Last updated on 11/06/2025
These Terms of Service (this “Agreement”) constitute a binding contract between you either as an individual, if you are accessing the Services in your personal capacity, or on behalf of the organization you represent (“you,” “your,” or “Customer”) and Uitify, Inc. (“Uitify,” “we,” or “us”). This Agreement governs your access to and use of Uitify’s services (as defined below) and applies to all individuals you authorize to access your account.
By signing up for or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. Customer and Uitify may be referred to individually as a “Party” and collectively as the “Parties.”
Uitify provides consulting and advisory services (“Services”) across multiple domains including but not limited to design, sales, engineering, operations, and strategic development by assigning qualified professionals (the “Consultants”) to assist customers in achieving their business objectives.
Consulting and Services
1.1 Consulting Support. Uitify will use commercially reasonable efforts to provide ongoing consulting and advisory support as described in any applicable Order Form (the “Services”), which may include design, sales, engineering, operations, or strategic consulting.
1.2 Additional Services. Any additional Services will be outlined in separate, executed Order Forms. Except as expressly stated in this Agreement or an Order Form, Uitify is not obligated to provide future Services beyond those agreed upon.
1.3 License. Unless such access is provided directly by the Customer, Uitify grants Customer a limited, non-transferable right to access and use the software, tools, or equipment (including third-party platforms such as Figma, Framer, CRM, or engineering tools) solely as necessary to receive and utilize the Services and deliverables. All use remains subject to this Agreement and timely payment of applicable fees.
1.4 Documentation. Uitify may provide manuals, guides, or training materials (“Documentation”) describing the use of deliverables, software, or tools. Documentation is provided solely to support authorized use of the Services and remains subject to the restrictions set forth in Section 3 (Restrictions on Use of Services).
Financial Terms
All payments for the Services shall be made in accordance with the pricing, schedule, and terms set forth in the applicable Purchase Order (“PO”) issued by Customer and accepted by Uitify. The Purchase Order shall govern the specific fees, deliverables, and payment timing for each engagement. In the event of any conflict between the terms of this Agreement and an accepted Purchase Order, the Purchase Order shall control solely with respect to pricing and payment terms. No work shall commence until a valid PO has been received and acknowledged by Uitify.
2.1 Fees. Customer will pay Uitify the fees specified in the applicable Order Form (“Fees”). For recurring subscriptions, Customer authorizes Uitify to automatically charge the payment method on file until termination of the Agreement or Order Form. Uitify may correct pricing errors and update rates upon notice.
2.2 Invoices and Payment. Invoices are due within ten (10) days of issue, or by the due date stated on the invoice, whichever comes first, and may be charged automatically to the Customer’s stored payment method. Payments must be made in U.S. Dollars via ACH, wire transfer, or another approved method. Customer is responsible for maintaining current and accurate billing information.
2.3 Late Fees and Taxes. Past due balances accrue a 1% monthly interest (or the maximum allowed by law). Customer is responsible for all applicable sales, use, or similar taxes, excluding taxes based solely on Uitify’s income.
Term and Termination
This Agreement shall remain in effect until terminated in accordance with its terms. Either Party may terminate this Agreement (a) for cause, if the other Party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof, or (b) for convenience, upon written notice, subject to any minimum term or payment obligations set forth in the applicable Order Form.
Upon termination, all rights and licenses granted under this Agreement shall immediately terminate, and all outstanding amounts owed by Customer shall become immediately due and payable. If the Customer has entered into a multi-month plan or other fixed-term commitment, all remaining payments for the unexpired portion of the term shall become immediately due and payable upon termination, regardless of the date of termination.
Customer Restrictions and Responsibilities
Except in connection with a bona fide acquisition, merger, or corporate reorganization involving the Customer, the Customer shall not sublicense, resell, assign, or distribute any deliverables or documentation, or otherwise transfer any rights granted under this Agreement without Uitify’s prior written consent. The Customer shall not use Uitify materials to transmit any viruses, malicious code, or unlawful content; infringe upon any third-party intellectual property rights; violate any applicable laws or regulations; remove or obscure proprietary notices; or enable, assist, or permit any third party to engage in such activities. Uitify reserves the right to suspend or revoke access to the Services, without refund, if it reasonably determines that the Customer has engaged in, or intends to engage in, any prohibited conduct. The Customer remains solely responsible for maintaining its own systems, equipment, and account security, providing Uitify with the necessary access to perform the Services, and ensuring that all authorized users comply with the terms of this Agreement.
Confidentiality and Non-Solicitation
Each Party agrees to maintain the confidentiality of all non-public information disclosed by the other Party and to use such information solely for purposes of performing under this Agreement. Each Party shall protect the other’s Confidential Information with at least a reasonable degree of care. Confidentiality obligations survive for two (2) years after termination, except that trade secrets remain protected as long as permitted under applicable law.
During the Term of this Agreement and for one (1) year thereafter, neither Party shall directly or indirectly solicit, recruit, or induce any employee, consultant, or contractor of the other Party to leave or provide services to the soliciting Party or its affiliates. A violation of this clause constitutes a material breach allowing the non-breaching Party to terminate this Agreement immediately. Upon such termination, the breaching Party’s confidentiality obligations shall be null and void, while the non-breaching Party’s obligations shall remain fully enforceable.
Intellectual Property
All deliverables and materials created specifically for the Customer (“Deliverables”) become the Customer’s exclusive property only upon full payment of all applicable fees. Such materials may not be used for any unlawful or infringing purpose. Uitify retains ownership of its background tools, methodologies, know-how, and pre-existing intellectual property, and may reuse general concepts and non-confidential learnings. Feedback provided by Customer may be freely used by Uitify without obligation.
Customer Logo Use
Customer grants Uitify a limited, non-exclusive, royalty-free right to use its name and logo (“Marks”) for marketing, reference, design, and product development purposes, including on websites and materials identifying Customer as a client, in line with Customer’s brand guidelines. Upon Customer’s request, Uitify may assist in designing or refining the logo or related brand assets. Uitify will cease use upon written request.
Warranties and Disclaimers
Uitify warrants that it will perform all Services in a professional and workmanlike manner consistent with industry standards. Except as expressly stated, all Services and deliverables are provided “as is,” and Uitify disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
Limitation of Liability
Neither Party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, revenue, business opportunities, or data, arising out of or related to this Agreement, even if advised of the possibility of such damages. Each Party’s total aggregate liability for any and all claims arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall be strictly limited to the total Fees actually paid by the Customer to Uitify during the six (6) month period immediately preceding the event giving rise to the claim. This limitation shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.
Amendments to These Terms
Uitify may modify or update these Terms of Service from time to time. Any changes will be effective upon posting the updated version on Uitify’s website or other communication channel. If the changes are material, Uitify will provide reasonable notice through the Services, by email, or other means. Continued use of the Services after the effective date of any updated Terms constitutes Customer’s acceptance of those changes. If Customer does not agree to the updated Terms, Customer must stop using the Services.
General Provisions