Terms and Conditions

BY PRESSING ‘I AGREE’ CUSTOMER AGREES TO ENTER INTO THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT PRESS ‘I AGREE’ AND CUSTOMER MAY NOT ACCESS OR USE THE SERVICE.

This Master Subscription Services Agreement is between UIB Holdings Pte Ltd., a Singapore entity trading as uib.ai (UIB), and the entity or individual agreeing to these terms (Customer).

1. WEB-BASED COLLABORATIVE TEAM INBOX SERVICE.

This agreement provides Customer access to a proprietary web-based software service for inbox based team collaboration, with the following main functionality:

• Unified view of customers and the team’s inbox,
• Creating and configuring accounts for sharing of email (IMAP format), social media accounts and other web connections/apps,
• Consolidated communication, sorting and filtering of different message types,
• Separation of internal vs. external communication by using comments and memos for internal communication,
• Complete message history and tracking of what happened to which message when and by whom, and
• Granular permission controls over sharing and collaboration.

UIB will provide this functionality through https://uib.ai within a hosted server environment under the terms below (Service). This agreement contemplates one or more orders for the Services, which orders are governed by the terms of this agreement. Customer understands that all messages in the deleted folder will be deleted after 30 days.

2. USE OF SERVICES

a). UIB Responsibilities. UIB must  (i) use commercially reasonable efforts to make the Services available and (ii) provide customer support for the Services under the terms of UIB Customer Support Policy (CSP) which is located at https://uib.ai/legal, and is incorporated into this agreement for all purposes.

b). Customer Responsibilities. Customer (i) is solely responsible for Customer data and information and all activity in its account in the Service, adequate storage and security of their mail servers, and authorization for any third-party integrated services, (ii) must use commercially reasonable efforts to prevent unauthorized access to its account in the Service, and notify UIB promptly of any such unauthorized access, and  (iii) may use the Services only in accordance with the Services FAQs and help sections on http://help.unifiedinbox.com/faqs and applicable law.

c). Employee and Contractor Access and Use. Customer may allow its employees and contractors to access the Services in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for its employees and contractors compliance with this agreement.

d). Restrictions: Customer may not (i) sell, resell, rent or lease the Services, (ii) use the Services to store or transmit infringing, unsolicited marketing emails (in accordance with the acceptable use policy on https://uib.ai/legal) libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of copyright laws or any other third-party right, (iii) interfere with or disrupt the integrity or performance of the Services, or (iv) attempt to gain unauthorized access to the Services or their related systems or networks.

e). Third-Party Service Authentication. Customer is responsible for authenticating the Service with any third-party service with which the Service is designed to operate with, and any content, messages, files or other information from those services. UIB has no control over those services and any integration is provided AS IS.  UIB provides this integration only as a convenience to Customers.

f). 30-Day Trial Period. If Customer has registered for a trial use of the Services, Customer may access the Services for a 30-day time period. The Service is provided AS IS, with no warranty during this time period.  All Customer information will be deleted after the trial period unless Customer converts its account to the paid Service, (except for generic and unidentifiable information and data which can be retained and will be owned by UIB, and may be used by UIB for any business purpose).

g). Free Account. If Customer has registered for no charge use of the Services, Customer may access the Services until it is cancelled by UIB upon notice via email or other means. The Service is provided AS IS, with no warranty.  Unless Customer converts its account to a paid account, all Customer information will be deleted after the no-charge period ends or if there is no activity under Customer’s account for 60 consecutive days (except for generic and unidentifiable information and data which can be retained and will be owned by UIB, and may be used by UIB for business any purpose).

i. Advertising. There may be advertising or marketing information, or sponsored links provided as part of any free account.
ii. No Multiple Free Accounts. Customer may only access the Service through a single free account.

h). Credit Card. Customer agrees to provide UIB with updated credit card for payment for the Services, and expressly authorizes UIB to charge Customer’s credit card account each month for an amount equal to Customer’s then current balance. If either:

(i) Customer’s credit card information changes,
(ii) Customer’s credit card expires, or
(iii) Customer is notified by UIB of an unsuccessful attempt to charge Customer’s credit card,

then Customer agrees to update its account with a valid credit card as soon as possible, but in no event later than 5 days. If the credit card number is revoked, disputed or not valid for any reason (including without limitation expiration of a credit card), UIB may suspend or terminate (or both) Customer’s use of the Services upon notice to Customer via email (using the then current account email address in the Service).

Customer is responsible for the payment of all sales, use, VAT and other similar taxes.

i). Notice of Pricing Changes. UIB may change its Service pricing upon at least 30 days notice via email or other means.

j). Fair Usage. If Customer’s bandwidth usage exceeds a certain threshold, then UIB reserves the right to immediately disable the account, throttle the data transfer, or both, until Customer’s bandwidth usage is reduced. UIB has no liability to Customer if it decreases Customer’s usage under its fair usage policy. More information on UIB’s fair usage policy is located at (which it may update from time to time): https://uib.ai/legal

3. WARRANTY DISCLAIMER.

a). Services Availability Warranty (does not apply to Trial or Free Versions). UIB warrants to Customer, (i) that commercially reasonable efforts will be made to maintain the online availability of the Services for a minimum of availability in any given month as provided in the chart below (excluding scheduled outages, force majeure, or outages that result from Customer technology issues), (ii) the functionality or features of the Services may change but will not materially decrease during a paid term, and (iii) that the CSP may change but will not materially degrade during any paid term.

Maximum amount of the credit/refund is 100% of service fees for that month.

b). Limited Remedy and Disclaimers. Customer’s exclusive remedy and UIB’S sole obligation for breach of the warranty in A(i) will be for UIB to provide a credit as provided in the chart above (if this agreement is not renewed, then a refund), for the month; provided that Customer notifies UIB of such breach within 30 days of the end of that month.

UIB DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE.  THE SERVICES MAY BE INTERRUPTED OR CONTAIN AN ERROR. UIB DOES NOT GUARANTY THAT THE SERVICE CANNOT BE HACKED.

USE OF SOME OF THE THIRD-PARTY SERVICES MAY BE SUSPENDED OR TERMINATED DURING THE TERM WITHOUT NOTICE. UIB HAS NO LIABILITY RELATED TO ANY SUCH SERVICE UNAVAILABILITY AND CUSTOMER IS NOT ENTITLED TO ANY REFUND ASSOCIATED WITH SUCH UNAVAILABILITY.

THE SERVICES IS NOT TARGETED AT OR INTENDED TO BE USED BY CHILDREN UNDER THE AGE OF 13.

4. MUTUAL CONFIDENTIALITY.

a). Definition of Confidential Information. Confidential Information means all confidential information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). UIB’s Confidential Information includes without limitation the Services, Licensed Software and Documentation (defined below), its parts and pricing.

b). Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

c). Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information.

d). Disclosure Required by Law. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order. UIB will only disclose the limited information required to be disclosed by law or the court order.

5. PROPRIETARY RIGHTS.

a). Reservation of Rights by UIB. The software, workflow processes, user interface, designs, know-how, Licensed Software and Documentation, and other technologies provided by UIB as part of the Services are the proprietary property of UIB and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with UIB. UIB reserves all rights unless expressly granted in this agreement.

b). Customer Restrictions. Customer may not:

i. Use the Services or the Licensed Software and Documentation beyond its internal operations;
ii. Reverse engineer the Services or the Licensed Software and Documentation;
iii. Remove or modify any proprietary marking or restrictive legends in the Service or Licensed Software and Documentation; or
iv. Access the Service or use the Licensed Software and Documentation to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

c). Licensed Software and Documentation. All software provided by UIB for use with the Service, and the services documentation sample data, marketing materials, training material and other material provided through the Services or by UIB, are licensed (and not sold) to Customer as follows: UIB grants Customer a non-exclusive, license during the Term to such items for use solely with the Services, with the right to make additional copies as necessary for such duration and purpose (Licensed Software and Documentation).

6. EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY.

a). Exclusion of Certain Damages. UIB IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, DELAY OF EMAIL DELIVERY, UNDELIVERED EMAIL, LOSS OF DATA, MESSAGES OR INFORMATION, AND ANY FAILURE OF DELIVERY OF THE SERVICES).

b). Limitation of Liability.  UIB’S liability for ALL damages ARISING FROM OR related TO This Agreement (WHETHER IN CONTRACT, TORT OR OTHERWISE) does not exceed the actual amount paid by CUSTOMER within the preceding 12 months UNDER THIS AGREEMENT.

7. TERM, TERMINATION, SUSPENSION OF SERVICE AND RETURN OF DATA.

a). Term.  This agreement continues for the duration specified on the order and auto-renews for the duration as specified in the original order, unless cancelled by either party upon at least 30 days notice prior to the renewal date (Term).

b). Mutual Termination for Material Breach. If either party is in material breach of material term of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured. Upon any termination by UIB for material breach by Customer, Customer must pay any unpaid fees covering the remainder of the Term.

c). Upon Termination or Expiration. Upon termination or expiration of this agreement, Customer must destroy or return all Licensed Software and Documentation and all other property of UIB. Customer will confirm its compliance with this requirement in writing upon request of UIB.

d). Customer Data. As between Customer and UIB, Customer owns all the content and data provided through its account (Customer Data).   Upon termination or expiration of this agreement, UIB will not store any Customer Data and may destroy such data (except for generic and unidentifiable information and data which can be retained and will be owned by UIB, and may be used by UIB for any business purpose). Additional information on UIB’s privacy practices is located at: https://www.uib.ai/legal

8. GOVERNING LAW AND FORUM.

This agreement is governed by the laws of New Zealand without regard to conflict of law principles. Any dispute arising out of or related to this agreement may only be brought in the courts of Auckland, New Zealand. Both parties consent to the personal jurisdiction of such courts and waive any claim that it is an inconvenient forum. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.

9. INDEMNITY.

Customer hereby indemnifies, defends, and holds harmless UIB against all third-party claims or demands, and damages, costs, penalties, fines, and expenses  (including reasonable attorneys’ fees and costs) sustained by UIB, arising out of or related to Customer’s use or access to the Service, excluding any claims based on the gross negligence or intentional misconduct of UIB.

10. MISCELLANEOUS OTHER TERMS.

a). Removal of Material under the U.S. Digital Millennium Copyright Act. If UIB receives a notice alleging that material or content Customer used or transmitted through the Service infringes another party’s copyright, UIB may remove that material in accordance with Title II of the Digital Millennium Copyright Act of 1998 (Section 512 of the U.S. Copyright Act) or other applicable law.

b). Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.

c). Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter. No modification or waiver of any term of this agreement is effective unless both parties sign it.

d). No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party.

e). Government End Users. The Services and Licensed Software and Documentation provided to the U.S. Government are “Commercial Items”, as that term is defined at 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, within the meaning of 48 C.F.R. 12.212 or 48 C.F.R.227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users only as Commercial Items, and with only those rights as are granted to all other end users pursuant to this agreement, as provided in FAR 12.212, and DFARS 227.7202-1(a), 227.7202-3(a), 227.7202-4, as applicable.

f). Independent Contractors. The parties are independent contractors with respect to each other.

g). Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.

h). Export Control. Each party will comply with applicable export controls laws.

i). Survival of Terms. Any terms that by their nature survive termination or expiration of this agreement, will survive.

j). CISG Not Apply. The Convention on Contracts for the International Sale of Goods does not apply.

Ver. 1.2  – updated April 2014