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Terms Of Service

Effective Date: February 01, 2024
Last Updated: November 26, 2025

These Terms of Service (these "Terms") set forth the terms and conditions that apply to your access and use of the online functions, products, and services made available to you by Unifocal, Inc. These Terms may be incorporated into one or more order forms referencing Unifocal (each, an "Order"). Each Order together with these Terms shall form the "Agreement" by and between the person identified in the Order ("Customer") and Unifocal.

1. Acceptance of Terms

By agreeing to an Order referencing these Terms, you hereby represent that you have read, understood, and accepted these Terms. If you are purchasing Services on behalf of a company or other entity, you affirm that you have the legal authority to bind any such company or entity to these Terms. You may not order or obtain Services from Unifocal if you are not at least 18 years of age. These Terms shall govern in the event of any conflict between the Terms and any provision contained in or incorporated by reference into any purchase order or similar document submitted by Customer, the terms of which, whether conflicting, supplemental, or otherwise, are expressly rejected and superseded by these Terms. If you choose not to accept these Terms, you may not use the Services.

These Terms also apply to the users of our platform or website, www.unifocal.io. Your use of the Services through a link or by creating an account constitutes your acceptance of these Terms. If you do not agree to these Terms as a user, please do not use our Services or website.

2. Scope

Customer may use (and permit its Authorized Users to use) the products and services provided by Unifocal and identified as the services in the Order (the "Services") only in the ordinary course of Customer's internal business operations, to provide services to Customer's customers identified on the applicable Order, and only in accordance with this Agreement and all applicable law. Customer shall be liable for any breach of this Agreement by any persons given access to the Services by Customer.

3. Platform Terms

The following provisions in this Section 3 apply to use of Unifocal's hosted platform ("Platform Services").

3.a. Platform Services

Unifocal shall supply the Platform Services as described and for the term specified in the Order. Subject to the terms and conditions of this Agreement, Unifocal grants to Customer and its Authorized Users a non-exclusive, non-transferable, non-sublicensable, limited right to use the Platform Services in accordance with the Order during the Order Term solely for Customer's internal purposes and to provide services to Customer's customers as identified on the applicable Order.

3.b. Access

If Customer or an Authorized User suspects or learns of unauthorized access to the Platform Services, Customer or the Authorized User will promptly notify Unifocal. Unifocal may suspend access to the Platform Services without advance notice if Unifocal reasonably believes the Platform Services are being used or accessed in an unauthorized, illegal, or disruptive manner, provided that Unifocal will use commercially reasonable efforts to notify Customer or the Authorized User of such suspension.

3.c. Customer Data and Ownership

Customer is responsible for the content and accuracy of Customer Data that it or its Authorized Users upload or otherwise provide through the Services. Each Customer retains all right, title, and interest in and to its respective Customer Data. Subcontractors do not obtain any ownership rights in Customer Data and act solely as authorized agents of the Contractor that engaged them. Any data input, uploaded, otherwise provided by a Subcontractor in connection with a Contractor's project shall be deemed Customer Data owned by that Contractor. Customer and each Authorized User represents that it has the legal right and authority to provide Customer Data to Unifocal for processing and to permit Unifocal and its agents to use Customer Data solely as necessary to provide, maintain, and improve the Service in accordance with this Agreement.

Customer and each Authorized User hereby grants to Unifocal a limited, worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, store, host, transmit, and process Customer Data to provide, support, and improve the functionality of the Services and comply with this Agreement.

In order to improve Unifocal's products and services, Unifocal may use such Customer Data in an aggregated, anonymized, or de-identified form that does not identify Customer or any individual, to analyze, improve, or enhance its products and services. Customer acknowledges and agrees that certain Customer Data may be made available to third parties or the public during the use of the Services, such as making Customer Data available to all entities involved in a project.

Customer Data includes Personally Identifiable Information ("PII") and other sensitive information about workers, contractors, and other individuals. Customer and its Authorized Users represent and warrant that:

(i) to the extent required by applicable law, Customer or Authorized User has provided any necessary notices and obtained any necessary consents to permit Unifocal to process Customer Data (including PII) in accordance with this Agreement;
(ii) Customer or Authorized User's provision of Customer Data to Unifocal, Unifocal's processing thereof, comply with applicable privacy and data protection laws; and
(iii) Customer or Authorized User remains responsible for determining the lawful basis for its collection and disclosure of Customer Data and for ensuring that its instructions to Unifocal comply with applicable law.

3.d. Data Security and Privacy

(i) Security Measures

Unifocal will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, or loss.

Unifocal may update its security practices from time to time to reflect evolving industry standards, provided that such updates do not materially reduce the level of protection afforded to Customer Data.

(ii) Data Privacy Practices

Unifocal's detailed data privacy practices, including information about how personal information is collected, used, and retained, are described in Unifocal's Privacy Policy, available at https://unifocal.io/privacy. The Privacy Policy governs the collection, use, and retention of personal information processed.

(iii) Data Retention and Deletion

Upon termination or expiration of this Agreement:

  • Unifocal will retain Customer Data only for as long as necessary to fulfil the purposes in this Agreement or as required by applicable law. Upon termination or expiration of the Services, Unifocal will delete or anonymize Customer Data in accordance with its data retention policies and industry-standard practices.
  • Customer may request earlier deletion of Customer Data at any time, and Unifocal will use commercially reasonable efforts to comply with such requests consistent with its backup, archival, and legal retention obligations.
  • Unifocal may retain aggregated, de-identified data derived from Customer Data indefinitely.
  • Unifocal may retain backup copies of Customer Data for disaster recovery and system integrity purposes for a limited retention period consistent with its standard backup procedures, after which such data will be deleted or overwritten in the ordinary course of business.

(iv) Third-Party Subprocessors

Unifocal may engage third-party service providers ("Subprocessors") to process Customer Data on Unifocal's behalf, including but not limited to:

  • Cloud infrastructure and hosting providers (e.g., Heroku, AWS)
  • Email and communication service providers
  • Analytics, performance monitoring, and diagnostic services
  • Payment processors (if applicable)

Unifocal will ensure that any Subprocessor handling Customer Data is bound by written obligations of confidentiality and data protection no less than those set forth herein.

3.e. Data Access and Correction

(i) Customer Access to Data

Customer may access, export, and correct Customer Data at any time through the Platform Services interface or by submitting a request to Unifocal as described below.

Customer may request the following data management actions by contacting support@unifocal.io:

  • Export all Customer Data in common machine-readable formats (CSV, JSON)
  • Request deletion of specific data sets
  • Correct or update PII for workers and contractors
  • View audit logs of data access and modifications

Unifocal will use commercially reasonable efforts to respond to such requests in a timely manner consistent with its internal processes and applicable law.

(ii) Individual Rights Requests

If Unifocal receives a request from an individual (such as a worker or contractor) to access, correct, or delete their personal information, Unifocal will:

  • Forward the request to Customer without undue delay;
  • Provide reasonable assistance to Customer in fulfilling the request;
  • Take action only as directed by Customer (as the data controller or owner).

Customer is responsible for responding to individual rights requests in compliance with applicable privacy laws.

Unifocal will cooperate in good faith with Customer to assist with such request to the extent required by applicable law.

3.f. Compliance with Laws

Unifocal shall comply with all laws and regulations applicable to it as the provider of Services under this Agreement, including applicable data protection and privacy laws. Customer and its Authorized Users shall comply with all laws and regulations applicable to it as the recipient and user of Services under this Agreement, including providing all legally required notices and obtaining any required necessary consents when collecting and providing Customer Data, including PII, to Unifocal. Customer and any Authorized Users represent that their collection and disclosure of Customer Data comply with applicable privacy and data protection laws.

3.g. Hosting Support

Unifocal shall provide support Services as described in the Order.

3.h. Modifications

From time to time, Unifocal shall be entitled to interrupt or modify the Platform Services to: (i) perform repairs and other maintenance and install enhancements on Unifocal's equipment, software, and/or other systems that are required for the provision of Platform Services; or (ii) make adjustments to its infrastructure and thereby cause a disruption in the provision of Platform Services. Except in the case of emergency repairs, maintenance, or adjustments, Unifocal will use commercially reasonable efforts to: (1) give Customer and any Authorized Users reasonable prior notice of the interruption; (2) limit the interruptions to outside of Unifocal's normal business hours; and (3) minimize the impact of the interruption.

3.i. Use Restrictions

Except to the extent specifically authorized by this Agreement, Customer and any Authorized Users shall not, and shall not permit any third party, to:

(i) use any of the Services for any purpose or in any manner not specifically authorized by this Agreement;

(ii) make or retain any copy of any of the Services;

(iii) create or recreate the source code for the Services, or re-engineer, reverse engineer, decompile or disassemble the Services;

(iv) modify, adapt, translate, or create derivative works based upon the Services, or combine or merge any part of the Services with or into any other software or documentation except to the extent specifically permitted by Unifocal;

(v) refer to, disclose or otherwise use any Services as part of any effort either: (1) to develop a program having any functional attributes, visual expressions or other features similar to those of the Services or (2) to compete with Unifocal;

(vi) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in any Services, or fail to preserve all copyright and other proprietary notices in any copy of any Services made by Customer or an Authorized User;

(vii) sell, market, license, sublicense, distribute, or otherwise grant to any third party, including any outsourcer, vendor, sub-contractor, consultant, or partner, any right to use any Services or allow such other person to use or have access to any Services, whether on Customer or an Authorized User's behalf or otherwise; or

(viii) use the Services to conduct any type of application service provider, service bureau, or time-sharing operation or to provide remote processing, network processing, network telecommunications, or similar services to any third party, whether on a fee basis or otherwise.

Unifocal may suspend any Authorized User's access to the Services if Unifocal reasonably determines that such Authorized User is breaching this Agreement or is a security risk to Unifocal or any other third party.

3.j. Third-Party Software

Customer and/or its Authorized Users are responsible for any Third-Party Software that Customer or its Authorized Users elects to connect to or integrate with the Services, and for ensuring such software's configuration and use comply with applicable license terms and data-protection laws. Unifocal is not responsible for any Third-Party Software or for how any licensor provides service, their actions or omissions, or for how they transmit, access, process, store, use, collect, share, or provide data. Unifocal expressly disclaims all liability related to or arising from any Third-Party Software, including liability related to or arising from any updates, modifications, outages, delivery failures, corruption of data, loss of data, use of data, inaccurate data, security, discontinuance of Services, or termination of the Third-Party Software.

UNIFOCAL PROVIDES NO REPRESENTATIONS, WARRANTIES, OR COVENANTS RELATED TO ANY THIRD-PARTY PRODUCTS AND SERVICES AND DISCLAIMS ALL LIABILITY RELATED TO THE USE OR INABILITY TO USE ANY THIRD-PARTY SOFTWARE, INCLUDING CUSTOMER'S USE THEREOF.

3.k. Open Source Software Components

The Services may utilize Open Source Software. Open Source Software is licensed under the terms of the open source license that accompanies or is made available with such Open Source Software. Nothing in this Agreement limits Customer or any Authorized User's rights under, or grants Customer or any Authorized User rights that supersede, the terms and conditions of any applicable license for such Open Source Software. Open Source Software shall not be deemed to be part of the Services under this Agreement and Unifocal shall have no liability relating to such Open Source Software.

4. Fees

Customer shall pay to Unifocal the fees stated in an applicable Order in accordance with the payment terms stated below. Except as otherwise specified in the Order, Customer's payments shall be due within thirty (30) days of the invoice date. A late payment fee at the rate of 1.5% per year (or, if lower, the maximum rate permitted by applicable law) shall accrue on any amounts thirty (30) days past due and unpaid by Customer to Unifocal. On an annual basis, Unifocal may increase recurring fees for the Services or other products and services stated in the Order. Except as otherwise provided herein, all fees and other amounts paid by Customer under this Agreement are non-refundable. Customer shall reimburse Unifocal for all costs (including reasonable attorneys' fees) associated with collecting any amounts past due under this Agreement. Customer shall reimburse Unifocal for reasonable travel, living, and other out-of-pocket expenses incurred by Unifocal personnel in connection with all Services.

4.a. Taxes

All charges and fees to be paid by Customer to Unifocal under this Agreement do not include any taxes, duties, levies, fees, or similar charges or surcharges of any jurisdiction that may be assessed or imposed in connection with the transactions contemplated by this Agreement ("Taxes"). Customer shall: (i) be responsible for the payment of all such Taxes; (ii) directly pay any such Taxes assessed against it; and (iii) promptly reimburse Unifocal for any such Taxes that Unifocal is required by law to collect or pay on behalf of Customer. If Customer is required to withhold any Taxes from payments to Unifocal, Customer shall provide reasonable evidence of such withholding and proof of payment to the relevant taxing authority. Taxes do not include withholding tax based on the income of Unifocal.

4.b. Suspension for Non-payment

If Customer fails to pay to Unifocal, within thirty (30) days of notice of non-payment by Unifocal, any past-due amount payable under this Agreement (including any applicable late payment fee), Unifocal may, in its sole discretion and without further notice to Customer or its Authorized Users, suspend Customer and its Authorized Users' access to the Services and performance of any or all of Unifocal's obligations under this Agreement. Unifocal will reinstate Services promptly upon receipt of payment in full. Such suspension is in addition to all other rights and remedies which Unifocal may have under this Agreement.

5. Warranties and Limitations

5.a. Platform Services Warranty

Unifocal warrants that it will use commercially reasonable efforts to provide the Services in accordance with the Order. Should any Platform Services not comply with the foregoing warranty, Customer will provide written notice of a breach of this warranty within sixty (60) days of such non-compliance and Unifocal shall use commercially reasonable efforts to bring such Platform Services into compliance. This remedy shall be the sole and exclusive remedy of Customer for any breach of the warranty set forth in this Section 5.a.

5.b. Compliance with Laws

Unifocal shall comply with all laws and regulations applicable to it as the provider of Services under this Agreement. Customer and its Authorized Users shall comply with all laws and regulations applicable to it as the recipient and user of Services under this Agreement, including providing all required notices and obtaining any consents when collecting and providing Customer Data to Unifocal.

5.c. Disclaimer

EXCEPT AS STATED IN THIS SECTION 5, THE SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS," WITH NO OTHER REPRESENTATIONS, WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT, OR OTHERWISE (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, OR NON-INFRINGEMENT) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

6. Intellectual Property

6.a. Unifocal's Rights

Unifocal and its licensors reserve and retain all right, title, and interest in and to the Unifocal Materials, including the Platform Services, including without limitation any modifications, improvements, enhancements, derivative works thereof, and all intellectual property rights inherent therein (including, without limit, all inventions, patents, trade secrets, trademarks, trade names, copyrights, and all other proprietary rights pertaining thereto), whether or not based upon information provided pursuant to the Agreement. All rights not expressly granted in this Agreement are reserved by Unifocal and its licensors. Except as provided herein, Customer and any Authorized User will not use any trademark, trade name, logo, or corporate name of Unifocal or any contraction, abbreviation, or simulation thereof without the prior written permission of Unifocal.

6.b. Feedback

Customer and any Authorized User may, from time to time, provide Unifocal with Feedback regarding the Services. Customer and its Authorized Users grant to Unifocal a nonexclusive, irrevocable, perpetual, transferable right and license, without the payment of any royalties or other compensation of any kind and without the right of attribution, for Unifocal and Unifocal's licensees to make, use, sell, and create derivative works incorporating or using the Feedback.

7. Indemnification

7.a. Unifocal's Indemnification

Unifocal shall indemnify and defend Customer against any third-party claim asserting that the Services, as and when made available to Customer by Unifocal and when properly used for the purpose and in the manner specifically authorized by this Agreement, infringes upon any third party's intellectual property rights.

Unifocal's obligation under this Section 7.a is contingent upon Customer: (i) promptly giving notice to Unifocal after the date Customer first receives notice of the applicable infringement claim; (ii) allowing Unifocal to have sole control of the defense and settlement of the claim; (iii) reasonably cooperating with Unifocal during defense and settlement efforts; and (iv) not making any admission, concession, consent judgment, default judgment, or settlement of the applicable infringement claim or any part thereof (unless otherwise agreed by Unifocal in writing).

If any applicable infringement claim is initiated, or in Unifocal's sole opinion is likely to be initiated, then Unifocal may at its option and expense: (v) modify the infringing Services so that it is non-infringing; (vi) procure for Customer the right to continue to use the infringing Services; or (vii) replace said Services with equally suitable, non-infringing service. If, in Unifocal's reasonable opinion, none of the foregoing alternatives are possible, Unifocal may terminate the impacted Order and refund Customer all prepaid and unused fees for Services not rendered. The remedies provided in this Section 7.a are Customer's sole remedies for a claim of infringement or misappropriation hereunder.

7.b. Customer's Indemnification

Customer shall indemnify, defend, and hold harmless Unifocal against any third-party claim relating to:

(i) Unifocal's use or provision of Customer Data in accordance with this Agreement;

(ii) Any claim brought against Unifocal by Customer's customer, Customer's Third-Party Provider, or Subcontractor;

(iii) Customer and/or its Authorized User's violation of any individual's privacy rights, including failure to obtain necessary consents or provide required notices;

(iv) Customer and/or its Authorized User's violation of any applicable data protection or privacy laws in connection with its use of the Services.

Customer's obligation under this Section 7.b is contingent upon Unifocal: (i) promptly giving notice to Customer after the date Unifocal first receives notice of the applicable claim; (ii) allowing Customer to have sole control of the defense and settlement of the claim; (iii) reasonably cooperating with Customer during defense and settlement efforts; and (iv) not making any admission, concession, consent judgment, default judgment or settlement of the applicable claim or any part thereof (unless otherwise agreed by Customer in writing).

8. Exclusion for Unauthorized Actions

Unifocal is not liable under any provision of this Agreement for any performance problem, claim of infringement, or other matter to the extent attributable to any unauthorized or improper use or modification of the Services by or on behalf of Customer or its Authorized Users, any combination of the Services with other software or services, Customer's or its Authorized User's failure to implement corrections or changes to the Services provided by Unifocal, any Third-Party Software or Open Source Software, or any negligence or wrongful act or omission by Customer or its affiliates, including any breach of this Agreement.

9. Limitation of Liability

9.a. Limitations Cap

UNIFOCAL'S TOTAL AGGREGATE LIABILITY UNDER OR RELATED TO THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO UNIFOCAL UNDER THE APPLICABLE ORDER FOR THE SERVICES WHICH ARE THE SUBJECT MATTER OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT THAT IS THE BASIS FOR THE CLAIM. FOR ANY CLAIM BROUGHT BY AN INDIVIDUAL AUTHORIZED USER THAT IS NOT A CUSTOMER OF UNIFOCAL, UNIFOCAL'S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF EITHER (1) THE FEES ACTUALLY PAID BY THE CUSTOMER THAT PROVIDED OR ENABLED SUCH USER'S ACCESS OR (2) ONE HUNDRED DOLLARS ($100).

9.b. Damage Exclusion

UNDER NO CIRCUMSTANCES SHALL UNIFOCAL (OR ANY OF ITS AFFILIATES PROVIDING THE SERVICES UNDER THIS AGREEMENT) BE LIABLE TO CUSTOMER, AN AUTHORIZED USER, OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED IN WARRANTY, CONTRACT, INDEMNITY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSSES OR DAMAGES FOR: (i) LOST REVENUES; (ii) LOST PROFITS; (iii) LOSS OF BUSINESS; (iv) TRADING LOSSES; OR (v) LOST DATA.

10. Confidentiality

The party receiving Confidential Information ("Receiving Party") of the other ("Disclosing Party") shall not and shall cause its Authorized Recipients not to use Confidential Information for any purpose except as necessary to implement, perform, or enforce this Agreement.

Receiving Party will use the same reasonable efforts as it uses to protect its own proprietary information and data (but in any event not less than a reasonable standard of care) to: (i) keep all Confidential Information of Disclosing Party strictly confidential; and (ii) not disclose the Confidential Information of Disclosing Party to anyone other than as directed by Disclosing Party or to its Authorized Recipients on a need-to-know basis.

Receiving Party will promptly notify Disclosing Party if Receiving Party discovers any improper use or disclosure of Confidential Information and will promptly commence commercially reasonable efforts to investigate and correct the causes of such improper use or disclosure.

Either party may disclose the other party's Confidential Information to the extent required by law or by order of a court or governmental agency; provided, however, the Receiving Party of such Confidential Information must give the Disclosing Party prompt notice and make a reasonable effort to obtain a protective order or otherwise protect the confidentiality of such Confidential Information prior to disclosure, all as directed by and at such Disclosing Party's cost and expense.

11. Term and Termination

The term of each Order and any renewal terms are specified in the Order ("Order Term"). Either party may terminate this Agreement by giving notice of termination to the other party if the other party breaches any of its material obligations under this Agreement and does not cure the breach within thirty (30) days of receiving notice describing the breach in reasonable detail.

Upon termination of this Agreement or any applicable Order, Customer shall immediately pay all fees due to Unifocal for the period up to the point of termination. Upon termination of this Agreement, whether under this Section 11 or otherwise, or upon the expiration or termination of an Order Term, Customer and its Authorized Users shall: (i) discontinue all use of the affected Services and documentation provided by Unifocal; and (ii) promptly return to Unifocal all copies of the affected Unifocal Materials in Customer's possession.

Any provision that by its nature is intended to survive shall survive termination of this Agreement, including but not limited to Sections 3.d (Data Security and Privacy - retention obligations), 6 (Intellectual Property), 7 (Indemnification), 9 (Limitation of Liability), 10 (Confidentiality), and 17 (Definitions).

12. Assignment

Customer shall not assign this Agreement or any of its rights hereunder, nor delegate any of its obligations hereunder, without Unifocal's prior written consent, except such consent shall not be required in the case of an assignment of this Agreement (but not of any individual rights or obligations hereunder) to: (i) a purchaser of or successor to substantially all of Customer's business; or (ii) an affiliate of Customer. This Agreement shall bind, benefit, and be enforceable by and against Unifocal and Customer and their respective permitted successors and assigns.

13. Notice

All notices required or permitted to be given by one party to the other under this Agreement will be sufficient if sent by certified mail, return receipt requested, to the parties at the respective addresses first set forth in the Order or any other address as the party to receive the notice has designated by notice to the other party pursuant to this paragraph. Notices related to data breaches or other time-sensitive security matters may also be sent via email to the contact designated in the Order. Electronic delivery, including email, shall be deemed received upon confirmation of transmission, provided that a physical copy is also sent upon request. Each party shall maintain updated notice contact information.

14. Governing Law

This Agreement shall be governed by and construed under the laws of the State of Wisconsin, without reference to rules governing choice of law. Any disputes arising from or related to this Agreement shall be venued in the state or federal courts located in Milwaukee, Wisconsin as the sole and exclusive venue, and the parties waive any defenses or objections to such venue including, without limitation, defenses of forum non conveniens.

15. Force Majeure

Except for Customer's payment obligations, neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by acts of God or the public enemy, fires, floods, storms, pandemic, epidemic, earthquakes, riots, strikes, third-party network outages, internet issues, lockouts, labor shortages, wars or war operations, restraints of government or other cause or causes that could not, with the exercise of reasonable diligence, have been mitigated, controlled, or prevented by the party.

16. Miscellaneous

A determination that any provision of this Agreement is invalid or unenforceable shall not affect the other provisions of this Agreement. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement. The relationship between the parties created by this Agreement is that of independent contractors and not partners, joint venturers, or agents. The failure by any party to exercise any right or remedy provided for herein will not be deemed a waiver of any right or remedy hereunder.

Except as provided above, this Agreement is intended to be the sole and complete statement of the obligations of the parties as to all matters covered hereunder and thereunder, and supersedes all previous understandings, agreements, representations, promises, or conditions in connections with or in respect to the subject matter hereof and thereof. Unless stated otherwise herein, neither this Agreement nor any rights or duties hereunder shall be altered or modified in any way whatsoever except by way of written instrument identifying and referring to this Agreement and signed by a duly authorized representative of each party.

Material Changes to Terms: Unifocal may update these Terms from time to time. If Unifocal makes material changes that reduce Customer or any of its Authorized User's rights or increase Customer or its Authorized User's obligations, Unifocal will provide Customer with at least thirty (30) days' notice via email to the contact designated in the Order. Customer's and its Authorized User's continued use of the Services after the effective date of the updated Terms constitutes acceptance of the changes.

17. Definitions

17.a. Authorized Recipient

"Authorized Recipient" means: (i) with respect to Customer, Customer, any Authorized User and any employee of a Customer contractor, provided that the contractor is not a competitor of Unifocal; and (ii) with respect to Unifocal, Unifocal, its affiliates and their respective contractors, and Third-Party Providers.

17.b. Authorized User

"Authorized User" means any individual who accesses the Unifocal website or any individual that a Customer authorizes to access the Services through a link or by creating an account, including (without limitation) a Customer's employee or independent contractor or Customer's customer that is identified in the Order.

17.c. Customer

"Customer" means any entity that has entered into an Order Form or other written agreement with Unifocal for use of the Services, including, as applicable, a Government Entity or a Contractor.

17.d. Contractor

"Contractor" means a prime contractor that has entered into an agreement with a Government Entity and that uses the Services either directly as a Customer or on behalf of such Government Entity.

17.e. Government Entity

"Government Entity" means any federal, state, or local government agency, department, or instrumentality using the Services, whether directly as a Customer or indirectly through a Contractor.

17.f. Subcontractor

"Subcontractor" means an entity engaged by a Contractor to perform work in furtherance of a Contractor's obligations to a Government Entity, which access the Services through hyperlinks provided by a Contractor.

17.g. Customer Data

"Customer Data" means all data uploaded to or otherwise provided through the Services by or on behalf of Customer in connection with the Services, including data uploaded by the Customer's Authorized Users or its Subcontractors acting under its direction. For clarity, both Contractors and Government Entities may be Customers for purposes of this Agreement, and each retains ownership of the Customer Data it uploads or causes to be uploaded, provided that aggregated, anonymized, or de-identified data derived from Customer Data shall not be deemed Customer Data nor Customer's Confidential Information.

17.h. Confidential Information

"Confidential Information" means all business or technical information disclosed by Disclosing Party to Receiving Party in connection with this Agreement that is reasonably considered confidential. Confidential Information includes, without limitation: (i) Customer Data; (ii) the Unifocal Materials; and (iii) the terms of this Agreement.

Confidential Information does not include information that: (1) prior to the receipt thereof under this Agreement, had been developed independently by Receiving Party, or was lawfully known to Receiving Party, or had been lawfully received by Receiving Party from other sources, provided such other source did not receive it due to a breach of an agreement with Disclosing Party and Receiving Party knew of such breach or ought to have reasonably known of such breach; (2) is publicly known at or after the time either party first learns of such information, or is generic information or knowledge which either party would have learned in the course of its work in the trade, business, or industry; or (3) subsequent to the receipt thereof under this Agreement: (aa) is published by Disclosing Party or is disclosed generally by Disclosing Party to others without a restriction on its use and disclosure; or (bb) has been lawfully obtained by Receiving Party from other sources which Receiving Party reasonably believes lawfully came to possess it.

17.i. Feedback

"Feedback" means any suggestions or recommendations for improvements or modifications to the Services made by or on behalf of Customer, including designs, plans, or specifications, improvements, works or other material for inclusion in, or making modifications to, the Services, the documentation, or any other deliverables.

17.j. Open Source Software

"Open Source Software" means computer software made generally available at no charge by the copyright holder under a license which provides the right to modify and distribute the software to anyone for any purpose at no charge.

17.k. Personally Identifiable Information (PII)

"Personally Identifiable Information", "personal information", or "PII" means any information that can be used to identify, contact, or locate an individual, either alone or in combination with other information. PII includes, but is not limited to:

  • Names (first, last, maiden)
  • Social Security Numbers (last four digits)
  • Email addresses
  • Phone numbers
  • Physical addresses
  • Date of birth
  • Payroll and compensation data
  • Certification and license numbers
  • Any other information that can be used to distinguish or trace an individual's identity

17.l. Third-Party Provider

"Third-Party Provider" means a third-party provider of Third-Party Software or services.

17.m. Third-Party Software

"Third-Party Software" means the software that is provided by a third party or software that Customer obtains directly from a third party.

17.n. Unifocal Materials

"Unifocal Materials" means any of the following: the Services and documentation provided by Unifocal, the object code and the source code for the Services, the visual expressions, screen formats, report formats, and other design features of the Services, all ideas, methods, algorithms, formulae, and concepts used in developing and/or incorporated into the Services or documentation, all future modifications, updates, releases, improvements, and enhancements of the Services or documentation, all derivative works (as such term is used in the U.S. copyright laws) based upon any of the foregoing and all copies of the foregoing.

END OF TERMS OF SERVICE