to the followingexclusive remedies: (i) a request for rectification by re-performing theimplementation work; (ii) if rectification is impossible or unreasonable forthe Subscriber, a pro-rata refund or reduction of the fee for the implementationwork commensurate with the breach and its effects; and (iii) in the event of amaterial, irremediable breach, the right to terminate the implementation workpursuant to Section 5.2.
6.3 Liability and Limitations of Liability
6.3.1 Neither party shall be liable tothe other under or in connection with the Agreement for lost profits, lostbusiness opportunities, or indirect, special, incidental, or consequentialdamages, even if the possibility of such damages has been pointed out.
6.3.2 The total liability of each partyarising out of or in connection with the Agreement is limited to the total feespaid or owed by the Subscriber during the twelve (12) months preceding theevent giving rise to the damage.
6.3.3 The limitations of liability setforth in Sections 6.3.1 and 6.3.2 shall not apply: (i) to the extent thatmandatory law precludes a limitation of liability; (ii) to the Subscriber’spayment obligations under this Agreement; (iii) to claims under Section 3.3(Indemnification); (iv) to claims arising from a breach of the duty ofconfidentiality under Section 7.2.1; and (v) to claims arising from a party’swillful misconduct, gross negligence, or fraudulent conduct.
6.3.4 Notwithstanding Section 6.3.3(iv), the limitations of liability set forth in Sections 6.3.1 and 6.3.2 shallnevertheless apply if damage is attributable to (i) acts of an externalattacker, even though the affected party has fulfilled its obligations underSection 7.3, or to (ii) acts or omissions of a provider of a generativefoundational AI model used by the Unplex platform.
6.3.5 Claims for damages must benotified to the other party in writing no later than twelve (12) months afterthe event giving rise to the damage, but in any case no later than six (6)months after the expiration or termination of the Agreement; otherwise, suchclaims are forfeited.
6.3.6 Unplex acknowledges that theServices may be used by the Subscriber’s Affiliates, provided that this isspecified in the respective order form. The Subscriber is liable for such useby its Affiliates as if it were its own actions. Unplex’s liability toward theSubscriber remains unaffected by whether and to what extent the Subscriber’sAffiliates use the Services. Unplex assumes no direct obligations or liabilitytoward these Affiliates.
6.3.7 The Services may contain links tothird-party websites or resources, as well as connections to databases, legalresearch platforms, information repositories, and similar resources(collectively, “Third-Party Content”). Unplex does not endorse Third-PartyContent and assumes no responsibility or liability for its accuracy,availability, content, products, or services.
6.3.8 The Subscriber bears soleresponsibility for ensuring that the use of the Services, including anyexpenditures, complies with applicable export control laws and trade sanctionsregulations.
7.1 Confidential Information
7.1.1 “Confidential Information” meansall information that one party (“Disclosing Party”) discloses to the otherparty (“Receiving Party”) orally or in writing, provided that such information(i) is marked as confidential or, by its nature and the circumstances of thedisclosure, is to be treated as confidential, (ii) comprises inputs andoutputs, (iii) relates to the Services, (iv) includes the terms of theAgreement, including pricing, or (v) constitutes business and marketing plans,technological and technical information, product plans and designs, andbusiness processes disclosed in connection with the Agreement.
7.1.2 Information shall not beconsidered Confidential Information if it (i) is generally known at the time ofdisclosure or subsequently becomes generally known without any action on thepart of the Receiving Party; (ii) was demonstrably known to the Receiving Partyprior to disclosure by the Disclosing Party without any obligation ofconfidentiality; (iii) was lawfully disclosed to the Receiving Party by a thirdparty who, in turn, obtained it without being bound by any confidentialityobligation; or (iv) was demonstrably developed independently by the ReceivingParty without reliance on Confidential Information of the Disclosing Party.
7.2 Confidentiality Obligation and PermissibleDisclosure
7.2.1 The Receiving Party shall treatthe Disclosing Party’s Confidential Information as strictly confidential duringthe Term and the applicable post-termination period set forth in Section 5.3.3,and shall use such information exclusively for the purposes of performing theAgreement.
7.2.2 The Subscriber acknowledges thatinputs are transmitted as an integral part of the Services to providers of thegenerative base AI models used by the Unplex platform, and outputs are receivedfrom them, in accordance with their respective terms of use. The ReceivingParty is also entitled to disclose Confidential Information to those employees,directors, legal representatives, agents, subcontractors, and consultants who(i) need to know such information to fulfill, execute, and administer theAgreement and (ii) are subject to a confidentiality obligation that is no lessstringent than the requirements of this Agreement.
7.2.3 Disclosure of ConfidentialInformation pursuant to mandatory law or a binding order from a governmentauthority or court is permitted. If the Receiving Party is required to makesuch a disclosure, it shall notify the Disclosing Party thereof in advance, tothe extent permitted by law. If the Disclosing Party is subject to a statutoryor professional duty of confidentiality with respect to client or customermatters (e.g., a bank, financial institution, or law firm), the Receiving Partyshall notify the competent court or authority, as well as the intendedrecipients, of this fact. At the request of the Disclosing Party, the ReceivingParty shall challenge the disclosure obligation to the extent that this islegally possible and reasonable; the costs incurred in doing so shall be borneby the Disclosing Party.
7.3 Information Security
7.3.1 Each Party shall protect theother Party’s Confidential Information with at least the same level of carethat it applies in safeguarding its own confidential information, but in noevent less than reasonable care. Each Party shall take appropriate technicaland organizational measures to secure access to and use of the ConfidentialInformation.
7.3.2 Unplex is ISO 27001 certified andadheres to its information security policy published at www.unplex.ai/legal. Ifone party identifies any security vulnerabilities or incidents related to theuse of the services, it shall contact the other party immediately and provideappropriate details.
8.1 Ownership
8.1.1 Unplex, its Affiliates, andlicensors are the sole owners of all rights, claims, and interests in and tothe Services, including all intellectual property rights contained therein, aswell as any modifications, updates, and upgrades thereto. Nothing in thisAgreement constitutes a transfer or licensing of these rights, except asexpressly provided below.
8.1.2 Notwithstanding Section 8.1.1,full ownership of the Inputs—including those contained in the Output—as well asof any customizations and configurations of the account settings made by theSubscriber or on the Subscriber’s behalf (e.g., user-created workflows,playbooks, or prompt templates), with the Subscriber, its Affiliates, or theirrespective licensors.
8.1.3 Unplex reserves the right, at itssole discretion, to improve, supplement, and modify the Services at any time,subject to Section 6.1.1, including the removal of features, as well as tocorrect errors or defects, even if such measures may temporarily impair accessto or use of the Services.
8.2 Licenses
8.2.1 Subject to the Subscriber’s andits Affiliates’ compliance with this Agreement, Unplex grants the Subscriber alimited, non-exclusive, non-transferable, non-sublicensable (except toAffiliates), and revocable at any time for the Term, to access and use theServices specified in the Order Form in the jurisdictions supported by Unplexand for the number of individual users specified in the Order Form, for theinternal business operations of the Subscriber and its Affiliates.
8.2.2 Subject to compliance with theAgreement by the Subscriber and its Affiliates, Unplex grants the Subscriber aperpetual, non-exclusive, non-transferable, non-sublicensable (except toAffiliates), and royalty-free license to use the deliverables created anddelivered by Unplex as part of implementation work for the internal businessoperations of the Subscriber and its Affiliates. Except for any intellectualproperty rights of the Subscriber that may be specified in a Statement of Work,Unplex retains all ownership rights to the deliverables.
8.2.3 The Subscriber grants Unplex, forthe term of this Agreement, a limited, non-exclusive, non-transferable,non-sublicensable (except to Affiliates), and revocable at any time license touse, store, reproduce, transmit, and display the Inputs, to the extentnecessary to provide the Services in accordance with this Agreement. All otherrights to the Inputs remain with the Subscriber.
8.3 Feedback and Usage Data
8.3.1 Unplex welcomes feedback,comments, ideas, suggestions, and recommendations for improvement from theSubscriber, its administrators, and end users (collectively, “Feedback”). TheSubscriber acknowledges that Unplex may use Feedback without restriction andwithout any obligation to pay compensation, and that all intellectual propertyrights arising therefrom vest exclusively in Unplex.
8.3.2 Unplex may also collect andanalyze aggregated and anonymized usage data derived from the Subscriber’s useof the Services to improve the performance, functionality, and user experienceof the Services, provided that such data cannot be attributed to the Subscriberand does not contain any Confidential Information. Unplex does not view,analyze, or use inputs and outputs for training generative foundational AImodels, unless this has been separately agreed upon in writing, such as forfine-tuning purposes.
9.1 In providing the Services, Unplex,in its capacity as a data processor, processes personal data on behalf of theSubscriber in accordance with the Data Processing Agreement entered intobetween the parties.
9.2 In its capacity as a datacontroller, Unplex also processes personal data for its own purposes inaccordance with Unplex’s Privacy Policy.
9.3 The parties agree that personaldata processed in connection with access to or use of a generative foundationalAI model is processed by the respective model provider in its capacity as anindependent data controller, comparable to an internet search engine provider.
10.1 No Partnership, No Joint Venture
This Agreement does not create apartnership, a joint venture, or an agency or fiduciary relationship betweenthe parties or their affiliates. The parties are legally and economicallyindependent. Neither party is authorized to bind the other party or to makestatements on its behalf without the other party’s prior written consent.
10.2 Notices
Unless otherwise provided in theAgreement, all notices, authorizations, and consents must be in writing andshall be deemed to have been received: (i) upon personal delivery, on the dateof delivery; (ii) upon delivery by mail, on the second business day aftermailing; or (iii) upon transmission by email, on the date of transmission.Notices of termination must be sent to legal@unplex.ai and to the relevantUnplex account manager. All other notices must be sent to the contact personsof the parties specified in the order form.
10.3 Waiver
The failure to exercise or the delay inexercising any right under this Agreement shall not constitute a waiver of suchright. A waiver shall be effective only if it is declared in writing and signedby an authorized representative of the waiving party. A waiver of any singleprovision shall not be deemed a waiver of the same or any other provisions insubsequent instances.
10.4 Severability Clause
Should any provision of this Agreementbe wholly or partially invalid or unenforceable, this shall not affect thevalidity of the remaining provisions. The invalid or unenforceable provisionshall be replaced by a valid provision that most closely approximates theeconomic purpose of the original provision. To the extent that the invaliditymaterially impairs the balance of performance between the parties, the partiesshall amend the agreement by mutual agreement.
10.5 Prohibition on Assignment
Neither party may assign or transferany rights or obligations under this Agreement without the prior writtenconsent of the other party; such consent may not be withheld without goodcause. Notwithstanding the foregoing, each party is entitled to transfer theagreement without the other party’s consent (i) to an Affiliated Company or(ii) in connection with a merger, acquisition, restructuring, or the sale ofall or substantially all of its assets. If a direct competitor of one partygains control over the other party or acquires its material assets, theaffected party may terminate the agreement by written notice, but is notobligated to do so.
10.6 Subcontractors
Unplex may engage subcontractors toperform the services, subject to the provisions of Section 7 and, with respectto the processing of personal data, the data processing agreement entered intobetween the parties. Unplex is liable for the acts and omissions of itssubcontractors as if they were its own and remains the subscriber’s sole pointof contact for all matters relating to the services. Upon request, Unplex shallprovide the Subscriber with a list of all subcontractors who have or may haveaccess to the Subscriber’s Confidential Information.
10.7 Use as References
The Subscriber grants Unplex the rightto use the Subscriber’s company logos, company names, trademarks, and userquotes as reference material in Unplex’s marketing and public relationsmaterials, provided that the Subscriber is identified as a customer of Unplex.Upon written request by the Subscriber, Unplex shall immediately cease any suchuse.
10.8 Force Majeure
10.8.1 Neither party shall be liablefor non-performance or inadequate performance of the Agreement if suchnon-performance or inadequate performance is due to circumstances beyond thereasonably controllable sphere of influence of the party concerned and substantiallyimpairs its ability to perform or that of its subcontractors. Suchcircumstances include, in particular: natural disasters, epidemics orpandemics, acts of war or terrorism, civil unrest, labor disputes such asboycotts, strikes, or lockouts, government measures, failures or delays intelecommunications infrastructure or internet service providers, widespreadinternet disruptions, and interruptions in electricity or basic utilities. Thisprovision does not apply to the Subscriber’s payment obligations.
10.8.2 The party affected by an eventas defined in Section 10.8.1 must make commercially reasonable efforts toovercome and mitigate the effects of the event.
10.8.3 If the proper performance ofservices is substantially prevented by an event as defined in Section 10.8.1for a continuous period of more than one (1) month, either party is entitled toterminate the agreement by written notice without being liable for damages.
10.9 Entire Agreement
This Agreement constitutes the completeand final agreement between the parties regarding its subject matter andsupersedes all prior oral and written agreements, understandings,representations, and warranties. Terms and conditions contained in the Subscriber’sorder documents (excluding the order form) are void and do not form part ofthis Agreement.
10.10 Changes to These Terms and Conditions
Unplex may amend these Terms andConditions as well as the associated End User Terms from time to time.Amendments will be published at www.unplex.ai/legal and will include the dateof the last update. They shall take effect thirty (30) days after publication,unless Unplex specifies a later date. If an amendment materially affects thesubscriber’s rights or obligations, the subscriber may terminate the agreementwithout penalty or liability for damages, provided that the subscriber notifiesUnplex in writing no later than five (5) days before the amended Terms andConditions take effect. If the subscriber continues to use the services afteran amendment takes effect, this shall be deemed acceptance of the amended Termsand Conditions.
11.1 This agreement is governed bySwiss substantive law, excluding conflict-of-laws rules and the United NationsConvention on Contracts for the International Sale of Goods (CISG).
11.2 Zurich, Switzerland, is agreedupon as the exclusive place of jurisdiction for all disputes arising out of orin connection with this Agreement. The parties submit to the exclusivejurisdiction of the courts of the City of Zurich.
Zurich, July 1, 2027