UNIT TECHNOLOGIES, INC.
TERMS OF SERVICE AGREEMENT – CONSUMER
Last Modified: May 1, 2026
For businesses and organizations, see Business Terms.
This Terms of Service Agreement – Consumer (this "Agreement") is a binding contract between you ("Customer," "you," or "your") and Unit Technologies, Inc., a Delaware corporation ("Unit"). This Agreement governs your access to and use of the Services (as defined below). Capitalized terms not otherwise defined herein shall have the meaning set forth in Section 13.
BY ENTERING INTO AN ORDER, SUBSCRIBING TO THE SERVICES, CLICKING THE "I AGREE" BUTTON, OR OTHERWISE ELECTRONICALLY ACCEPTING THIS AGREEMENT, YOU (I) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND YOU AGREE TO BE LEGALLY BOUND BY ITS TERMS; AND (II) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
Unit has developed a platform that enables users to interact with and delegate tasks to an AI-powered creative platform ("GTV"). Customer desires to secure access to GTV as well as any associated applications or websites that Unit makes available and updates from time to time (collectively, the "Services"), and Unit desires to provide access to the Services to Customer.
IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE SERVICES FOR A TERM (THE "INITIAL TERM"), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT UNIT'S THEN-CURRENT FEES FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL IN ACCORDANCE WITH SECTION 3.1 (SUBSCRIPTIONS; FEES) BELOW.
PLEASE READ THIS AGREEMENT CAREFULLY AND BE AWARE THAT SECTION 12 (THE "ARBITRATION AGREEMENT") PROVIDES THAT, UNLESS YOU OPT OUT WITHIN 30 DAYS OF AGREEING TO THIS AGREEMENT, ALL DISPUTES BETWEEN YOU AND UNIT, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 12 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.
THE AGREEMENT IS SUBJECT TO CHANGE BY UNIT IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 11.8 (AGREEMENT UPDATES).
1. UNIT SERVICE; ACCESS; RESTRICTIONS.
1.1 Subscription to the Services. Subject to the terms and conditions of this Agreement and our Acceptable Use Policy (as defined below), Unit hereby grants to Customer a revocable, non-sublicensable, non-transferable (except as provided in Section 11.2), non-exclusive right to access and use the Services and any accompanying Documentation solely for Customer's personal or professional use.
1.2 Access. Customer will be provided access to and use of the Services through unique and confidential account credentials. These credentials are personal to Customer and cannot be shared with or used by any other individual to access the Services. Customer is responsible for maintaining the confidentiality of its account credentials and is solely responsible for all activities that occur under its account. Customer will promptly notify Unit of any actual or suspected unauthorized use or access to its account.
1.3 Restrictions. Customer will not, and will not permit any other party to: (a) allow any third party to access the Unit Technology except as expressly allowed herein; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Unit Technology for the benefit of any unauthorized third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Unit Technology, or attempt to extract models, prompts, memories, or system logic, except as permitted by applicable law; (d) use any automated software, bots, scrapers, crawlers, devices or other processes to "scrape," extract, or download data from the Unit Technology (other than Customer Content) without the prior written consent of Unit; (e) interfere in any manner with the operation of the Unit Technology or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Unit Technology, or circumvent any safeguards, without the prior written consent of Unit; (f) attempt to access the Unit Technology through any unapproved interface; (g) attempt to circumvent any usage restrictions of the Unit Technology; (h) modify, copy or make derivative works based on any part of the Unit Technology; (i) access or use the Unit Technology or Outputs to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Unit or its licensors on the Unit Technology or any copies thereof; (k) use the Unit Technology to violate any applicable law or third-party rights; (l) use the Unit Technology to generate malware, exploits, or intentionally insecure code; (m) use the Unit Technology to send unlawful, deceptive, or unsolicited communications; (n) impersonate or misrepresent your identity, or pretend to be any other person or entity, when accessing or using the Unit Technology; or (o) otherwise use the Unit Technology in any manner that exceeds the scope of use permitted under Section 1.1 or in a manner inconsistent with applicable law, the Documentation, the Order or this Agreement.
1.4 Suspension. Unit reserves the right to suspend Customer's access to the Services for any failure, or suspected failure, to comply with Section 1.4. Unit may also suspend Customer's access to all or any part of the Services, without notice and without incurring any resulting obligation or liability, if Unit believes, in its good faith and reasonable discretion, that Customer's use of the Services poses a risk to the security or integrity of Unit's systems, interferes with Unit's ability to reliably provide the Services to other customers, or may subject Unit to liability. Unit may additionally suspend or terminate access for legal or security reasons or to protect system integrity.
1.5 Third-Party Services. Customer may elect, or where it is a necessary part of the Services, may be required, to link certain Third-Party Services (such as payment processors, Slack, and/or social networking sites) to the Services, including by entering Customer's API keys associated with its account with such Third-Party Service. Customer acknowledges that: (a) Unit may access any Customer Content provided via a Third-Party Service so that it may be used in accordance with the terms of this Agreement, and (b) it is instructing Unit to share Customer Content (including Personal Data where directed) with the providers of such Third-Party Services; (c) it is responsible for ensuring that Customer is entitled to grant Unit access to Customer's account with such Third-Party Service; and (d) it is responsible for all activity under the Third-Party Services and any content derived therefrom, including all payment obligations associated with a Third-Party Service. Third-Party Services are not under the control of Unit, and Unit is not responsible for any Third-Party Services. Customer's use of the Third-Party Services is governed by the Customer's agreement with providers of the Third-Party Services. Customer acknowledges and accepts that Unit does not guarantee the continued interoperability or availability of any Third-Party Service, which may be updated or removed from the Services from time to time.
2. RESPONSIBILITY FOR CONTENT.
2.1 Types of Content. Subject to your compliance with this Agreement, you may share or upload any information, data, text, graphics, audio, video and/or other materials ("Content") through the Services, including by way of your prompts, comments, questions, and other input to GTV ("Inputs") and receive back outputs generated by GTV in response to such Inputs ("Outputs"). You, and not Unit, are entirely responsible for all Input that you upload, share, post, email, transmit, query or otherwise make available through or to GTV. When you make available any Input to GTV, you represent that you own and/or have sufficient rights to provide and to use such Input in connection with GTV, including to grant the license set forth in Section 2.4 and including that you have obtained all necessary licenses and permissions. You acknowledge that the Outputs are based on your Inputs, and that Unit has no control over any such Inputs. Accordingly, all Outputs are provided "as is" and with "all faults", and Unit makes no representations or warranties of any kind or nature with respect to any Inputs or Outputs, including any warranties of non-infringement, accuracy, completeness, truthfulness, timeliness or suitability. You are solely responsible for your use of your Outputs created through GTV, and for determining whether the Output is appropriate for your intended use, and you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party.
2.2 Ownership of Content. Inputs and Outputs are both Customer Content. Unit does not claim ownership of any Inputs or Outputs. Subject to Section 2.4, as between Unit and you, you are the owner of all right, title and interest in the Customer Content. Notwithstanding the foregoing, given the nature of GTV, you acknowledge that: (a) Outputs may not be unique across users and GTV may generate the same or similar outputs for another user under similar terms; and (b) Unit does not represent or warrant that the Outputs are protectible by any intellectual property rights under applicable law.
2.3 Use of AI Tools. The Services includes AI Tools. Inputs will be shared with the third parties that provide the AI Tools in order to generate Outputs. Customer acknowledges and accepts that GTV and its functionality take actions on Customer's behalf. Customer is responsible for setting and updating permissions and access levels for GTV, including which actions you authorize GTV to take on your behalf. If you request that GTV takes certain actions, including without limitation accessing and publishing Outputs on Third-Party Services, you acknowledge that you are solely responsible for authorizing such conduct and are responsible for the actions that GTV takes on your behalf. You, and not Unit, will be solely responsible for your use of GTV, including any of the Outputs and decisions made or actions taken by you or by GTV at your direction. You acknowledge and agree that any conduct you engage in as a result of the information provided by GTV or any other AI-enabled feature or action made available through Unit or Third-Party Services is at your own risk. Because GTV uses artificial intelligence to communicate with you and take actions on your behalf (if you so request), GTV may provide Output that is inaccurate. You agree that Unit will not be held liable to you or any third party for or as a result of GTV (or any other AI-enabled feature made available through Unit or Third-Party Services) providing inaccurate information to you. You acknowledge and agree that Unit does not represent or warrant that Outputs will (a) be free from third-party content or (b) not infringe third-party intellectual property rights. Unit will have no liability for the unavailability of any AI Tools, or any third party's decision to discontinue, suspend or terminate any AI Tools.
2.4 License to Customer Content. You grant Unit a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Customer Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other users. Without limiting the foregoing, you acknowledge that your Customer Content may be used by Unit and, where applicable, by third-party providers of the AI Tools, to improve the performance and relevance of GTV and its Outputs, the underlying artificial intelligence models, and related products and services (such as to better understand usage patterns and enhance future Outputs for you and other users). This may include analyzing how you interact with GTV to deliver more tailored and relevant results. For clarity, Unit will not share your Inputs or Outputs with third parties other than the AI Tools except as directed by you.
2.5 Content Restrictions. Your use of the Services must comply at all times with Unit's Acceptable Use Policy available at https://getgtv.com/use ("Acceptable Use Policy") and any applicable AI Tool's terms. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. Without limiting the foregoing, Customer Content will not: (a) be unlawful; (b) contain any sensitive personal information, including but not limited to personal medical information, personal financial information, or social security numbers, (c) knowingly contain any viruses, worms or other malicious computer programming codes intended to damage the Services; or (d) violate the intellectual property, privacy, or other rights of any third party or violate any Applicable Privacy Laws.
2.6 Storage. You agree that Unit retains the right to create reasonable limits on Unit's use and storage of Content, including Customer Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by Unit in its sole discretion. Unit has no responsibility for the retention or deletion of any Content, including Customer Content; the failure to transmit or receive transmission of any Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services.
3. FEES AND PAYMENT.
3.1 Subscriptions; Fees. Licenses to the Services are available on a subscription basis (a "Subscription"). The Fees for such Subscription will be set forth on an applicable Order and will be billed at the start of the Subscription and at regular intervals in accordance with Customer's elections on the Order at the time of purchase. Each Subscription includes a monthly allotment of Credits ("Credit Allocation") as specified in the applicable Order, which shall be applied against Customer's usage of the Services in accordance with Section 3.6 (Credits). Unit reserves the right to change the timing of billing and to change the Subscription pricing at any time, which shall take effect at the next Renewal Term. If changes to the Subscription pricing occur that impact Customer's Subscription, Unit will use commercially reasonable efforts to notify Customer, such as by sending an email to the email address associated with Customer's account. If Customer does not agree with such changes, Customer may cancel its Subscription as set forth in Section 3.1(b) (Cancelling Subscriptions). Fees are non-refundable (except as expressly set out in an Order) and are not eligible for set off. Customer will maintain complete, accurate and up-to-date Customer billing and contact information. Any billing disputes should be submitted to Unit in writing in accordance with Section 11.3 (Notices).
(a) Automatic Renewal. Each Subscription will continue and automatically renew at Unit's then-current price for such Subscription until terminated in accordance with this Agreement (each such renewal term, a "Renewal Term"). The frequency at which Customer's Subscription renews (i.e., monthly, annually, etc.) will be designated on the Order. By subscribing, Customer authorizes Unit to charge the payment method designated in Customer's account now, and again at the beginning of any Renewal Term. Upon renewal of Customer's Subscription, if Unit does not receive payment, (i) Customer shall pay all amounts due on Customer's account upon demand and/or (ii) Customer agrees that Unit may either terminate or suspend Customer's Subscription and continue to attempt to charge Customer's designated payment method until payment is received (upon receipt of payment, Customer's account will be activated and for purposes of automatic renewal, the Renewal Term will begin as of the day payment was received).
(b) Cancelling Subscriptions. Customer may cancel its Subscription by (1) logging in and selecting the billing option within the main menu and navigating to Stripe's payments page; or (2) otherwise by contacting Unit (in accordance with Section 11.3 (Notices)), which will be effective at the end of the then-current Subscription term. For clarity, any cancellation of a Subscription will be subject to any minimum term agreed in an Order.
(c) Effect of Cancellation. If Customer cancels its Subscription, Customer may use its Subscription until the end of the then-current Subscription term; Customer's Subscription will not be renewed after the then-current term expires. However, Customer will not be eligible for a prorated refund of any portion of the Fees paid for the then-current Subscription period.
(d) Upgrades and Downgrades. If Customer chooses to upgrade its Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental Fees associated with such upgrade will be charged in accordance with this Agreement. In any future Renewal Term, the Fees will reflect any such upgrades. If Customer chooses to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term. Downgrading a Subscription may cause loss of content, features, or capacity of the Services, and Unit does not accept any liability for such loss.
(e) Free Trials and Promotional Access. Any free trial or other promotion that provides users access to the Services must be used within the specified time of the trial. At the end of the trial or promotional period, Customer's use of the Services will automatically roll into a paid Subscription at Unit's then-current Fees, and Customer will be charged for such Subscription as set forth in this Section 3.1 (Subscriptions; Fees) if it does not cancel prior to the start date of the Subscription period.
3.2 Payments. Customer agrees to pay all charges at the amounts in effect when such charges are incurred. Unit uses Stripe, Inc. and its affiliates ("Stripe") as its Third-Party Service for payment services (e.g., card acceptance, merchant settlement, and related services). If you subscribe to the Services, you will be required to provide your payment details and any additional information required to complete your order directly to Stripe. You agree to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/privacy) and its Terms of Service (currently accessible at https://stripe.com/legal/ssa) and hereby consent and authorize Unit and Stripe to share any information and payment instructions you provide with one or more providers of Third-Party Services to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by Stripe and your card issuer, and Unit is not responsible if your card issuer declines to authorize payment for any reason. For your protection, Stripe uses various fraud prevention protocols and industry standard verification systems to reduce fraud, and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. Unit is not responsible for this. In some jurisdictions, Stripe may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
3.3 Payment Information. By providing your payment and financial information, you agree that Unit, its service providers, and any of its third-party payment processors (e.g., Stripe) are authorized to immediately charge your account for all applicable Fees and that no additional notice or consent is required.
3.4 Taxes. All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on Unit's income.
3.5 Late Payment. Payments by Customer that are past due will be subject to interest at the rate of one and one-half percent (1½%) per month (or, if less, the maximum allowed by applicable law) of that overdue balance. Unit reserves the right (in addition to any other rights or remedies Unit may have) to suspend Customer's access to the Services if any Fees set forth in the applicable Order are more than thirty (30) days overdue until such amounts are paid in full.
3.6 Credits.
(a) Credit Allocation. Customer's Subscription includes a monthly Credit Allocation as specified in the applicable Order. Credits are allocated monthly and replenish at the beginning of each monthly billing cycle. Unused Credits do not roll over to subsequent months. Unit reserves the right to modify the Credit Allocation associated with any Subscription tier upon notice to Customer, which modification shall take effect at the start of the next Renewal Term.
(b) Credit Usage. Credits are consumed when Customer uses certain features of the Services, including interactions with GTV and the generation of Outputs. The number of Credits consumed by a particular action or feature will vary based on factors determined by Unit in its discretion, including the complexity and resource intensity of the applicable action or workflow and token consumption with AI Tools. Customer may view its current Credit usage and balance through the billing settings within the Services and configure a monthly spending cap through the Services (a "Spending Cap") to limit Overage Fees incurred in any billing cycle. Upon reaching such Spending Cap, Customer's access to Credit-consuming features of the Services may be restricted for the remainder of that billing cycle without any liability to Unit. Unit may update how Credits are calculated from time to time, and Customer is responsible for monitoring its Credit balance through the Services.
(c) Overages. In the event that Customer's usage of the Services exceeds Customer's Credit Allocation in any monthly billing cycle ("Excess Usage"), Customer shall be liable to pay the applicable Overage Fees for such Excess Usage. Unit will invoice Customer for any Overage Fees, and Customer shall pay such invoiced amounts in accordance with Section 3.2 (Payments). Unit may use and deploy technologies to track and monitor the metrics necessary to measure consumption and accurately calculate the applicable Fees ("Consumption Tracking Technologies"). Usage metrics captured by the Consumption Tracking Technologies will be made available to Customer via a billing dashboard or similar interface within the Services. Customer shall not: (x) use any software, tools, or techniques to hide, obfuscate, reduce, or alter its actual usage; or (y) circumvent, disable, or interfere with any Consumption Tracking Technologies.
(d) No Monetary Value; No Transfer; Non-Refundable. Credits have no cash value, are not redeemable for cash, are not transferable, and may not be sold, resold, assigned, sublicensed, or otherwise transferred to any third party. Credits may only be used by Customer in connection with Customer's Subscription to the Services. All Fees for Credits are non-refundable.
(e) Credit Pricing Changes. Unit reserves the right to change Credit pricing at any time. Any changes to Credit pricing applicable to Customer's then-current Subscription will take effect at the start of the next Renewal Term. Unit will provide Customer with reasonable advance notice of any material changes to Credit pricing in accordance with Section 3.1 (Subscriptions; Fees).
4. PROPRIETARY RIGHTS.
4.1 Unit Technology. Customer acknowledges that Unit retains all right, title and interest in and to the Unit Technology, including any enhancements, improvements, or derivatives thereto, and that the Unit Technology is protected by intellectual property rights owned by or licensed to Unit. Other than as expressly set forth in this Agreement, no license or other rights in the Unit Technology are granted to the Customer.
4.2 Performance Data. Unit may monitor Customer's use of the Services and may collect and compile Performance Data. As between Unit and Customer, all right, title, and interest in the Performance Data, and all intellectual property rights therein, belong to and are retained solely by Unit. Unit may use Performance Data to operate, improve, analyze, and support the Services and for other lawful business purposes, provided that the Performance Data will not identify Customer.
4.3 Feedback. Customer may give feedback to Unit on the use, operation, and functionality of the Services, including information about operating results, known or suspected bugs, errors, or compatibility problems, suggested modifications, and user-desired features, functionality, or workflows (collectively, "Feedback"). Unit may use and incorporate such Feedback in connection with its business, products and services without restriction or consideration to Customer. Unit will not identify Customer as the source of any such Feedback. Unit acknowledges that all Feedback is provided to Unit on an "as is" basis and that Customer is not responsible for Unit's use of any Feedback, including any results therefrom.
5. PRIVACY POLICY. By using the Services, you acknowledge and agree that you have reviewed and agree to Unit's Privacy Policy, available at https://getgtv.com/privacy (the "Privacy Policy"), which explains how Unit collects, uses, and shares your Personal Data.
6. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT. It is Unit's policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Unit by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Services of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner's behalf. Contact information for Unit's designated agent for notice of claims of infringement can be found on our website.
7. TERM AND TERMINATION.
7.1 Term. The term of this Agreement will commence on the date your Subscription begins and continue until so long as you have an active Subscription in place (the "Term").
7.2 Termination. Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach, or (b) the other party: (i) becomes insolvent, (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement, or (iii) makes an assignment for the benefit of its creditors. Unit reserves the right to terminate this Agreement or your access to the Services at any time without cause upon notice to you.
7.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer hereunder will immediately terminate and Customer will cease use of the Services and Documentation. Termination of this Agreement will not relieve Customer of its obligation to pay all Fees that accrued prior to such termination. Sections 1.4 (Restrictions), 3 (Fees; Payment) (until such time that all Fees are paid), 4 (Proprietary Rights), 7.3 (Effects of Termination), 8.2 (Disclaimer) and 9 through 13 (Indemnification through Definitions) will survive the termination of this Agreement.
8. LIMITED WARRANTIES.
8.1 Customer Content. Customer represents and warrants that it has all rights necessary to upload and use the Customer Content with the Services (and has provided all required notices to its end customers related thereto) and to grant Unit all licenses to Customer Content in this Agreement without violating any third-party intellectual property, privacy, or other rights, including Applicable Privacy Laws or any agreement with any Third-Party Service.
8.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE UNIT TECHNOLOGY IS PROVIDED "AS IS" AND "AS AVAILABLE" AND (B) UNIT AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. UNIT DOES NOT WARRANT OR REPRESENT THAT THE UNIT TECHNOLOGY WILL BE FREE FROM BUGS, UNINTERRUPTED, OR ERROR-FREE.
(a) CUSTOMER ACKNOWLEDGES AND AGREES THAT UNIT IS NOT LIABLE, AND CUSTOMER AGREES IT WILL NOT SEEK TO HOLD UNIT LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH CUSTOMER.
(b) CUSTOMER ACKNOWLEDGES THAT GTV LEVERAGES AI TOOLS AND THAT UNIT IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD UNIT LIABLE, FOR ANY THIRD-PARTY AI TOOLS. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF GTV AND OUTPUTS COMPLIES WITH ALL APPLICABLE LAWS. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR CUSTOMER'S USE OF GTV AND ANY OUTPUTS RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER'S SPECIFIC USE CASE.
(c) FROM TIME TO TIME, UNIT MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH CUSTOMER MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT UNIT'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
9. INDEMNIFICATION. You shall indemnify and hold Unit, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Unit Party" and collectively, the "Unit Parties") harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (i) Customer Content; (ii) your use of, or inability to use, the Services; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules, or regulations. Unit reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Unit in asserting any available defenses. This provision does not require you to indemnify any of the Unit Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation, concealment, suppression or omission of any material fact in connection with the Services or any other service provided hereunder. You agree that the provisions in this section will survive any termination of your account, this Agreement and/or your access to the Services.
10. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,: (A) IN NO EVENT WILL UNIT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT; AND (B) IN NO EVENT WILL UNIT'S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE GREATER OF (i) THE TOTAL AMOUNT PAID TO UNIT BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (ii) $100; OR (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY'S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A COMPANY PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
11. GENERAL PROVISIONS.
11.1 Governing Law. This Agreement will be governed by the laws of the State of California, exclusive of conflict or choice of law rules.
11.2 Assignment; Subcontractors. Customer may not assign this Agreement, including any rights or obligations arising hereunder, without the prior written consent of Unit. Unit may assign this Agreement without the consent of Customer in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or to any affiliate. Any attempted assignment or transfer by Customer in violation of the foregoing will be null and void. This Agreement will be binding upon each party's respective permitted successors and assigns. Customer agrees that Unit may subcontract certain aspects of the Services to qualified third parties, provided that any such subcontracting arrangement will not relieve Unit of any of its obligations hereunder.
11.3 Notices. Any notice under this Agreement must be given in writing to the other party (a) if to Unit, then to support@unit.inc or 535 Mission Street, Floor 14, San Francisco, CA 94105; and (b) if to Customer, then to the email address associated with Customer's account. Notices will be deemed to have been given upon: (a) receipt (or when delivery is refused) if delivered in person or sent by recognized courier service, or (b) delivery, if sent by email that references this Section 11.3.
11.4 Force Majeure. Any delay in the performance of any duties or obligations of either party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outage, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
11.5 Export. Customer agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Unit, or any products using such data, in violation of the United States export laws or regulations. Further, each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the Unit Technology is provided ("Export Laws") to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of the Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws. Customer further represents that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.
11.6 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at: support@unit.inc. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
11.7 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
11.8 Agreement Updates. Unit may update or modify this Agreement from time to time by posting a revised version at https://getgtv.com and updating the "Last Modified" date at the top of this Agreement. If Unit makes any material changes, Unit will also send notice to Customer at the email address associated with Customer's account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an account and thirty (30) days after posting for users with an account. Unit may require Customer to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICES.
11.9 Miscellaneous. This Agreement (as may be modified from time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings. To the extent of any inconsistency between this Agreement and an Order, the Order shall prevail solely to the extent of the inconsistency. No terms of any purchase order, acknowledgement, or other form provided by Customer will modify this Agreement, regardless of any failure of Unit to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party was the drafter hereof. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture, or employee-employer relationship is intended or created by this Agreement. There are no third-party beneficiaries of this Agreement.
12. ARBITRATION AGREEMENT
12.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Unit agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Services or of the GTV platform, any communications you receive, any products sold or distributed through the GTV platform, the Services, or this Agreement and prior versions of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (1) you and Unit may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Unit may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that were not noticed at the time you first became subject to this Agreement but that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
12.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Unit. If that occurs, Unit is committed to working with you to reach a prompt, low-cost and mutually beneficial resolution. You and Unit agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court ("Informal Dispute Resolution"). You and Unit agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.
To initiate Informal Dispute Resolution, a party must give notice in writing to the other party ("Notice"). Such Notice to Unit should be sent by email to support@unit.inc or regular mail to our offices located at 535 Mission Street, Floor 14, San Francisco, CA 94105. The Notice must include: (1) your name, telephone number, mailing address, and e-mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. Unit will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a Unit representative).
The Informal Dispute Resolution process lasts forty-five (45) days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.
The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
12.3 Waiver of Jury Trial. YOU AND UNIT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Unit are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled "Applicability of Arbitration Agreement" above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
12.4 Waiver of Class and Other Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection entitled "Batch Arbitration." Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, "Waiver of Class and Other Non-Individualized Relief," are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Unit agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in San Francisco, California. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Unit from participating in a class-wide or mass settlement of claims.
12.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and Unit agree that either party shall have the right to finally resolve the Dispute through binding arbitration.
The arbitration will be administered by the National Arbitration & Mediation ("NAM") in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the "NAM Comprehensive Rules") in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the "NAM Mass Filing Rules"; together with the NAM Comprehensive Rules, the "NAM Rules"), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Demand"). The Demand must include: (1) the name, telephone number, mailing address, e-mail address of the party seeking arbitration, and the account username (if applicable), as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Unit should be sent by email to support@unit.inc or regular mail to our offices located at 535 Mission Street, Floor 14, San Francisco, CA 94105. Unit will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date.
If the party requesting arbitration is represented by counsel, the Demand shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery ("Counsel's Certification").
Unless you and Unit otherwise agree, or the Batch Arbitration process discussed in Section 12.9 is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the county where you reside or San Francisco, CA, at your election. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the "Fee Schedules").
You and Unit agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
You and Unit agree that at least fourteen (14) days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party's costs from the time of the offer.
12.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from NAM's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process under Section 12.9 is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.
12.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding the subsection entitled "Waiver of Class and Other Non-Individualized Relief," including any claim that all or part of the subsection entitled "Waiver of Class and Other Non-Individualized Relief" is unenforceable, illegal, void or voidable, or that such subsection has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and Unit. Judgment on the arbitration award may be entered in any court having jurisdiction.
12.8 Attorneys' Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party's, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel's Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If you or Unit need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall be entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration.
12.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Unit agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Unit by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90)-day period, NAM shall (1) administer the arbitration Demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled ("Batch Arbitration"). NAM shall administer all batches concurrently, to the extent possible.
All parties agree that Demands are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the "Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Unit.
You and Unit agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.
12.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to support@unit.inc or 535 Mission Street, Floor 14, San Francisco, CA 94105, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your GTV account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt-out notices from any third party purporting to act on your behalf will have no effect on your or Unit's rights. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.
12.11 Invalidity, Expiration. Except as provided in the subsection entitled "Waiver of Class or Other Non-Individualized Relief," if any part or parts of this Arbitration Agreement (other than Section 12.9) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if Section 12.9 of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in San Francisco, California. You further agree that any Dispute that you have with Unit as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitations for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
12.12 Modification. You and Unit agree that Unit retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted at https://getgtv.com and you should check for updates regularly. Notwithstanding any provision in this Agreement to the contrary, Unit agrees that if Unit makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Services, including the acceptance of products and services offered through the Services following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validly opt out of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Unit will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
13. DEFINITIONS. Capitalized terms have the meaning set forth below or as defined within this Agreement.
13.1 "AI Tools" means the generative artificial intelligence and machine learning services or applications that are integrated into GTV, including without limitation, third-party large language and diffusion models.
13.2 "Applicable Privacy Laws" means the data protection, data security and privacy laws and regulations of any jurisdiction applicable to the Services under this Agreement.
13.3 "Credits" means the units of usage allocated to Customer's account (as specified in the applicable Order) that may be applied against use of certain features and functionalities of the Services, including the generation of Outputs through use of GTV and the AI Tools.
13.4 "Customer Content" means any content or information uploaded or transmitted to the Services by Customer, including from Third-Party Services. Customer Content includes Inputs, Outputs and Customer Marks. Customer Content does not include Performance Data.
13.5 "Customer Marks" means Customer's trademarks, tradenames, service marks, and logos.
13.6 "Documentation" means all specifications, user manuals, and other technical materials relating to the Services that may be provided or made available to Customer from time to time, and as may be modified by Unit at its sole discretion.
13.7 "Fees" means the fees payable for the Services as set forth on the Order or otherwise due under this Agreement, including Overage Fees.
13.8 "Unit Technology" means the Services, Performance Data, the Documentation, and all applicable software, data, or technical information used by Unit or provided to Customer in connection with the foregoing.
13.9 "Order" means an order presented to you by Unit or within Unit's website in connection with your acceptance of this Agreement and subscription to the Services, which describes the details of your subscription, including subscription terms and applicable Fees.
13.10 "Overage Fees" means the fees payable by Customer for use of the Services in excess of the monthly Credit Allocation, calculated at the applicable overage rates set forth in the applicable Order or as otherwise communicated by Unit to Customer, which rates may be updated by Unit from time to time.
13.11 "Performance Data" means general performance and usage data about the Services, including metadata regarding Customer's use of the Services (such as technical logs, task types, completion rates, and Services success metrics). Performance Data does not identify Customer.
13.12 "Personal Data" means Customer Content that constitutes "personal data," "personal information," or "personally identifiable information" defined in Applicable Privacy Laws or information of a similar character regulated thereby, except that Personal Data does not include such information received by Unit directly or from other sources (such as its other customers) independent of Unit's relationship with Customer.
13.13 "Third-Party Service" means any third-party service or application connected to, or integrated with, the Services by or on behalf of Customer.