Terms of Service for Unity Innovations LLC
1. Agreement to Terms
These Terms of Service (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity1 (“Client,” “you,” or “your”), and Unity Innovations LLC, located at 1070 N OGDEN ST, DENVER, CO 80218, USA, with telephone number (773) 500 4157 (“Unity Innovations,” “we,” “us,” or “our”), concerning your access to and use of our custom web and app artificial intelligence script development services and related solutions (“Services”). Our website is www.unityinnovations.tech.
By engaging Unity Innovations for Services, you acknowledge that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using our Services and2 must discontinue engagement immediately.
These Terms may be supplemented by a specific Project Proposal, Statement of Work (“SOW”), or other written agreement executed by both parties for particular services (“Service Agreement”). In the event of a conflict between these Terms and a specific Service Agreement, the terms of the Service Agreement shall prevail for that specific engagement.
We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time. We will alert you about any changes by updating the3 “Effective Date” of these Terms. It is your responsibility to periodically review these Terms.
2. Definitions
- “AI Script(s)”: Refers to the custom artificial intelligence software scripts, algorithms, models, code, and related documentation developed or customized by Unity Innovations for the Client as part of the Services for use in web, application, or other digital environments.
- “Custom Development Services” or “Services”: Refers to all services provided by Unity Innovations related to the design, development, testing, integration, and support of AI Scripts, as detailed in an applicable Service Agreement.
- “Client Materials”: Refers to all data, content, software, specifications, intellectual property, and other materials provided by the Client to Unity Innovations for use in connection with the Services.
- “Deliverables”: Refers to the specific AI Scripts and any other work product (e.g., documentation, reports) created by Unity Innovations specifically for the Client as part of the Services, as defined in the Service Agreement.
- “Intellectual Property Rights”: Refers to all patents, copyrights, trademarks, trade secrets, moral rights, database rights, and other intellectual property or proprietary rights.
- “Confidential Information”: Refers to any non-public information disclosed by one party to the other, in any form, designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances4 of disclosure.
- “SOW” or “Service Agreement”: A Statement of Work, Project Proposal, or other written agreement detailing the specific Services, Deliverables, AI Script functionalities, timelines, fees, and other terms for a particular project.
3. Scope of Custom Development Services
3.1. Provision of Services: Unity Innovations agrees to provide the Custom Development Services as described in the mutually agreed-upon Service Agreement.
3.2. Development Process: We will employ professional skill and care in providing the Services, potentially utilizing agile or other appropriate development methodologies. Specific processes, milestones, and acceptance criteria will be outlined in the Service Agreement.
3.3. Testing and Acceptance: Unity Innovations will perform testing on the AI Scripts. The Client will have an opportunity to review and test Deliverables according to the acceptance procedures defined in the Service Agreement.
3.4. Changes to Scope: Any changes to the scope of Services, including features or functionalities of the AI Scripts, must be mutually agreed upon in writing by both parties, potentially requiring an amendment to the Service Agreement and an adjustment in fees and/or timelines.
4. Client Obligations
4.1. Clear Requirements: You agree to provide clear, complete, and accurate specifications, requirements, and objectives for the AI Scripts.
4.2. Client Materials & Data: You will provide all necessary Client Materials, including any data required for training, testing, or operation of the AI Scripts, in a timely manner and suitable format. You warrant you have all necessary rights to provide such Client Materials and data for these purposes.
4.3. Cooperation & Feedback: You agree to cooperate fully with Unity Innovations, designate a primary contact, and provide timely feedback, information, and approvals as reasonably required.
4.4. Access: If necessary for development, deployment, or integration, you will provide Unity Innovations with appropriate access to your relevant systems, platforms, or applications, subject to agreed security protocols.
4.5. Compliance: You are responsible for ensuring that your intended use of the AI Scripts complies with all applicable laws, regulations, and ethical considerations, including data privacy laws.
4.6. Payment: You agree to pay all fees and expenses in accordance with Section 5.
5. Fees and Payment
5.1. Fees: Fees for Services will be set forth in the Service Agreement and may be based on fixed project fees, milestone payments, hourly rates, or other agreed structures.
5.2. Expenses: You agree to reimburse Unity Innovations for reasonable and pre-approved out-of-pocket expenses incurred in connection with the Services, such as third-party software licenses, specialized cloud computing resources for AI model training, or unique data acquisition costs.
5.3. Invoicing: Invoices will be issued according to the schedule in the Service Agreement.
5.4. Payment Terms: Payment is due within [e.g., 15 or 30] days of the invoice date unless otherwise agreed. Payments shall be made in United States Dollars (USD).
5.5. Late Payments: Overdue invoices may accrue interest at a rate of [e.g., 1.5%] per month, or the maximum rate permitted by Colorado law, whichever is lower. Unity Innovations reserves the right to suspend Services for overdue accounts.
5.6. Taxes: All fees are exclusive of applicable taxes. You are responsible for any sales, use, or other applicable taxes.
6. Intellectual Property Rights
6.1. Client Materials: You retain all ownership rights in your pre-existing Client Materials. You grant Unity Innovations a non-exclusive, royalty-free, worldwide license to use, reproduce, and modify Client Materials solely for the purpose of providing the Services to you.
6.2. Unity Innovations’ Pre-Existing IP: Unity Innovations retains all Intellectual Property Rights in its pre-existing software, code libraries, tools, methodologies, algorithms, know-how, and general knowledge (“Unity Innovations IP”) used or developed in providing the Services.
6.3. Ownership of Custom AI Scripts (Deliverables):
(a) [Option 1: Client Owns Custom Code – Common for fully custom work] Upon your full and final payment for the Services related to specific Deliverables, Unity Innovations assigns to you all of its right, title, and interest in and to the custom-developed portions of the AI Scripts created exclusively for you as specified in the Service Agreement. Unity Innovations will retain ownership of any underlying Unity Innovations IP incorporated into such Deliverables, and grants you a perpetual, non-exclusive, royalty-free license to use such incorporated Unity Innovations IP solely as part of the Deliverables.
(b) [Option 2: Unity Owns, Client Gets License – May be used if Unity leverages significant proprietary platforms] Unity Innovations shall retain all right, title, and interest in and to all AI Scripts and Deliverables. Upon your full and final payment, Unity Innovations grants you a [perpetual/term-limited], [exclusive/non-exclusive], royalty-free license to use the specific AI Scripts and Deliverables for your internal business purposes as specified in the Service Agreement.
(The specific ownership model (Option 1 or 2, or a hybrid) MUST be clearly defined in each Service Agreement and reviewed by legal counsel.)
6.4. Third-Party Components: Any third-party software, code, or materials incorporated into the AI Scripts will be subject to the terms of their respective licenses, and you agree to comply with such terms. Unity Innovations will identify any material third-party components to you.
6.5. No Implied Rights: Nothing in this Agreement shall be construed as granting any rights by implication, estoppel, or otherwise, to any Intellectual Property Rights, except as expressly set forth herein or in a Service Agreement.
7. Confidentiality
7.1. Mutual Obligations: Each party shall protect the other’s Confidential Information with at least the same degree of care as it uses for its own confidential information of like importance,5 but no less than reasonable care. Neither party shall disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or agents who have a need to know and are bound by similar confidentiality obligations.
7.2. Exceptions: Standard exceptions for publicly known information, information already possessed, rightfully received from a third party, or independently developed will apply.
7.3. Legally Required Disclosure: If disclosure is required by law, the party subject to disclosure will (if legally permitted) notify the other party promptly to allow for a protective order.
7.4. Duration: Confidentiality obligations shall survive termination of this Agreement for [e.g., five (5)] years, or indefinitely for trade secrets.
8. Warranties and Disclaimers
8.1. Unity Innovations’ Warranty: Unity Innovations warrants that it will perform the Custom Development Services in a professional and workmanlike manner, using personnel with due skill, care, and diligence. Unity Innovations further warrants that for a period of [e.g., ninety (90)] days following acceptance (the “Warranty Period”), the AI Scripts will perform substantially in accordance with the material functional specifications set forth in the applicable Service Agreement, provided they are used in the intended operating environment and manner. Your sole and exclusive remedy for a breach of this performance warranty will be for Unity Innovations to use commercially reasonable efforts to correct or provide a workaround for the non-conformity.
8.2. DISCLAIMER OF AI PERFORMANCE AND ACCURACY: YOU ACKNOWLEDGE THAT ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING SYSTEMS ARE PROBABILISTIC AND THEIR BEHAVIOR CAN BE INFLUENCED BY DATA AND ALGORITHMS. ACCORDINGLY, UNITY INNOVATIONS DOES NOT WARRANT THAT THE AI SCRIPTS WILL BE ERROR-FREE, UNINTERRUPTED, OR ACHIEVE 100% ACCURACY OR ANY SPECIFIC OUTCOMES. THE AI SCRIPTS MAY EXHIBIT UNEXPECTED BEHAVIORS OR PRODUCE OUTPUTS THAT CONTAIN INACCURACIES OR REFLECT BIASES PRESENT IN THE TRAINING DATA OR ALGORITHMS.
8.3. CLIENT RESPONSIBILITY FOR USE: YOU ARE SOLELY RESPONSIBLE FOR THE USE, IMPLEMENTATION, AND DEPLOYMENT OF THE AI SCRIPTS AND ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THEIR OUTPUT. YOU ARE RESPONSIBLE FOR INDEPENDENTLY VERIFYING THE ACCURACY AND APPROPRIATENESS OF ANY AI SCRIPT OUTPUT FOR YOUR INTENDED PURPOSES AND FOR COMPLYING WITH ALL APPLICABLE LAWS AND ETHICAL STANDARDS IN CONNECTION WITH YOUR USE OF THE AI SCRIPTS.
8.4. DATA DEPENDENCY: IF THE AI SCRIPTS RELY ON MACHINE LEARNING MODELS TRAINED ON DATA UP TO A CERTAIN POINT, THEIR KNOWLEDGE AND PERFORMANCE MAY BE LIMITED BY THE SCOPE AND FRESHNESS OF THAT DATA.
8.5. GENERAL DISCLAIMER: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1, THE SERVICES, AI SCRIPTS, AND DELIVERABLES ARE PROVIDED “AS IS.” UNITY INNOVATIONS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9. Limitation of Liability6
9.1. EXCLUSION OF INDIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING7 LOSS OF PROFITS, DATA, OR GOODWILL) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2. LIMITATION OF DIRECT DAMAGES: UNITY INNOVATIONS’ TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO UNITY INNOVATIONS UNDER THE SPECIFIC SERVICE AGREEMENT GIVING RISE TO THE CLAIM DURING THE [e.g., TWELVE (12)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3. Exceptions: Limitations of liability do not apply to breaches of confidentiality, indemnification obligations, or liability for fraud, gross negligence, or willful misconduct.
10. Term and Termination
10.1. Term: This Agreement commences upon your engagement and continues until terminated as per its terms or completion of all Service Agreements.
10.2. Termination for Cause: Either party may terminate for material breach if the breach is not cured within [e.g., thirty (30)] days of written notice.
10.3. Termination for Convenience: Either party may terminate this Agreement or any Service Agreement without cause upon [e.g., thirty (30)] days prior written notice, subject to terms in the Service Agreement.
10.4. Effect of Termination: Upon termination, you shall pay for all Services rendered and non-cancellable expenses incurred up to the termination date. Provisions intended to survive (e.g., IP, Confidentiality, Disclaimers, Liability Limitations, Governing Law) shall survive.
11. Indemnification
11.1. By Client: You agree to indemnify, defend, and hold harmless Unity Innovations from third-party claims arising from: (a) your Client Materials (including IP infringement or data privacy claims related thereto); (b) your use of the AI Scripts in violation of this Agreement, applicable law, or in a manner that infringes third-party rights; or (c) your breach of this Agreement.
11.2. By Unity Innovations: Unity Innovations will indemnify and defend you against third-party claims that the custom-developed portions of the AI Scripts delivered by Unity Innovations (excluding Client Materials and third-party components) directly infringe a U.S. patent or copyright, subject to prompt notice and Unity Innovations’ control of the defense.
12. Data Privacy
Unity Innovations will handle Personal Information collected or processed in connection with the Services in accordance with its Privacy Policy [Link to Privacy Policy – must be created separately] and applicable data protection laws. If Client provides Personal Information to Unity Innovations for processing, Client warrants it has all necessary consents and legal bases for such processing.
13. Support and Maintenance
Any ongoing support or maintenance for the AI Scripts beyond the initial Warranty Period (Section 8.1) will be provided only if specified in a separate support and maintenance agreement or within the Service Agreement.
14. Governing Law and Dispute Resolution
14.1. Governing Law: This Agreement shall be governed by the laws of the State of Colorado, USA, without regard to its conflict of laws principles.
14.2. Venue: Any legal action arising from this Agreement shall be brought exclusively in the state or federal courts located in Denver, Colorado.
14.3. Informal Resolution: Parties agree to attempt informal resolution of disputes for at least [e.g., thirty (30)] days before initiating formal proceedings.
15. General Provisions
Standard clauses for Entire Agreement, Notices, Waiver, Severability, Assignment, Relationship of Parties, and Amendments will apply. (These can be detailed further if needed, similar to previous ToS examples).
16. Contact Information
Unity Innovations LLC
Attn: Ashley Leann Barrineau, Member (or Legal Department)
1070 N OGDEN ST
DENVER, CO 80218, USA
Telephone: (773) 500 4157
Website: https://unityinnovations.tech/
Email: legal@unityinnovations.tech
End of Template. Remember the critical disclaimer at the beginning.