Unison Terms of Service

These Terms of Service (this "Agreement") set out the terms on which Unison Computing, PBC, a Delaware public benefit corporation with an address of 177 Huntington Ave, Ste 1703 PMB 30333 Boston, MA, 02115-3153 US ("Unison" "we" or "us") will provide access to and use of Unison’s proprietary cloud computing platform (the "Platform") and hosting service (the "Hosting Service") (each an "Application") through which you ("you" or "User") can write, run and host programs in Unison’s cloud environment, utilizing features unique to the Unison programming language. The Applications individually and collectively are the "Service". You should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with us (and you hereby represent that you are of legal age in the jurisdiction from which you are accessing the Service, and are otherwise fully able and competent, to enter into a binding agreement). If you are using the Service on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms "User" and "you" will include both you, the individual user, and such organization. We provide the use of the Service on the basis of this Agreement. If you do not agree to these terms and conditions, you must not use the Service.

THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND UNISON, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.

1. Nature of the Service

Cloud Computing Platform and Hosting Service. The Service utilizes the Unison programming language to simplify cloud computing, through the Platform, which enables users to write and run programs, and the Hosting Service, which hosts users’ code in a cloud environment. Unison will use reasonable commercial efforts to provide the Service described in and subject to these Terms of Service. The Service may feature free versions of the Applications as well as paid premium versions with additional features. You may register to use the free or paid versions of one or both of the Applications through a single user account.

2. Use of the Service

a. Eligibility

In order to use the Service, you must register as a User. You are responsible for providing all of the other equipment necessary to access and use the Applications and the Service and for all related third-party charges (e.g. internet Service provider charges). You accept sole responsibility in accordance with this Agreement for, and Unison will not be responsible for, your use of the Applications or the Service.

b. Required Information

To use the Service, you will be required to provide us with certain information including an email address and password, or to sign in using your Google or Github credentials. You represent and warrant to us that you will provide us with accurate, current and complete information. We reserve the right to refuse any requests to access and use the Service, without liability or justification. You are responsible for your registration, and for all use of the Service using any User credentials or passwords issued to you or chosen by you. You will keep all such credentials and passwords confidential.

c. Errors

The Service may contain errors and inaccuracies for which we will not be liable to you or any other person, unless otherwise prohibited by law. We do not guarantee that the Service will be available to all individuals who desire to access and use the Service. We reserve the right to limit access to the Service.

d. Compliance with Applicable Laws

You represent and warrant that you comply and will at all times comply with all applicable laws and regulations in your use of the Service.

3. Fees and Payment

a. Fees

The basic versions of the Applications comprising the Service are offered free of charge to registered Users. Unison reserves the right to charge, and change eligibility requirements, for access to and use of some or all Applications, or the Service, at any time. Unison may offer premium versions of the Platform and the Hosting Service with paid subscription plans that allow users to access additional or exclusive features. If you purchase the premium version of one or both of the Applications, Unison will invoice you or charge your credit card for the subscription fee then in effect when you subscribe to the premium version(s). All fees are nonrefundable. You agree and represent that all information you provide to Unison for the purpose of subscribing to the Service is accurate, complete and current, and you agree to notify Unison of any changes to the credit card information associated with your Unison account, including changes in billing address and expiration dates. If Unison does not receive payment as due for a premium account, Unison reserves the right to either suspend or terminate such account and your access to the premium version in such circumstances.

b. Taxes

All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind, whether foreign, federal, state, local or other, associated with this Agreement, the Service, or your access to the Service. You shall be solely responsible for all such taxes, duties and charge, except for taxes imposed on Unison’s income, which may be invoiced by Unison from time to time.

c. Late Payments

You shall pay interest on all late payments at the lesser of (a) 1.5% per month or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. You shall reimburse Unison for all costs and expenses, including attorneys’ fees, incurred in collecting any unpaid amounts owed by you hereunder. Additionally, in the event of late payment, Unison may in its sole discretion suspend User’s access to the premium version of the Application(s).

d. Usage Limits and True-Up

You acknowledge that your use of the Service may be limited in volume, including as to Users. To the extent that the usage volume of any User of the premium version exceeds the volume covered by such User’s then-current subscription, Unison may invoice User an incremental or “true up” fee for such prior excess use at the rates, and User shall pay such invoice within thirty (30) days. For clarity, such invoice may issue after the expiration or termination of this Agreement.

4. Intellectual Property Rights

The Service is the property of, and owned by, Unison or its licensors. All the software, algorithms, functionality, inventions, designs, concepts, text, images, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via, the Service are the property of Unison or its licensors (“Our Property”). Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited. You consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond.

The marks UNISON, UNISON SHARE, UNISON CLOUD, UNISON FORALL, and UNISON COMPUTING, and any associated logos, are registered or unregistered trademarks or service marks of Unison or its licensors. You may not use them, or any of our or their other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.

Subject to the terms and conditions herein, we grant you the non-exclusive, non-transferable, limited, revocable right to access and use Our Property solely as permitted by this Agreement. We reserve all other rights. For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property.

a. User Data

Except as provided herein, you retain all rights and title in and to the information you provide to us when you register with us as a User of the Service. You hereby grant to Unison and its licensors the worldwide, royalty-free, irrevocable, perpetual, license to use, modify, reproduce, distribute, and create derivative works of all information and data you input into the Service as part of your registration or for administration of the Service (“User Data”), to provide the functionality of the Service and to further develop and improve the Service. Unison may use the User Data, together with data contributed by other Users to the Service, for research and analysis purposes.

b. Use of the Service

You must comply with all rules and policies about use of the Service in this Agreement and that we publish from time to time. These rules and policies will be available on the Service. Certain features or content within the Service may contain supplemental terms of use, to which you must agree in order to use the relevant features or content. You must not: (a) harvest or otherwise collect information about others from the Service, except as expressly permitted through the functionality of the Service; (b) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Service (or other accounts, networks or services connected thereto); (c) use manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any of the Service or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Service, including any of Our Property; (d) distribute or otherwise make available any information or other content obtained through the Service to any third party, except as expressly permitted herein; or (e) otherwise interfere in any manner with the use or operation of the Service. We reserve the right (but are under no obligation) to investigate any claim that use of the Service does not conform to the terms and conditions of this Agreement, and to terminate your use of the Service for breach of this Agreement.

5. User Content

You may upload or otherwise provide to the Service works of authorship, files, information, data and other content, including code (“User Content”). We do not claim any ownership rights in your User Content, and as between you and Unison, you remain the owner of all intellectual property rights that you have in your User Content. By using the Service, you grant Unison a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers) right and license to use, reproduce, adapt, modify, translate, and create derivative works from your User Content, for the purposes of developing, providing, and improving the Service. You agree that we are not responsible for any use or disclosure of your User Content by any third party who gains access to it through the Service (which may include unintended activities by third parties, such as by hackers). To the extent allowed by law, this Section 5 and any license granted to you hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “creator’s rights,” “droit moral,” or the like.

By submitting User Content, you represent and warrant that (i) you own or otherwise control all of the rights to your User Content and have all necessary rights to provide Unison with the User Content and the rights provided for herein (and you have all necessary rights from all persons and entities necessary to give you the rights to do the foregoing and otherwise fully comply with this Agreement), (ii) none of the User Content or any development, use, production, distribution or exploitation thereof hereunder will infringe, misappropriate or violate any intellectual property right or other right or applicable law, or cause injury to any person or entity, (iii) to the best of your knowledge, the User Content is truthful, accurate and not misleading, and (iv) you will comply with all applicable laws in the course of accessing, using and uploading or otherwise providing User Content to the Service. You agree that you bear all risks associated with your User Content. Unison does not permit the infringement of intellectual property rights on or through the Service, and will remove User Content from the Service if properly notified that such User Content infringes on another person’s or entity’s intellectual property rights.

When submitting User Content to a Unison Share Project containing a license, you agree to license that User Content under those same terms, and represent and warrant that you have the right to license that User Content under those terms. If you have a separate agreement to license that User Content under different terms, such as a contributor license agreement, that agreement will supersede.

We do not control User Content, and we are not responsible for its content, accuracy or reliability. We are under no obligation to edit or control User Content, although we reserve the right to review, and take certain actions with respect to, User Content in accordance with this Agreement, including the Privacy Practices described in Section 10. On termination of your account, or this Agreement, we have no obligation to return any User Content to you, so you should retain copies of all of Your Content.

We reserve the right to remove User Content from the free version of the Service, in whole or in part, without prior notice, for any reason or for no reason at all. Without limiting our right to terminate a user pursuant to Section 11 of this Agreement, we reserve the right to terminate the account of any user of the Service who has been notified of infringing activity and/or has had User Content removed from the Service. We also reserve the right to decide whether User Content is appropriate and complies with this Agreement for violations other than violations of intellectual property law. For example, we may remove User Content which we in our sole discretion believe is untruthful, misleading, inaccurate, inflammatory, harmful, illegal or offensive. We may remove any User Content and/or terminate a User account for uploading material in violation of this Agreement at any time, without prior notice and at our sole discretion.

6. Feedback

If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Service (collectively “Feedback”), the Feedback will be the sole property of Unison. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.

7. Warranty Disclaimers and Limitations of Liability

THE SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (A) ALL WARRANTIES RELATED TO THE SERVICE; (B) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (B) THAT THE SERVICE, THE APPLICATIONS OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR YOUR USE OF THE APPLICATIONS OR THE SERVICE, AND ANY EFFECTS OF THE APPLICATIONS OR THE SERVICE ON YOU OR ANY THIRD PARTY. We may pause or interrupt the Service at any time, and you should expect periodic downtime for updates to the Service. No advice or information, whether oral or written, obtained by you from us or through the Service will create any other warranty.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE, OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO US FOR THE SERVICE IN THE PRIOR YEAR (OR, IF YOU ARE A NON-FEE PAYING USER, TO THE AMOUNT OF $10).

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

8. Third Party Services

Without limitation of the disclaimers and limitations of liability set forth in Section 8, you acknowledge and agree that Unison may provide the Service using third party licensors. Unison does not endorse, and hereby disclaims all liability or responsibility to you or any other person for, any third party Services. We reserve the right to change the terms of any third party relationship or terminate your access to the Service at any time upon notice to you due to a change necessitated by unforeseen circumstances that may arise after the date hereof, regulatory changes or changes imposed or required by a third party Service provider.

9. Indemnity

You will indemnify us, our affiliates, and our and their respective partners, members, trustees, directors, officers, employees, and licensors against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees (“Liabilities”) arising out of or related to (a) your breach of this Agreement, or (b) your use of the Applications or Service (but excluding any Liabilities to the extent caused by our negligence or willful misconduct). We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us. You will cooperate with us with respect to such defense and settlement.

10. Our Privacy Practices

We operate the Service under the Unison Privacy Policy published at share.unison-lang.org/privacy-policy (the “Privacy Policy”), which is hereby incorporated into this Agreement. Each party shall comply with the Privacy Policy.

11. Term and Termination.

a. Term

The term of this Agreement (“Term”) shall commence on the Effective Date. The “Effective Date” shall be the date User first accesses the Service, for users of the free version, or the effective date of access to the premium version, for users of the premium version. If you purchase a paid subscription for the premium version of one or more Applications, the term of such subscription shall commence on the Effective Date for the paid subscription and, unless earlier terminated as set forth herein, shall continue for the subscription term you purchase, unless otherwise terminated as described in the next section, Section 11b.

b. Termination

Either party may terminate this Agreement for convenience and without cause at any time by written notice thereof to the other party.

If initiated by us, Unison will notify paid users of the effective date of termination.

If initiated by the User:

Any material breach of the Agreement by the User may result in a warning, limitation on their use of the Service, or immediate Termination of their account, at Unison's sole discretion.

The User may also terminate this Agreement if Unison materially breaches this Agreement and does not cure such breach within fifteen (15) days after written notice thereof. Unison may terminate this Agreement immediately if User becomes the subject of any voluntary or involuntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

c. Effects of Termination; Survival

Upon any expiration or termination of this Agreement: (a) all rights granted to User hereunder shall terminate, and Unison shall no longer provide access to the Service to User, (b) User shall cease and cause its users to cease using the Service, and (c) each party shall promptly return or destroy any confidential information of the other party in its possession. Any obligations that have accrued prior to expiration or termination, including payment obligations, shall survive expiration or termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive expiration or termination of this Agreement: 3d, 4-15, 17, 18.

12. Modification of Service and Agreement

We reserve the right to modify the free version of the Service at any time, without notice to you. We may also from time to time amend this Agreement prospectively. If we do so, we will notify you by posting on the Service. You agree that your continued use of the Service constitutes your agreement to the amended Agreement. If you do not agree to any amended Agreement that we publish, you must terminate your account and cease using the Service. Except as set forth above, this Agreement may be amended or modified only by an express writing signed by Unison.

13. Children

The Service is not directed to users under the age of 18. The Service does not knowingly collect personal information from children under the age of 13.

14. Applicable Law

You and we each agree that all disputes or other matters arising from or relating to this Agreement, or the use or operation of the Service, will be governed by the substantive laws of the Commonwealth of Massachusetts, U.S.A., without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law. Any action or proceeding by you relating to any claim arising from or relating to the Service or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued. The United Nations Convention for the International Sale of Goods is hereby disclaimed.

15. Arbitration

We will attempt to resolve disputes with Users to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Service, the Applications or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other users of the Service) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). You agree that the arbitration shall be held in Boston, Massachusetts unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us. You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues. At Unison’s option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”). With respect to any IP Claims that are not subject to arbitration under the above provision, you hereby consent to non-exclusive jurisdiction and venue in any federal or state court located within Boston, Massachusetts, U.S.A., with respect to any suit, claim or cause of action arising from or relating to the Service or this Agreement, and you shall not bring any such suit, claim or cause of action except in a court located within Boston, Massachusetts, U.S.A. You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis. You further agree that no claims of other parties may be consolidated with your or our claims in the arbitration without both your and our consent. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US. If any part of this Arbitration clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, with the exception that if the preceding paragraph is deemed invalid, then this entire section shall be deemed invalid and the arbitration clause shall be void.

16. Force Majeure

Unison will not be liable for delay or non-performance of any of its obligations hereunder or its performance of the Service to the extent that such performance is prevented, prohibited or delayed, or such loss or destruction is caused, by any circumstance for reasons beyond its control including without limitation, labor disputes, fire, flood, natural disaster, war blockade, military operations, riot, epidemic, civil commotion, plant breakdown, power outage, local, state or national state of emergency, computer or other equipment failure or non-delivery or delays in delivery by any other suppliers of goods or services utilized in the performance of the Service under this Agreement.

17. Geography

We provide the Service from the United States. We make no claims that the Service is accessible or appropriate in all locations inside the United States or outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

18. Miscellaneous Provision

No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. No waiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. No pre-printed terms on any purchase order, invoice or similar document issued in relation to this Agreement shall have any effect on the parties or this Agreement. Neither party may assign or otherwise transfer this Agreement, or assign or otherwise transfer any of its rights hereunder, or delegate any of its obligations hereunder, without the prior written consent of the other party; provided, Unison may assign or otherwise transfer this Agreement, or assign or otherwise transfer any of its rights or delegate any of its obligations hereunder to an affiliate or to a successor to all or substantially all of its assets, stock or business, without your prior written consent. Any purported assignment or delegation in violation of this paragraph is null and void. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement. You agree that email to your email address on record will constitute formal notice under this Agreement. Any notice to Unison shall be deemed to have been received as follows: (a) by personal delivery, upon receipt; (b) by guaranteed overnight delivery, one business day after transmission or dispatch; or (c) by certified mail, as evidenced by the return receipt. Notices to Unison may be sent to Unison’s address set forth in the preamble to this Agreement.