Last updated on 04/11/2025
These Terms of Service (this “Agreement”) constitute a binding agreement between you, as an individual to the extent you’re accessing the Service in your individual capacity, or the organization that you represent (“you”, “your” or “Customer”) to include all individuals you authorize to access your account, and governs your use of Uitify, Inc.’s (“Uitify”) Services (as defined below). By signing up to use the Services, you agree to these Terms and to Uitify’s Privacy Policy, which is available at www.uitify.com/privacy-policy. Customer and Uitify are referred to herein individually as a “Party” and collectively as the “Parties”.
Uitify provides designer services by loan designers (the “Design”) to assist design development
Design and Services.
1.1 Design Support. Uitify will use commercially reasonable efforts to provide Customer ongoing support related to the design as set forth in any Order Form (“Design Support Services”).
1.2 Additional Services. During the term hereof, Uitify may agree to provide Customer with such additional services as are set forth on any Order Forms executed hereunder (together with the design Support Services, the “Services”). Except as specified herein or in an executed Order Form, nothing in this Agreement or in any Order Form shall be construed as a guarantee of future Services outside the scope of any executed Order Form.
Financial Terms.
2.1 Fees. In consideration for the grant of the License and the provision of the Services, Customer shall pay to Uitify the fees set forth in the applicable Order Form (the “Fees”) in accordance with this Section 2. If Customer’s payment of the Fees is subject to recurring charges, then Customer hereby consents to Uitify’s charging Customer’s payment method on record with Uitify on a recurring basis without requiring Customer’s prior approval for each recurring charge, until termination of this Agreement or any applicable Order Form. Uitify may update its pricing at any time and reserves the right to correct any errors or mistakes in pricing, even if Uitify has already requested or received payment. Uitify also reserves the right to refuse any order placed with respect to the Services.
2.2 Invoices. Unless otherwise indicated on an Order Form, all invoices shall be due and payable within ten (10) days of the date of the invoice, and may be satisfied via an automatic charge to the credit card Customer keeps on file in Customer’s online account with the Services. Customer hereby agrees that Uitify may charge any such credit card in Customer’s account for any Fees incurred by the Customer.
2.3 Method of Payment. Unless Uitify states otherwise in writing, all amounts due and payable hereunder shall be paid (a) in U.S. Dollars, and (b) by ACH or Wire Transfer via an authorized Uitify payment processor, by automated clearing house transfer or by any other method approved in writing by Uitify. Customer agrees to provide current, complete and accurate purchase and account information for all purchases made with respect to the Services. Customer further agrees to promptly update account and payment information, including email address, payment method and payment card expiration date, so that Uitify can complete such transactions and contact Customer as needed.
2.4 Interest and Taxes. If full payment is not received by the due date, 10% (ten percent) of the outstanding amount will be charged as a late payment fee. Additionally, a charge of 1% (one percent) will accrue monthly on the full amount outstanding (including the late payment fee). In areas where interest charges are restricted, the charge will amount to 1% or the highest amount permitted by applicable law, whichever is lower. Customer will be responsible for, and will pay all sales and similar taxes, and all similar fees levied upon the provision of the design and the Services, excluding only taxes based solely on Uitify’s income. Customer will indemnify and hold Uitify harmless from and against any and all such taxes and related amounts levied upon the provision of the Services and any costs associated with the collection or withholding thereof, including penalties and interest.
Customer Restrictions and Responsibilities.
3.1 Restrictions on Use of design. Except as expressly authorized by this Agreement, Customer may not: (a) sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the design or the Documentation (or any components of the foregoing); (b) use the design to store or transmit any viruses, design routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm design, hardware or data, or to perform any other harmful actions; (c) use the design or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable Laws; (d) disclose to any third party any performance information or analysis relating to the design; (e) use the components of the design or allow the transfer, transmission, export or re-export of such design components or any portion thereof in violation of any export control Laws administered by the U.S. Commerce Department, OFAC, or any other government agency; (f) remove, alter or obscure any proprietary notices in or on the design, including any copyright notices; or (g) cause its personnel or any third party to do any of the foregoing. Customer will use its best efforts to prevent unauthorized access to, and use of, any passwords, and will immediately notify Uitify in writing of any unauthorized use that comes to Customer’s attention. Notwithstanding anything to the contrary in this Agreement, Uitify may temporarily suspend or permanently revoke Customer’s access to the Service if Uitify determines or reasonably suspects that Customer has or intends to violate, or has assisted others in violating or preparing to violate, any provision of this Section 3 (any such temporary suspension, a “Service Suspension” and any such revocation, a “Service Revocation”). Uitify shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any third party may incur as a result of a Service Suspension or Service Revocation, and Customer shall not be entitled to any refunds of any Fees on account of any Service Suspension or Service Revocation. Any breach by Customer of any provision of this Section 3 shall be an incurable material breach and will entitle Uitify to terminate this Agreement and any Order Forms immediately pursuant to Section 8.2(a).
3.2 Customer Responsibilities. Customer shall be solely responsible for: (a) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the design and the Services; (b) maintaining the security and accuracy of Customer’s infrastructure, equipment, accounts, passwords (including but not limited to administrative and user passwords) and files; (c) providing Uitify and its personnel with support and system access needed to perform the Services; and (d) all acts and omissions of Authorized Users in connection with their use of the design and Services.
Confidentiality.
4.1 Definition. “Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) concerning or related to this Agreement or the Disclosing Party (whether before, on, or after the Effective Date) that is marked “Confidential” or “Proprietary” or with similar designation by the Disclosing Party, or that otherwise should reasonably be deemed to be confidential based on the context and nature of the information. Confidential Information includes, but is not limited to, computer programs in source and/or object code, technical drawings, algorithms, know-how, prototypes, models, samples, formulas, processes, ideas, inventions (whether patentable or not), discoveries, methods, strategies and techniques, research, development, design details and specifications, financial information, procurement and/or purchasing requirements, customer lists, information about investors, employees, business or contractual relationships, sales and merchandising data, business forecasts and marketing plans, and similar information.
4.2 Obligations. The Receiving Party shall maintain in confidence the Confidential Information during the term of this Agreement and for a period of two (2) years thereafter, and will not use such Confidential Information except as expressly permitted in this Agreement; provided, however, that any trade secrets shall be treated confidentially for so long as such information qualifies for protection as trade secret under applicable law. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under this Agreement. In addition, the Receiving Party will only disclose Confidential Information to its directors, officers, employees and/or contractors who have a need to know such Confidential Information in order to perform their duties under this Agreement, and only if such directors, officers, employees and/or contractors are bound by confidentiality obligations with respect to such Confidential Information no less restrictive than the non-disclosure obligations contained in this Section 4.2. The Parties agree that Customer Data (as defined below) shall be considered Customer’s Confidential Information and the terms and conditions of this Agreement will be treated as Confidential Information of both Parties and will not be disclosed to any third party; provided, however, that each Party may disclose the terms and conditions of this Agreement (a) to such Party’s legal counsel, accountants, banks, financing sources and their advisors, (b) in connection with the enforcement of this Agreement or rights under this Agreement, or (c) in connection with an actual or proposed merger, acquisition, or similar transaction.
4.3 Exceptions. Notwithstanding anything to the contrary herein, Confidential Information will not include information that: (a) is in or enters the public domain without breach of this Agreement and through no fault of the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without use of or reference to, the Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. In addition, the Receiving Party may disclose Confidential Information that is required to be disclosed by applicable Laws or by a subpoena or order issued by a court of competent jurisdiction or other governmental authority (each, an “Order”), but solely on the conditions that the Receiving Party, to the extent permitted by applicable Laws: (i) gives the Disclosing Party written notice of the Order promptly after receiving it; and (ii) cooperates fully with the Disclosing Party before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to the disclosure of the information required by the Order and seek a protective order or other appropriate relief. In the event of any dispute between the Parties as to whether specific information is within one or more of the exceptions set forth in this Section 4.3, the Receiving Party will bear the burden of proof, by clear and convincing evidence, that such information is within the claimed exception(s).
4.4 Remedies. The Receiving Party acknowledges that any unauthorized disclosure of Confidential Information will result in irreparable injury to the Disclosing Party, which injury could not be adequately compensated by the payment of money damages. In addition to any other legal and equitable remedies that may be available, the Disclosing Party will be entitled to seek and obtain injunctive relief against any breach or threatened breach by the Receiving Party of the confidentiality obligations hereunder, from any court of competent jurisdiction, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies, or post any bond or other security.
Intellectual Property Rights.
5.1 Generally. Except as specified in Section 5.3, no provision of this Agreement shall be construed as an assignment or transfer of ownership of any copyrights, patents, trade secrets, trademarks, or any other intellectual property rights (collectively, “Intellectual Property Rights”) from either Party to the other.
5.2 Design and Services. Uitify shall own and retain all right, title and interest in and to the name, logo, trademarks, and service marks (collectively, “Marks”) associated with its business; (b) the Uitify design guide and Documentation; and (c) all Intellectual Property Rights related to any of the foregoing. Uitify reserves all rights in and to the design and the Documentation not expressly granted to Customer in this Agreement.
5.3 Feedback. If Customer or any of its Authorized Users submits written suggestions or recommended changes to the design or Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, the “Feedback”), Uitify is free to use such Feedback regardless of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Uitify, on Customer’s behalf and on behalf of its Authorized Users and/or agents, all Intellectual Property Rights in and to the Feedback, for any purpose whatsoever, although Uitify is not required to use any Feedback.
5.4 Use of Customer Marks. Customer shall own and retain all right, title, and interest in and to the Marks and Designs relating to Customer’s business and all Intellectual Property Rights related thereto. Notwithstanding the foregoing, the Client grants Uitify the right to use the materials created under this contract, including but not limited to designs, mockups, and final deliverables, for promotional purposes on its website, marketing materials, and case studies, solely to refer to Customer as a customer of Uitify and to showcase the work done by Uitify. It is agreed that Uitify must be able to show some designs for marketing purposes. Such use of Designs will be subject to Customer’s prior written approval for each specific Design.
5.5 User Content. Uitify respects the rights of third-party creators and content owners and expects that you will do the same. Given the nature of the Services and the volume of information submitted, Uitify cannot and does not monitor all messages, data, information, text, graphics, audio, video or other materials and content of any kind posted/uploaded/transmitted to or through the Services by Uitify users (collectively, “User Content”, and any such User Content posted to or through your account, “Your Content”). You expressly agree that Uitify: (a) will not be liable for any User Content and (b) reserve the right to review, reject, delete, remove, modify, or edit any User Content that it reasonably believes will be detrimental to the design and/or Uitify’s business operations upon reasonable notice and right to cure to Customer. Uitify reserves the right, but is not obligated, to remove User Content from the Services for any reason, including any of Your Content that Uitify reasonably believes violates this Agreement. For clarity, the rights you grant in this license are for the limited purpose of operating, developing and improving our Services. Subject to the limited license below, you retain all of your rights in all of Your Content. Unless agreed otherwise in writing signed by Uitify, by submitting Your Content, you hereby grant to Uitify for the purpose of providing you the Services a royalty-free, revocable, non- transferable, exclusive right and license to access your account and Your Content and to process and submit Your Content in furtherance of providing the Services. By submitting and posting Your Content on the Services, you hereby represent and warrant to us that (a) you have all necessary authority, rights and permissions to submit Your Content and grant the licenses described in the previous paragraph; (b) Your Content is accurate, current and complete; (c) Your Content does not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights; and (d) submitting Your Content does not violate any applicable law, regulation or any agreements between you and a third party, or otherwise cause injury to any third party.
Representations, Warranties, Remedies and Disclaimers.
6.1 Generally. Each Party represents and warrants that (a) it is validly existing and in good standing under the Laws of the place of its establishment or incorporation, (b) it has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, (c) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement, and (d) this Agreement is valid, binding and enforceable against it in accordance with its terms, except to the extent limited under Laws relating to insolvency, bankruptcy, and the like.
6.2 Uitify’s Representations and Warranties. Uitify represents and warrants that (a) the design will conform, in all material respects, to the Documentation and any other specifications set forth in the applicable Order Form, and (b) it will perform the Services, if any, in a professional and workmanlike manner.
6.3 Customer’s Representations and Warranties. Customer represents and warrants that Customer: (a) will use the design and the Services only in compliance with this Agreement and all applicable local, state, federal and international laws and regulations, rules, orders, and ordinances (collectively, “Laws”); and (b) shall not infringe upon any third party’s Intellectual Property Rights in its use of the design and the Services.
6.4 Disclaimer. THE DESIGN AND SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Uitify DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE DESIGN AND THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (A) WARRANTIES OF MERCHANTABILITY; (B) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT Uitify KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (C) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE.
6.5 Design and Services Not Professional Advice. CUSTOMER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT: (a) Uitify IS NOT A LAW FIRM AND AS SUCH Uitify DOES NOT PROVIDE LEGAL ADVICE, OR ANY KIND OF PROFESSIONAL ADVICE, OF ANY KIND WHATSOEVER, (b) CUSTOMER IS RESPONSIBLE FOR ALL ASPECTS OF COMPLIANCE WITH APPLICABLE LAW PERTAINING TO CUSTOMER’S BUSINESS ACTIVITIES, (c) THE design, SERVICES, DOCUMENTATION, AND ALL INFORMATION AND MATERIALS PROVIDED THEREIN ARE PROVIDED TO CUSTOMER SOLELY FOR INFORMATIONAL AND ADMINISTRATIVE PURPOSES AND DO NOT CONSTITUTE LEGAL ADVICE OR ANY OTHER FORM OF PROFESSIONAL ADVICE AND SHALL NOT BE RELIED ON BY CUSTOMER AS ANY FORM OF LEGAL OR PROFESSIONAL ADVICE, (d) THE design, SERVICES, DOCUMENTATION, AND THE INFORMATION AND MATERIALS THEREIN IS NOT INTENDED TO CREATE AN ATTORNEY-CLIENT RELATIONSHIP, AND (e) Uitify MAKES NO REPRESENTATION THAT ANY COMMUNICATIONS BETWEEN CUSTOMER AND Uitify WILL BE SUBJECT TO ANY ATTORNEY-CLIENT PRIVILEGE. IF CUSTOMER REQUIRES LEGAL ADVICE AT ANY TIME, CUSTOMER SHALL CONSULT WITH A LICENSED ATTORNEY.
6.6 Data Maintenance. Uitify will maintain certain data that you transmit via the Services for the purpose of managing the performance of the Services. Although Uitify performs regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that Uitify shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Uitify arising from any such loss or corruption of such data.
Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) EXCEPT FOR CUSTOMER’S OBLIGATION TO PAY THE FEES, A BREACH OF SECTION 4 (CONFIDENTIALITY) OR SECTION 5 (INTELLECTUAL PROPERTY RIGHTS), AND CUSTOMER’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 8, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO Uitify DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO SUCH LIABILITY.
Term, Termination and Effect of Termination.
8.1 Term. This Agreement commences upon the Effective Date and continues in effect until the expiration of the period specified in the initial Order Form (the “Initial Term”). Thereafter, in the event that the Parties execute one or more subsequent Order Forms, this Agreement will automatically renew for the time period specified in such additional Order Form(s) (each, a “Renewal Term”). Each Order Form shall specify a term applicable to such Order Form.
8.2 Termination. Notwithstanding Section 8.1, either Party may terminate this Agreement, including all related Order Forms, as follows: (a) if the other Party materially breaches this Agreement (including, without limitation, in the case of Customer, nonpayment of the Fees) and does not remedy such failure within thirty (30) days after its receipt of written notice of such breach (unless the breach is of a nature that is incapable of being cured, in which case the non-breaching Party may terminate this Agreement immediately upon written notice); (b) if the other Party terminates its business activities or becomes insolvent, admits in writing to inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; (c) either Party may terminate this Agreement for convenience, upon written notice, provided that: (i) if the Customer is on a monthly subscription, termination will take effect fifteen (15) days from the date of notice, with prorated Fees applying during that period; and (ii) if the Customer is on a six-month contract, the Customer shall remain obligated to pay for the entire six-month term, regardless of early termination; (d) as otherwise expressly set forth in this Agreement or in an applicable Order Form.
8.3 Effect of Termination. Upon any termination of this Agreement: (a) the License and any other rights granted to Customer under this Agreement with respect to the design and the Services will immediately cease, (b) Customer shall immediately pay to Uitify all amounts due and payable up to and through the effective date of termination, (c) except for a termination by Customer pursuant to Section 8.2(a) or a termination by Uitify pursuant to Section 8.2(c), Uitify shall have no obligation to refund any prepaid Fees, and (d) the Receiving Party will, at the option of the Disclosing Party, promptly return to the Disclosing Party or destroy all Confidential Information of Disclosing Party then in the Receiving Party’s possession. Upon Uitify’s termination of this Agreement pursuant to Section 8.2(c), Customer shall be entitled to a refund of Fees for any period for which Customer has already paid but will not receive Services. Notwithstanding any terms to the contrary in this Agreement, any provision of this Agreement that, by its nature and context, is intended to survive this Agreement (including, without limitation, Customer’s obligation to pay any unpaid Fees and Sections 4 through 11, inclusive) will survive any termination of this Agreement. In no event will termination relieve the Customer of its obligation to pay any Fees payable to Uitify prior to the effective date of termination. In addition, if Uitify terminates or suspends Customer’s account for any reason, Uitify reserves the right to prohibit Customer from registering and creating a new account under Customer’s name, a fake or borrowed name, or the name of any third party, even if Customer may be acting on behalf of the third party.
8.4 Trial Period: Uitify may, at its sole discretion, offer a trial period (“Trial Period”) to the Customer. The duration, scope, and whether the Trial Period is free or paid shall be specified in the applicable Order Form. The Trial Period will commence upon acceptance by Uitify and will continue until the earliest of: (a) the end of the Trial Period as communicated to the Customer, (b) the effective date of any new Order Form executed by the Customer for paid Services, or (c) termination of the Trial Period by Uitify at its sole discretion.
General Provisions.
9.1 Entire Agreement. This Agreement, including all exhibits to this Agreement, all of which are incorporated herein by reference, sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.
9.2 Independent Contractors. Neither Party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other Party, and the relationship between the Parties will only be that of independent contractors. Neither Party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.
9.3 Dispute Resolution. The Parties agree to resolve any dispute, claim or controversy arising out of or relating to this Agreement according to the terms of this Section 11.3. First, the Parties agree to attempt in good faith to resolve the dispute through informal resolution. Second, if the dispute is not resolved through informal resolution, the Parties agree to participate in binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in San Francisco, California. The Parties agree that, in the event of arbitration (or in the event of a lawsuit if this arbitration clause is deemed invalid or does not apply to a given dispute) the prevailing Party shall be entitled to costs and fees (including reasonable attorneys’ fees). Either Party may bring a lawsuit solely for injunctive relief without first engaging in the dispute resolution process described in this Section 11.3. In the event that the dispute resolution procedures in this Section 11.3 are found not to apply to a given claim, or in the event of a claim for injunctive relief as specified in the previous sentence, the Parties agree that any judicial proceeding will be brought in the state courts located in Santa Clara County, San Mateo County or the City and County of San Francisco, California. Both Parties consent to venue and personal jurisdiction there. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS AGREED TO OTHERWISE BY THE PARTIES, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.
9.4 Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.
9.5 Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by either Party, by operation of applicable Laws or otherwise, without the prior written consent of the other Party, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Notwithstanding the foregoing, either Party may assign its rights and obligations hereunder in connection with a merger, reorganization, consolidation, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective representatives, heirs, administrators, successors and permitted assigns.
9.6 Amendments and Waivers. No modification, addition or deletion, or waiver of any rights under this Agreement will be binding on a Party unless in writing and signed by a duly authorized representative of each Party. No failure or delay (in whole or in part) on the part of a Party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by applicable Laws. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. Uitify reserves the right to change the terms of this Agreement from time to time, with or without notice to you. If you continue to use the Services, you consent to the new terms of the Agreement. Any changes to this Agreement will become effective on the “Last Updated” date indicated above. If you continue to use the Services after such date, you consent to the new terms of the Agreement.
9.7 Notices. Any notice made pursuant to this Agreement will be in writing and will be deemed delivered on (a) the date of delivery if delivered personally, (b) five (5) calendar days (or upon written confirmed receipt) after mailing if duly deposited in registered or certified mail or express commercial carrier, or (c) one (1) calendar day (or upon written confirmed receipt) after being sent by email, addressed to Customer at the address or email address on record with Uitify in Customer’s account information, or addressed to Uitify at the address or email address set forth in the section titled “Contact Uitify” below, or to such other address or email address as may be hereafter designated by either Party. Any notice to Customer pertaining to an Order Form may be made by Uitify to the contact listed by Customer for such purpose in the applicable Order Form. Notwithstanding the above, you consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications that Uitify provides to you electronically, via email and the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY Uitify OR VIA THE SERVICES.
9.8 Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
9.9 Force Majeure. Neither Party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including, but not limited to, natural disasters (fire, storm, floods, earthquakes, etc.), a pandemic, acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of any third party services, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.
9.10 Construction. This Agreement shall be deemed to be the product of all of the Parties, and no ambiguity shall be construed in favor of or against any one of the Parties.
9.11 U.S. Government Rights. If Customer is a federal government entity, Uitify provides the Services, including related design and technology, for ultimate federal government end use solely in accordance with the following: Technical data and computer design rights related to the Services include only those rights customarily provided to the public as set forth in this Agreement. The license rights hereunder are provided in accordance with Federal Acquisition Regulation (“FAR”) 12.211 (Technical Data) and FAR 12.212 (Computer design) and, for U.S. Department of Defense transactions, Defense Federal Acquisition Regulation Supplement (“DFARS”) 252.227-7015 (Technical Data – Commercial Items) and DFARS 227.7202-3 (Rights in Commercial Computer design or Computer design Documentation).