Unity Connect End User License Agreement

This Unity Connect End User License Agreement (this “Agreement”) constitutes a legal agreement between you (“you” or “your”) and Unity Connected Solutions Inc. and its subsidiaries, affiliates, agents, and/or licensors (“Unity”, “we”, “us” or “our”), and governs your download and/or use of the Unity Connect Mobile Application (the “Mobile App”) and/or the Unity Connect Desktop App application (the “Desktop App,” and together with the Mobile App, the “Apps”) and the mobile calling service provided via the Apps (the “Service”).

YOU REPRESENT TO US THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND FULLY UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. You make this representation and agreement when you download and/or use the Apps.

ADDITIONAL AGREEMENTS

Your use of the Apps is governed by this Agreement, as well as the Unity Connected Solutions most recent version of the General Terms and Conditions for Agreement between Customers and Unity, located at General Terms and Conditions — Unity Connected Solutions (the “Terms and Conditions”). You may choose to purchase or use other Unity Connect products and services, including Unity Connect telephone devices and accessories, and your use of such other products and services will be governed by the terms and conditions applicable to such products and services.

END-USER LICENSE AND RESTRICTIONS

(a) Subject to the terms and conditions of this Agreement and upon activation of your Unity service, Unity hereby grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, non-resellable license and right to use the Apps for the sole purpose of accessing the Service on any device you own or control.

(b) No Modifications: You will not modify, re-use, reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code or create derivative works from the binary code of any Unity software or applications. You agree not to modify, intercept, capture, decode, simulate or redirect communication protocols used by Unity for any purpose or make use of the Apps or the Service in a manner inconsistent with its intended purpose.

(c) No Hacking: You hereby represent and warrant that you will not make any effort to compromise the integrity or privacy of the communications of others.

(d) No Theft: You hereby represent and warrant that you will not use the Apps or the Service in any manner to avoid Unity’s charges or its policies.

(e) No Intellectual Property Rights: All intellectual property rights, including patents, copyrights, trademarks, service marks or other intellectual property rights, remain the sole and exclusive property of Unity. Nothing in this Agreement shall be construed as granting any of these rights to you.

(f) No Resale Rights: You shall not sell, rent, lease, distribute, or provide service to a third party using the Apps or the Service without Unity’s express prior written approval.

(g) New Versions of Software: Unity has no obligation to, but may at its sole discretion, provide fixes, updates or upgrades to the Apps or their software.

TRADEMARKS AND COPYRIGHTS

Unity Connect and the Unity logo are trademarks or service marks of Unity, Inc. (together referred to as “Unity’s Trademarks”). All other trademarks or service marks belong to their respective owners.

Unity’s Trademarks may not be used in connection with any other product or service that is not sold or distributed by Unity or in any manner that is likely to cause public confusion or to disparage, or discredit Unity. You may view and download content from the Unity website (the “Website”) only for personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained therein. You may not change or modify Unity’s Trademarks in any way or reproduce, publicly display, distribute, or otherwise use Unity’s Trademarks for any public or commercial purpose without the written permission of Unity, Inc.

All content that appears within the Apps or on the Website, including, but not limited to text, graphics, logos, icons, images, audio, and video clips, and downloads are the property of Unity, Inc., and are protected by U.S. and foreign copyright laws. Nothing contained herein, within the Apps, or on the Website should be construed as granting any license or right to use Unity’s Trademarks or materials protected by copyright for commercial purposes without the written permission of Unity, Inc.

TERMINATION

Unity reserves the right to modify immediately your use of the Apps, including by blocking access to the Service, if Unity determines that your use of the Apps violates or has at any time violated this Agreement, any other applicable agreement between you and Unity, or any applicable law, rule or regulation.

Upon termination of this Agreement by you or by Unity, you (a) acknowledge and agree that all licenses and rights to use the Apps shall terminate, (b) will cease any and all use of the Apps, and (c) will remove the Apps from your device(s), hard drives, networks, and other storage media in your possession or under your control.

LEGAL COMPLIANCE AND EXPORT RESTRICTIONS

You agree to comply with all applicable U.S. and foreign laws that apply to Unity as well as end-user, end-use, and destination restrictions imposed by the U.S. and foreign governments. You agree to comply fully with all relevant export laws and regulations of the United States, including, but not limited to, the U.S. Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry and Security (the “U.S. Export Controls”). Without limiting the generality of the foregoing, you expressly agree that you shall not export, directly or indirectly, re-export, divert, or transfer any portion of the Apps or the Service or any direct product thereof to any destination, company, or person restricted or prohibited by U.S. Export Controls. You further represent and warrant that you (or if acting on behalf of a business, the business and its officers, directors, and shareholders) are not listed on any Specially Designated Nationals or other denied parties list issued by any agency of the U.S. Government.

WARRANTY DISCLAIMER

THE APPS AND THE SERVICE PROVIDED HEREUNDER ARE PROVIDED “AS IS,” AND UNITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, OR ANY WARRANTY THAT THE APPS OR THE SERVICE WILL MEET YOUR REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE APPS OR THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY, OR LOSS OF CONTENT, DATA, OR INFORMATION, OR THAT THE APPS OR THE SERVICE IS ERROR-FREE. ANY STATEMENTS AND DESCRIPTIONS CONCERNING THE APPS OR THE SERVICE BY UNITY OR ITS AGENTS OR REPRESENTATIVES ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.

LIMITATION OF LIABILITY

(a) Indirect, Consequential Damages: UNITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, ASSIGNS, OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU OR US IN CONNECTION WITH THE SERVICE, SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES ARISING FROM OR IN CONNECTION WITH PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION, OR THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 SERVICE, OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES INCLUDING CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT, AND ANY AND ALL OTHER THEORIES OF LIABILITY, AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

(b) Direct Damages: UNITY’S LIABILITY TO YOU ON ACCOUNT OF ANY ACT OR OMISSION OF UNITY RELATED TO THIS AGREEMENT, INCLUDING ACTS OR OMISSIONS RELATED TO THE SERVICE OR ANY ATTEMPT TO CALL EMERGENCY SERVICES VIA THE APPS, SHALL BE LIMITED IN AMOUNT TO THE TOTAL OF THE CHARGES COLLECTED FROM YOU IN CONNECTION WITH THE SERVICES DURING THE ONE (1) MONTH PERIOD PRECEDING THE ACT OR OMISSION AND SHALL BE FURTHER LIMITED TO RECOVERY OF ACTUAL DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR BODILY INJURY OR DEATH, PROXIMATELY CAUSED BY UNITY’S INTENTIONAL MISCONDUCT OR RECKLESSNESS. UNITY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES RESULTING FROM FORCE MAJEURE EVENTS SUCH AS (BUT NOT LIMITED TO), ACTS OF NATURE, STRIKES, FIRE, WAR, RIOT, ACTS OF TERRORISM, GOVERNMENT ACTIONS, OR ANY ACT OR OMISSION BY YOU OR ANY PERSON USING THE APPS; EQUIPMENT, NETWORK OR FACILITY FAILURE, SHORTAGE, UPGRADE, RELOCATION OR MODIFICATION; AN ACT OR OMISSION OF AN UNDERLYING CARRIER, SERVICE PROVIDER, VENDOR, OR OTHER THIRD PARTY, INCLUDING BLOCKING OF PORTS BY AN INTERNET SERVICE PROVIDER OR OTHER IMPEDIMENT TO USAGE OF THE APPS CAUSED BY ANY THIRD PARTY; OR ANY OTHER CAUSE THAT IS BEYOND OUR REASONABLE CONTROL.

(c) Indemnifications: You agree to defend, indemnify, and hold harmless Unity, its officers, directors, employees, affiliates, agents, assigns, and any other service provider who furnishes services to you or us in connection with the use of the Apps, from any and all claims, suits, actions, judgments, losses, damages (direct, indirect and consequential), fines, penalties, costs, and expenses (including, without limitation, attorney’s fees) by or on behalf of you or any third party relating to (i) the use of the Apps; (ii) your violation of applicable laws, regulations or the terms and conditions of this Agreement; (iii) the transmission of any messages, content, images or other information; (iv) any claims for infringement of any intellectual property rights arising from or in connection with use of the Apps, or (v) any harm to any person resulting in the personal injury or death of any person or in damage to or loss of any tangible or intangible property (including data).

ARBITRATION

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM UNITY. In the unlikely event that Unity has not been able to resolve a dispute it has with you, any member of your household, or any of your guests, or any user of the Mobile App or the Service arising out of or relating to the use of the Mobile App or the Service after 60 days, we each agree to resolve any claim, dispute, or controversy (excluding any Unity claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), will be resolved by binding arbitration by the Judicial Arbitration and Mediation Services (“JAMS”) under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Santa Clara County, California unless you and Unity agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for experts and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Unity from seeking injunctive or other equitable relief from the courts as necessary to protect any of Unity’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND UNITY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

PRIVACY

Unity’s privacy policy is available here: Privacy Policy — Unity Connected Solutions

GENERAL INFORMATION

The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall survive.

This Agreement and the relationship between you and us are governed by the laws of the state of California without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with the arbitration provisions of this Agreement, such action shall only be brought in a court of competent jurisdiction in Santa Clara County and you shall submit to the personal and exclusive jurisdiction of the courts located within the state of California and waive any objection as to venue or inconvenient forum.

If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

Unity may assign this Agreement and any of its rights or obligations hereunder at any time. You may not assign your rights or delegate any of your duties under this Agreement, and any attempted assignment or delegation without such consent will be void. This agreement will be binding upon and inure to the benefit of the parties, their successors, and permitted assigns. The section titles in this Agreement are for convenience only and have no legal or contractual effect.