Unifool Master Subscription Agreement
Last Updated: March 2019
By clicking the “Sign in by Google” or “Free Trial” button displayed online as part of the sign in process, you agree to the following terms and conditions governing your use of Unifool’s online service. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms and Conditions, in which case the Terms “You” or “Your” shall refer to such entity, if you don’t hace such authority, or If you don’t agree with these Terms and Conditions, you shouldn’t click “Sign in” or “Free trial” button, and you may not use the service.
Welcome to Unifool.com
Subject to the terms of this Agreement, Unifool will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, and/or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Unifool website incorporated by reference herein, including but not limited to Unifool’s privacy and security policies. This Agreement governs all products and services offered by Unifool.
1. Privacy & Security; Disclosure
Unifool’s privacy and security policies may be viewed online on the Unifool website. Unifool reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Unifool customers will not have the option of opting out unless they terminate their account with the system in accordance with the terms of this Agreement. Unifool reserves the right to disclose who its customers are, including disclosure on the Site and in its marketing materials when Google ask for.
2. License Grant & Restrictions
Unifool grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Service during the License Term, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. You shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, Unifool Technology or the Unifool Content in any way. The Service cannot be shared or used by more than one individual unless you allows for sharing within your internal organization. The proper assignment of username and passwords for the Service and adherence to all terms of this Agreement and Order Confirmation are your sole responsibility. You are responsible for maintaining the confidentiality of your usernames, passwords and accounts. Usernames and passwords may not be shared by more than one individual, and may not be transferred from one individual to another unless the original User no longer requires, and is no longer permitted, access to the Service.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.You shall:
(1) Notify Unifool immediately of any unauthorized use of any password or account or any other known or suspected breach of security
(2) Not impersonate another user or provide false identity information to gain access to or use the Service
(3) Not use the Service to defame, abuse, harass, threaten or otherwise violate the legal right of others; (v) not publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content
(4) Not collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations.
You are solely responsible for all text, logos and images, all advertisements and any web site reachable from the advertisements generated using the Service. You hereby represent, warrant and covenant to Unifool and its third party suppliers that
(1) Any Customer Content you provide is and shall be accurate, complete and current
(2) You have all necessary rights and are fully authorized to publish the Customer Content and create or have created advertisements
(3) All Customer Content complies with the requirements set forth by Google, and Facebook on their respective websites with respect to the Google AdWords, and Facebook Ads programs.
(4) Your advertisements do not and will not advertise illegal activity or constitute illegal or fraudulent business practices in the jurisdiction in which the advertisements are displayed.
Unifool does not own any Customer Content or advertisements provided by you hereunder, provided that you grant Unifool a worldwide, royalty-free, non-exclusive right to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Content and advertisements for the sole purpose of providing you with the Service.
You are solely responsible for all URLs required or used by you in connection with the Service. For the avoidance of doubt, you are solely responsible for all Customer Content provided or published by you in connection with the Service under any URL.
4. Account Information and Data
Unifool does not own any keyword data, information, performance data, paid search campaigns or material that you submit to the Service in the course of using the Service. You grant Unifool a worldwide, royalty-free, non-exclusive right during the License Term to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Data for the sole purposes of (1) processing your Customer Data in connection with providing the Service to you, and (2) storing or hosting the Customer Data in a remote database or on the Site for access by your Users. Your private Customer Data is accessible only to you and persons explicitly authorized by you; data is NOT shared with other customers, or with any other third party; provided that Unifool reserves the right to use your Customer Data in order to compile, analyze. You shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use all Customer Data, and Unifool shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Use of the Service is subject to existing laws and legal processes. Nothing contained in this Agreement will limit Unifool’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service, which may include disclosing your Customer Data to the applicable authorities.
5. Intellectual Property Ownership
Unifool alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Unifool Technology, the Unifool Content and the Service and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service, and any aggregated metrics, data and trends compiled by Unifool. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Unifool Technology or the Intellectual Property Rights owned by Unifool, Inc.
6. Third Party Interactions
During use of the Service, you may enter into correspondence with, or purchase or sign up to receive goods and/or services from, a third party, or you may participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third party. Unifool and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party, including any termination by such third party of their provision of goods or services to you. Unifool does not endorse any sites on the Internet that are linked through the Service and does not endorse any third party goods or services that are made available to you as a result of your use of the Service. Unifool provides these links to you only as a matter of convenience, and in no event shall Unifool or its licensors be responsible for any content, products, or other materials on or available from such sites. Unifool provides the Service to you pursuant to the terms and conditions of this Agreement. Service features that interoperate with the Google AdWords, Facebook Ads or other third party programs depend on the continuing availability of the Google AdWords, Facebook Ads or other third party, as the case may be, application programming interface (“API”) and program for use with the Services. If Google Inc. or its affiliates (“Google”), Facebook, Inc. or its affiliates (“Facebook”), or any other applicable third party ceases to make the Google AdWords API or program, Microsoft adCenter API or program, Facebook Ads API or program, or other third party API or program, as the case may be, available on reasonable terms for the Services, Unifool may cease providing such Service features and you shall have no payment obligations to Unifool with respect to such Service features for periods following such cessation.
7. Charges and Payment of Fees
You shall pay all fees in accordance with the fees and billing terms in effect at the time a fee is due. The initial charges will be equal to the current price of the chosen edition of the Service at the fee currently in effect. All payments must be made in advance. Payments may be made on a monthly, annual or one-time basis, and amounts owed are payable via automated recurring credit card payment or electronic invoices. All payment obligations are non-cancelable and all amounts paid are non-refundable. Unifool reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are the confidential information of Unifool, and you agree not to disclose them to any third party.
8. Billing and Renewal
Unifool charges and collects in advance for use of the Service. Unifool will automatically renew your subscription as described below. The renewal charge will be equal to the Service fee in effect during the prior term, unless Unifool has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Unifool’s fees are nexclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. All payments to Unifool will be in US $. If there are any problem with your payment please contact Unifool for immediatly supporting.
9. Non-Payment and Suspension
In addition to any other rights granted to Unifool herein, it reserves the right to suspend or terminate this Agreement and your access to the Service if you don’t pay Unifool’s service fee. You will continue to be charged for the Service during any period of suspension. Unifool reserves the right to impose a new service fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Unifool has no obligation to retain Customer Data or Customer Content and that such Customer Data and Customer Content may be irretrievably deleted if you don’t use our service anymore.
This Agreement commences on the Start Date that you pay the service fee. Upon the expiration of the Initial Term, this Agreement will renew for successive renewal terms equal in your next payment billing. Unifool will notify the date of your next payment by email a week before your account expiration. In the event this Agreement expires or is terminated for any reason, you agree to extract your Customer Data and Customer Content from the Unifool platform prior to the effective date of such expiration or termination. You agree and acknowledge that Unifool has no obligation to retain the Customer Data or Customer Content, and may delete such Customer Data and Customer Content 30 days after expiration or termination. Upon any expiration or termination of this Agreement, your rights to use any Unifool services shall immediately terminate.
11. Termination for Cause
Any breach of your payment or other material obligations or unauthorized use of the Unifool Technology or Service will be deemed a material breach of this Agreement. Without limiting its ability to pursue other remedies, Unifool, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.
12. Representations & Warranties
You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
Unifool represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service, during the Initial Term or each Renewal Term, will perform substantially in accordance with the online Unifool help documentation (as may be updated from time to time) under normal use and circumstances. In the event the Service fails to perform substantially in accordance with such help documentation, and you promptly notify Unifool, we will modify the Service and/or the documentation so that it conforms.
13. Disclaimer of Warranties
Unifool and its licensors do not represent or warrant that
(1) The use of service will be secure, timely, uninterrupted or error-free
(2) The service will meet your requirements or expectations
(3) Any stored data will be accurate or reliable
(4) The quality of any products, services, information, leads or other material purchased or obtained by you through the service will meet your requirements or expectations
(5) Errors or defects will be corrected
(6) The service or the server that make the service available are free of viruses or other harmful components.
Except as expressly set forth herein, the service and all content is provided to you strictly, All conditions represantaion and warranties, are hereby disclaimed to the maximum extent permitted by applicable law by Unifool and its licensors.
14. Mutual Indemnification
You shall indemnify and hold Unifool, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:
(1) A claim alleging that use of the Customer Data or the Customer Content infringes the rights of, or has caused harm to, a third party;
(2) A claim, which if true, would constitute a violation by you of your representations and warranties;
(3) A claim arising from the breach by you or your Users of this Agreement;
(4) Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you, provided in any such case that Unifool:
(1.1) Gives written notice of the claim promptly to you;
(2.1) Gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Unifool of all liability and such settlement does not affect Unifool’s business or Service);
(3.1) Provides to you all reasonably available information and assistance;
(4.1) If as a result of any infringement by the Service (other than as described in the preceding sentence) your use of the Service is enjoined by a court of law, Unifool will either modify the Service to make it non-infringing, acquire a license for you to continue using the Service, or if neither option is possible, terminate this Agreement and refund to you on a pro-rata basis the applicable fees paid by you to Unifool in advance as of the effective date of termination.
15. Internet Delays
Unifool service may be subject to limitations, delays, and other problems inherent in the use of internet and electronic communications. Unifool is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Unifool may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Unifool’s account information. You may give notice to Unifool by email too or connect with us by chat.
17. Modification to Terms
Unifool reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
18. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Unifool but may be assigned without your consent by Unifool to (1) a parent or subsidiary, (2) an acquirer of assets, or (3) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Unifool directly or indirectly owning or controlling 50% or more of you shall entitle Unifool to terminate this Agreement for cause immediately upon written notice.
19. Free Trials
In the event that you are being provided with a free trial under this Agreement, all provisions of this Agreement pertaining to warranties by Unifool, indemnification by Unifool, payment obligations and similar shall not apply. In addition, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Further, Unifool may terminate a free trial at any time and for any reason.
23. Third-Party Partner
If you purchased the Service by means of one of our Solution Provider partners (“Partner”), the Partner may be responsible for billing you for the Service and you may be subject to a different fee schedule and additional terms and conditions (including such fee schedule, the “Partner Terms and Conditions”). In such event, all terms of this Agreement related to the payment of fees by you directly to WordStream for a subscription to the Service shall not apply.
You agree to comply with the Partner Terms and Conditions, including all payment obligations. In addition to any other rights granted to Unifool herein, Unifool reserves the right to suspend or terminate this Agreement and your access to the Service if Unifool is notified by Partner that your account with Partner has become delinquent or that you have otherwise breached any of the Partner Terms and Conditions. In addition, in the event of any expiration or termination of any reseller or similar agreement between Unifool and Partner, Unifool may immediately terminate the Service and this Agreement, and/or may elect to enter into a new agreement directly with you that provides for payments for the Service to be made directly by you to Unifool.
Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to [email protected]