THIS TERMS OF SERVICE constitutes a legally binding agreement between Unima LLC (The “Agency”), a limited liability company organized under the laws of the state of Wyoming, and the Client, whether personally or on behalf of a company (”Client”) and are designed to govern the user’s use of any of the services we provide through our website. Any updates, changes, or modifications to the terms of service will be updated on this page. Signing up for our services means complete acceptance from your side. If you do not agree with the terms mentioned, please refrain from submitting any personal information and using this website.
Subject to these Terms of Service, Unima LLC will carry out reasonable efforts to provide you the agreed-upon Service(s) stated on the https://www.unima.io website. the Agency has the right to discontinue, terminate, modify or abort any Services with immediate effect.
2.2 Service Scope of Work.
Once agreed to this Agreement, the Client is hiring the Agency to produce the Work Product agreed upon on the Scope of Work file that is shared through email(s) under the (unima.io) domain. The Scope of Work lays out all the related objectives, deliverables, milestones, and required investments to sufficiently produce the Work Product.
Unima LLC ensures that we provide sufficient support and feedback to any on-going agreement and before acceptance of the final version of the Work Product. However, the Agency will not provide support for any deliverable once the Client accepts it unless otherwise agreed in writing.
2.4 Meetings; Feedbacks. The Agency will require the Client to provide timely feedback and to attend all agreed-upon meetings. Any delay in any of the feedbacks or the meetings will void the deadline and the contract will be an ongoing contract.
3.1 Client Owns All Work Product.
As part of the agreement, the Agency is creating a Work Product (e.g. Website) for the Client. The Agency hereby gives the Client this work product once the Client pays for it in full. This means the Agency is giving the Client all of its rights, titles, and interests in and to the Work Product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the Work Product however it wants or it can decide not to use it at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
3.2 Agency's Use Of Website.
Once the Agency gives the Work Product to the Client, the Agency does not have any rights to it, except those that the Client explicitly gives the Agency here. The Client gives permission to use the website as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the Work Product to make money or for any other commercial use.
3.3 Agency's Help Securing Ownership.
In the future, the Client may need the Agency's help to show that the Client owns the Work Product or to complete the transfer. The Agency agrees to help with that. For example, the Agency may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Agency, the Agency agrees that the Client can act on the Agency's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Agency after spending reasonable effort trying to do so, the Agency hereby irrevocably designates and appoints the Client as the Agency's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Agency and on the Agency's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 3.1 (Client Owns All Work Product).
3.4 Agency's IP That Is Not Work Product.
During the course of this project, the Agency might use intellectual property that the Agency owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are developed wireframes, the Agency’s UX-UI developed outside the Client’s engagement, pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Agency is not giving the Client this background IP. But, as part of the Contract, the Agency is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP. The Client cannot sell or license the background IP separately from its products or services. The Agency cannot take back this grant, and this grant does not end when the Work Product is delivered.
3.5 Agency's Right To Use Client IP.
The Agency may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Agency to build a website, the Agency may have to use the Client’s logo. The Client agrees to let the Agency use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Agency's job. Beyond that, the Client is not giving the Agency any intellectual property rights, unless specifically stated otherwise in this Contract.
3.6 Work Product Produced During the Free Trial.
The Agency and the Client may engage free of charge for a duration of 1 week. During this Free Trial the Agency owns all Work Product, unless (i) the Agency stated in writing that the Client owns the Work Product, (ii) the Client paid the agreed upon amount to own the Work Product, (iii) the Client has agreed to engage with the Agency to work on producing the Work Product and will pay the agreed upon amount at the agreed upon times according to Section 5 (Payment).
4.1 Ownership of Work Product Produced During the Free Trial.
All material, designs, code, strategy, or any product produced during the Free Trial are ownership of Unima LLC, the Agency and are prohibited from being used by the Client in any way. The Agency reserves the right to take appropriate legal actions against the Client in case of breach of this paragraph.
The Free Trial extends 7 non-working days that automatically start the following day the Client agrees to sign up to the Free Trial. Should the Client wish to start the Free Trial at a later date, then the Client should inform the Agency through an appropriate channel.
4.3 Transitioning from Free Trial to Paid Service
After the 7 non-working days the Client could choose either to continue the engagement and pay the deposit stated and agreed upon in the Scope of Work, or terminate the engagement in text. All materials produced fall under paragraph 4.1 (Ownership of Work Product Produced During the Free Trial) and section 3 (OWNERSHIP AND LICENSES.).
The Agency will invoice the Client in accordance with the milestones stated in the Scope of Work. The Client agrees to pay the amount owed within 14 days of receiving the invoice. Payment after that date will incur a late fee of 2.0% per month on the outstanding amount.
The Client will reimburse the Agency's expenses. Expenses need to be pre-approved by the Client.
Once the parties agree to continue the engagement past the 7 days of the free trial, a deposit will be required from the Client, it will fall under the terms stated in paragraph 5.1 (Invoices), and will be processed accordingly. The amount of the deposit invoice owed under this Agreement is non-cancelable and non-refundable. For any other invoice, the Agency reserves the right to deny refunds based on its own self discretion and without notice to the Client. Should the Client request a refund, all material produced by the Agency is under the ownership of Unima LLC and is prohibited from being used by the Client in any way. If the Client breach this paragraph, then the Agency reserves the right to take appropriate legal actions against the Client.
This section contains important promises between the parties.
6.2 Authority To Agree.
Each party promises to the other party that it has the authority to enter into this Agreement and to perform all of its obligations under this Agreement.
6.3 Agency Has Right To Give Client Work Product.
The Agency promises that it owns the work product, that the Agency is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Agency uses employees or subcontractors, the Agency also promises that these employees and subcontractors have signed contracts with the Agency giving the Agency any rights that the employees or subcontractors have related to the Agency's background IP and work product.
6.4 Agency Will Comply With Laws.
The Agency promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. laws and regulations.
6.5 Work Product Does Not Infringe.
The Agency promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Agency has the right to let the Client use the background IP, and that this Agreement does not and will not violate any agreement that the Agency has entered into or will enter into with someone else.
6.6 Client Will Review Work.
The Client promises to review the work product, to be reasonably available to the Agency if the Agency has questions regarding the project, and to provide timely feedback and decisions.
6.7 Client-Supplied Material Does Not Infringe.
If the Client provides the Agency with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
The Agreement ends upon delivery of the final product. Once entered into an Agreement, either party may end this Agreement for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Agreement and that the Agreement will end in 7 days. The Agreement officially ends once that time has passed. The party that is ending the Agreement must provide notice by taking the steps explained in Paragraph 13.2. The Agency must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Agency for the work done up until when the Agreement ends and will reimburse the Agency for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Agreement ends: 3 (Ownership and Licenses); 6 (Representations); 9 (Confidential Information); 10 (Limitation of Liability); 11. (Disclaimer); 12 (Indemnity); and 13 (General).
The Client is hiring the Agency as an independent contractor. The following statements accurately reflect their relationship:
This Agreement imposes special restrictions on how the Client and the Agency must handle confidential information. These obligations are explained in this section.
9.2 The Client’s Confidential Information.
While working for the Client, the Agency may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Agency promises to treat this information as if it is the Agency's own confidential information. The Agency may use this information to do its job under this Agreement, but not for anything else. For example, if the Client lets the Agency use a customer list to send out a newsletter, the Agency cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Agency written permission to use the information for another purpose, the Agency may use the information for that purpose, as well. When this Agreement ends, the Agency must give back or destroy all confidential information, and confirm that it has done so. The Agency promises that it will not share confidential information with a third party, unless the Client gives the Agency written permission first. The Agency must continue to follow these obligations, even after the Agreement ends. The Agency's responsibilities only stop if the Agency can show any of the following: (i) that the information was already public when the Agency came across it; (ii) the information became public after the Agency came across it, but not because of anything the Agency did or didn’t do; (iii) the Agency already knew the information when the Agency came across it and the Agency didn’t have any obligation to keep it secret; (iv) a third party provided the Agency with the information without requiring that the Agency keep it a secret; or (v) the Agency created the information on its own, without using anything belonging to the Client.
9.3 Third-Party Confidential Information.
It’s possible the Client and the Agency each have access to confidential information that belongs to third parties. The Client and the Agency each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Agency is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
Neither party is liable for breach-of-agreement damages that the breaching party could not reasonably have foreseen when it entered this Agreement.
11.1 Content Liability:
We shall not be held responsible for any content that appears on your Website. You agree to protect and defend us against all claims that are raised on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party.
11.2 Reservation of Right
We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.
11.3 Removal of Links From our Website
If you find any link on our Website that is offensive for any reason, you are free to contact and inform us at any moment. We will consider requests to remove links, but we are not obligated to or so or to respond to you directly.
We do not ensure that the information on this website is correct. We do not warrant its completeness or accuracy, nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.
This section transfers certain risks between the parties if a third party sues or goes after the Client or the Agency or both. For example, if the Client gets sued for something that the Agency did, then the Agency may promise to come to the Client’s defense or to reimburse the Client for any losses.
12.2 Client Indemnity.
In this Agreement, the Agency agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Agency has done under this Contract; (ii) a breach by the Agency of its obligations under this Contract; or (iii) a breach by the Agency of the promises it is making in Section 6 (Representations).
12.3 Agency Indemnity.
In this Agreement, the Client agrees to indemnify the Agency (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Agreement.
13.1 Modification; Waiver.
To change anything in this Terms of Service, the Client and the Agency must agree to that change in writing and sign a document showing their agreement. Neither party can waive its rights under this Terms of Service or release the other party from its obligations under this Terms of Service, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Agreement, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Agreement or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgment of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
This section deals with what happens if a portion of the Terms of Service is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Terms of Service is changed or disregarded because it is unenforceable, the rest of the Terms of Service is still enforceable.
13.4 Governing Law. The laws of the state of Wyoming govern the rights and obligations of the Client and the Agency under this Terms of Service, without regard to conflict of law principles of that state.
13.6 Entire Terms of Service. These Terms of Service represent the parties’ final and complete understanding of this job and the subject matter discussed in this Terms of Service. This Terms of Services supersedes all other agreements (both written and oral) between the parties.