Terms and Conditions

TERMS OF USE

BY CLICKING "I ACCEPT" DURING THE SIGNUP PROCESS, SUBSCRIBER AGREES TO THE FOLLOWING TERMS OF USE (THE "TERMS OF USE") GOVERNING SUBSCRIBER'S USE OF UnitConnect® , INC.'S ONLINE SERVICE (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF USE, IN WHICH CASE THE TERMS "YOU," "YOUR," "USER" OR "USER'S" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE. THESE TERMS OF USE ARE SUBJECT TO CHANGE BY UnitConnect, INC. AT ANY TIME IN ITS DISCRETION. USER'S USE OF THE SERVICE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES USER'S ACCEPTANCE OF THE CHANGES. PLEASE CONSULT THESE TERMS OF USE REGULARLY. THESE TERMS OF USE WERE LAST UPDATED 2/15/2007.

As part of the Service, UnitConnect®, LLC. (hereafter, "UnitConnect") will provide User with use of the Service, including a browser interface and data encryption, transmission, access and storage. User's registration for, subscription to, or use of, the Service shall be deemed to be User's agreement to abide by these Terms of Use, including any materials available on the UnitConnect website incorporated by reference herein, including but not limited to UnitConnect's privacy and security policies. For reference, a Definitions section is included at the end of these Terms of Use.

1. Privacy & Security UnitConnect's privacy and security policies may be viewed at http://www.UnitConnect.com . UnitConnect reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. When users initially log in, they will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from UnitConnect from time to time. User may opt out of receiving such communications at that time or at any subsequent time. Note that because the Service is a hosted, online application, UnitConnect occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.

2. License Grant & Restrictions UnitConnect hereby grants User a non-exclusive, non-transferable, worldwide right to use the Service, solely for User's own internal business purposes, subject to these Terms of Use (the "License"). All rights not expressly granted to User are reserved by UnitConnect and its licensors. User shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) co-brand (i.e., display any name, logo, trademark or other means of attribution or identification of any party in such a manner reasonably likely to give a user the impression that such other party has the right to display, publish or distribute the Service or content accessible through the Service) the Service, the Content or any portion thereof; (iv) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device (whereby the Service or portion thereof will appear on the same screen with a portion of another website); or (v) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User agrees to cooperate with UnitConnect in causing any unauthorized co-branding, framing or linking to immediately cease. User licenses may be used by any number of employees, representatives, consultants, contractors or agents within a single User organization, but cannot otherwise be shared or used by more than one User entity.

3. User's Responsibilities User is solely responsible for all activity occurring within User's account(s) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with User's use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. User shall: (i) notify UnitConnect immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to UnitConnect immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by User; and (iii) not impersonate another UnitConnect user or provide false identity information to gain access to or use the Service. In addition, User is solely responsible for the content of all visual, written or audible communications sent by User. User agrees that it will not use the Services to send unsolicited mass mailings outside of User's company or organization. User further agrees not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although UnitConnect is not responsible for any such communications, UnitConnect may delete any such communications of which UnitConnect becomes aware, at any time without notice to User.

4. Account Information and Data UnitConnect does not own any data, information or material that User submits to the Service in the course of using the Service ("Customer Data"). User, not UnitConnect, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and UnitConnect shall not be responsible or liable for the deletion, correction, destruction, damage, inaccuracy, loss of or failure to store any Customer Data. UnitConnect reserves the right to withhold, permanently remove and/or discard Customer Data without notice for any breach, including, without limitation, User's non-payment of Service fees. Upon termination for cause, User's right to access or use Customer Data shall immediately cease, and UnitConnect shall have no obligation to maintain, preserve or forward any Customer Data.

5. Technical, Customer, and Sales Support Technical, customer, and sales support is only provided via email or other online means and is not provided via phone or traditional mail.

6. Intellectual Property Rights UnitConnect (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the UnitConnect Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User or any other party relating to the Service. This Agreement is not a sale and does not convey to User any rights of ownership in or related to the Service, the UnitConnect Technology or the Intellectual Property Rights owned by UnitConnect. The UnitConnect name, the UnitConnect logo, and the product names associated with the Service are trademarks of UnitConnect or third parties, and no right or license is granted to use them. Accordingly, User will not reproduce, transmit, publish or distribute such Content to any third party without the express written consent of UnitConnect, which may be granted or withheld in UnitConnect's sole and absolute discretion, except that User may print out a copy of Content solely for User's personal use. In doing so, User will not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content.

7. Third Party Interactions During use of the Service, User may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between User and the applicable third-party. UnitConnect and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between User and any such third-party. UnitConnect does not endorse any sites on the Internet that are linked through the Service. UnitConnect provides these links to User only as a matter of convenience, and in no event shall UnitConnect or its licensors be responsible for any content, products, or other materials on or available from such sites. UnitConnect provides the Service to User pursuant to these Terms of Use. User recognizes, however, that certain third-party providers of ancillary software, hardware or services may require User's agreement to additional or different license or other terms prior to User's use of or access to such software, hardware or services.

8. Charges and Billing UnitConnect charges and collects in advance for use of the Service. UnitConnect will automatically renew User's subscription and charge User's credit card every month or year, depending on User's subscription type. All currency references are in U.S. dollars. Please note payment for the Service is non-refundable once User has subscribed to the Service, whether on a monthly or annual basis. There will be no refunds or credits for partial months or years of service. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. User must provide UnitConnect with a valid credit card as a condition to subscribing to the Service. UnitConnect reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 15 days prior notice to User, which notice may be provided by e-mail or posted on the UnitConnect website or application. User has the ability to upgrade or downgrade the Service at any time during the term (downgrades are only available with monthly subscription accounts, from one paying level to another -- downgrades from paying accounts to free accounts are not possible). Such upgrade or downgrade will take effect immediately. For any upgrade or downgrade in package level, the credit card that you provided as part of your Registration Data will automatically be charged the new rate on your next billing cycle. In the case of downgrades to a monthly subscription, there will be no refunds or credits for partial months of service. The expiration/renewal date of Service, whether monthly or annual, will not change. Fees may not be credited towards other Services. All currency references are in U.S. dollars. User is required to maintain a valid credit card on file from the Subscription Settings page of their account at all times. Regardless of User’s payment method, User’s subscription to the Service authorizes UnitConnect to charge User’s credit card. This authorization shall remain valid until 30 days after termination or cancellation of User’s account, whereupon UnitConnect may charge User’s credit card for any outstanding charges as may be applicable.

9. Excess Data Storage Fees The maximum disk storage space provided to User at no additional charge is 100 MB per account. If the amount of disk storage required exceeds these limits, User will be charged the then-current storage fees. UnitConnect shall not be responsible for notifying User when their total storage used reaches its approximate maximum; furthermore, any failure by UnitConnect to so notify User shall not affect User's responsibility for such additional storage charges. UnitConnect reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

10. Renewal UnitConnect charges and collects in advance for use of the Service. UnitConnect will automatically renew User's subscription and charge User's credit card every month or year at the commencement of each consecutive renewal term, which shall be monthly or annual depending on User's subscription type. The renewal charge will be based upon the then-current license fee in effect at the time of renewal. UnitConnect's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and User shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on UnitConnect's income. User agrees to provide UnitConnect with complete and accurate billing and contact information. This information includes User's legal name or company name, credit card and billing address, e-mail address, name and telephone number of an authorized billing contact. User agrees to update this information immediately upon change to it or in the event of a lost or stolen credit card. If the contact or billing information User has provided is false or fraudulent, UnitConnect reserves the right to terminate User's access to the Service in addition to any other legal remedies.

11. Non-Payment and Suspension In addition to any other rights granted to UnitConnect herein, UnitConnect reserves the right to suspend or terminate this Agreement and User's access to the Service if User's account becomes delinquent (falls into arrears) or User fails to maintain a valid credit on file for their account. Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. If User or UnitConnect initiates termination of this Agreement and User's access to the Service, User will be obligated to pay the balance due on User's account computed in accordance with the Charges and Payment of Fees section above. User agrees that UnitConnect may charge such unpaid fees to User's credit card or otherwise bill User for such unpaid fees. UnitConnect reserves the right to impose a reconnection fee in the event User is suspended and thereafter requests access to the Service. User agrees and acknowledges that UnitConnect has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if User's account is 15 days or more delinquent.

12. Cancellation and Termination upon Expiration User may cancel the Service, unless bound by an annual term, from the Subscription Settings page of User’s account at any time. Cancellation requests delivered by email, mail or telephone are not a guaranteed method of cancellation. For monthly subscriptions, User is purchasing the Service for full monthly terms, meaning if User attempts to terminate Service prior to the end of a monthly term, User will be responsible for the full month's charges to the end of the then-current term, including, without limitation, unbilled charges, which will immediately become due and payable. Expiration of the term or termination of Service will not excuse User from paying all accrued and unpaid charges due under this Agreement. For fixed term annual subscriptions (i.e., twelve (12) months), User is purchasing the Service for the full term, to be paid upfront annually. User’s annual subscription will automatically renew after the initial fixed term is over. Early cancellation of an annual subscription is not eligible for any refund, whether in whole or in part, and may also result in the loss of promotional consideration. Expiration of the term or termination of Service will not excuse User from paying all accrued and unpaid charges due under this Agreement. If User cancels the Service before the end of the term, your cancellation will take effect immediately. Upon cancellation, User will no longer have access to UnitConnect and all information contained within User's account will automatically, permanently and irreversibly delete. UnitConnect accepts no liability for such deleted information or content. If the User's credit card is invalid, the User will be notified to provide a valid credit card within 72 hours. If the subsequent credit card provided is invalid, the User will have 72 hours to provide a new card. If the third credit card provided is invalid, the Service may be cancelled and all the information contained within deleted permanently. UnitConnect accepts no liability for information that is deleted due to an invalid credit card.

13. Termination for Cause Any breach of User's payment obligations or unauthorized use of the UnitConnect Technology or Service will be deemed a material breach of this Agreement. UnitConnect, in its sole discretion, may terminate User's password, account or use of the Service if User breaches or otherwise fails to comply with this Agreement. In addition, UnitConnect may terminate a free trial account at any time in its sole discretion. User agrees and acknowledge that UnitConnect has no obligation to retain the Customer Data, and may delete such Customer Data, if User has materially breached these Terms of Use, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 15 days of notice of such breach.

14. Representations & Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. UnitConnect represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online UnitConnect help documentation under normal use and circumstances. User represents and warrants that User has not falsely identified itself nor provided any false information to gain access to the Service and that User's billing information is correct.

15. Indemnification User shall indemnify, defend and hold UnitConnect, its licensors, content providers, service providers and contractors, and each such party's parent organizations, subsidiaries, affiliates, members, managers, officers, directors, employees, attorneys and agents (collectively, the "Indemnified Parties") harmless from and against any and all claims, demands, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any breach of these Terms of Use by User, including any use of Content other than as expressly authorized in these Terms of Use, and including, without limitation: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by User of User's representations and warranties; or (iii) a claim arising from the breach by User of these Terms of Use. User will also indemnify, defend and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of User's use of any information accessed from the Service.

16. Disclaimer of Warranties User will have access to a variety of sources of content through the Internet. UnitConnect has made no effort to verify the accuracy or suitability of any information contained in any such sources. Accordingly, UnitConnect will have no liability or responsibility whatsoever for any content contained within any such sources. User accesses, uses and relies upon such content at User's own risk. User understands further that the Internet contains unedited materials, some of which are sexually explicit or may be offensive. User accesses such materials at User's risk. UnitConnect has no control over and accepts no responsibility whatsoever for such materials. User understands that, except for information, products or services clearly identified as being supplied by UnitConnect, UnitConnect does not operate, control or endorse any information, products or services on the Internet in any way. User also understands that UnitConnect cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. Each User is responsible for implementing sufficient procedures and checkpoints to satisfy User's particular requirements for accuracy of data input and output, and for maintaining a means external to the Service for the reconstruction of any lost data. UnitConnect does not assume any responsibility or risk for User's use of the Internet. UnitConnect AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. UnitConnect AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET USER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE SERVICE WILL MEET USER'S SREQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO USER STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY UnitConnect AND ITS LICENSORS.

17. Internet Delays UnitConnect'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. UnitConnect IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

18. Limitation of Liability IN NO EVENT SHALL UnitConnect'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY USER IN THE ONE (1) MONTH PERIOD, OR IN THE CASE OF AN ANNUAL SUBSCRIPTION, ONE TWELFTH (1/12) OF THE ANNUAL PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL UnitConnect AND/OR ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO USER IN CONNECTION WITH THE SERVICES BE LIABLE TO ANYONE UNDER ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS, LOST BUSINESS REVENUE, OTHER ECONOMIC LOSS OR ANY LOSS OF RECORDED DATA, INCLUDING BUT NOT LIMITED TO THE LOSS OF USER’S DATA, QUICKBOOKS COMPANY FILE(S) OR ANY OTHER DATA, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE OR CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, LOSS OR DELETION, UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF USER’S DATA THROUGH ACCIDENT, FRAUDULENT MEANS OR ANY OTHER METHOD REGARDLESS OF CAUSE IN THE CONTENT OR NEGLIGENCE ON THE PART OF UnitConnect OR ITS SERVICE PROVIDERS, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. UnitConnect Forms and Documents UnitConnect’s standard forms and documents (the “Forms”) are provided purely as a service to User and are not intended to provide specific commercial, financial, investment, accounting, tax, or legal advice. User acknowledges and agrees that the Forms do no constitute legal advice or representation, and that any use or reliance on the Forms shall be entirely at User’s own risk. User must consult an attorney before using or relying on the Forms. The Forms are provided solely for User’s own personal, non-commercial use and not for purposes of resale, distribution, third-party use, public display or performance, or any other uses by User in any form or manner whatsoever. In no event shall UnitConnect and its Indemnified Parties be liable for any direct, indirect, consequential or exemplary damages or expenses (including attorney’s fees and costs) or any claim arising from or in connection with the use of the Forms. The use of the Forms are subject to these Terms of Use.

20. Additional Rights Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

21. Local Laws and Export Control UnitConnect provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. User acknowledges and agrees that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, User represents and warrants that User is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000 UnitConnect and its licensors make no representation that the Service is appropriate or available for use in other locations. If User uses the Service from outside the United States of America , User is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

22. Notice UnitConnect may give notice by means of a general notice on the Service, electronic mail to User's e-mail address on record in UnitConnect's account information, or by written communication sent by first class mail or pre-paid post to User's address on record in UnitConnect's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). User may give notice to UnitConnect (such notice shall be deemed given when received by UnitConnect) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to UnitConnect at the following address: UnitConnect, Inc., 81-31 189 Street, Hollis, NY 11423, addressed to the attention of: Billing. To terminate or cancel the Service, User shall abide by the terms and conditions set forth in Sections 12 and 13 hereto, as appropriate.

23. Modification to Terms UnitConnect reserves the right to modify these Terms of Use or its policies relating to the Service at any time, effective upon posting of an updated version of these Terms of Use on the Service. User is responsible for regularly reviewing these Terms of Use. Continued use of the Service after any such changes shall constitute User's consent to such changes.

24. Assignment This Agreement may not be assigned by User without the prior written approval of UnitConnect but may be assigned without User's consent by UnitConnect to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger or consolidation. Any purported assignment in violation of this section shall be void.

25. Resale of Service User agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express permission by UnitConnect.

26. No Third Party Beneficiaries No provision of these Terms of Use provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

27. General This Agreement shall be governed by New York law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts for the Northern District of California. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary these Terms of Use. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between User and UnitConnect as a result of this Agreement or use of the Service. The failure of UnitConnect to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by UnitConnect in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between User and UnitConnect and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. All Beta Software Agreements posted on the UnitConnect website are incorporated herein and made part of these Terms of Use by reference. User acknowledges that any use of the Services contrary to these Terms of Use, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to UnitConnect, its affiliates, suppliers and any other party authorized by UnitConnect to resell, distribute, or promote the Services ("Resellers"), and under such circumstances UnitConnect, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

28. Definitions As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these Terms of Use, any Order Forms, whether written or submitted online, and any materials available on the UnitConnect website specifically incorporated by reference herein, as such materials, including these Terms of Use, may be updated by UnitConnect from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to User in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by User to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date User begins using the Service; "Initial Term" means the initial period during which User is obligated to pay for the Service equal to the billing frequency selected by User during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means the individual(s) designated by User who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer User's use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means UnitConnect's online application that allows the License Administrator designated by User to, among other things, add additional Users to the Service; "UnitConnect" means UnitConnect, Inc., a California corporation; "Service(s)" means the specific edition of UnitConnect's online property management, portfolio management, lease administration, billing, data analysis, contact management, activity management or other services identified during the ordering process, developed, operated, and maintained by UnitConnect, accessible via http://www.UnitConnect.com or another designated web site or IP address, or ancillary services rendered to User by UnitConnect, to which User is being granted access under this Agreement, including the UnitConnect Technology and the Content; "User(s)" means User's employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by User (or by UnitConnect at User's request).