Last updated October 6, 2026
1. ATTENTION! THE FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING ON CUSTOMER UPON CUSTOMER’S USAGE OF THE EUNIFY SERVICE. CUSTOMER SHOULD CAREFULLY READ THE FOLLOWING TERMS OF SERVICE BEFORE USING THE EUNIFY SYSTEM.
2. Terms of Service.
Customer acknowledges and agrees that these Terms of Service, together with the signed service agreement between Customer and eUnifyCentral LLC (the “Service Agreement”), including its incorporated appendices and any written amendments signed by both parties, govern Customer’s access to and use of the Service (collectively, the “Agreement”). References to “eUnify” in these Terms of Service mean eUnifyCentral LLC as Service Provider. Capitalized terms not otherwise defined herein have the meanings given in the Service Agreement. Unless expressly agreed otherwise, new features that augment or enhance the Service and additional services purchased by Customer are subject to the Agreement.
2.1. Customer Must Have Internet Access.
Customer must have or must obtain access to the World Wide Web, either directly or through devices that access Web-based content. Customer must also provide all equipment necessary to make such (and maintain such) connection to the World Wide Web. Customer understands that DSL, cable, or other high speed Internet connection is required for proper performance of the Service.
2.2. Accuracy Of Customer’s Contact Information.
Customer agrees to provide accurate, current and complete information on Customer’s legal business name, address, email address, and phone number, and maintain and promptly update this information if it should change.
2.3. Passwords, Access, And Notification.
Customer may designate an unlimited number of users (authorized users) under Customer’s site. Customer may provide and assign unique passwords and user names to each authorized user. Customer agrees that Customer is prohibited from sharing passwords and/or user names with any unauthorized user. Customer will be responsible for the confidentiality and use of Customer’s user’s passwords and user names. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer’s account. eUnify will act as though any Electronic Communications it receives under Customer’s passwords, user name, and/or account number will have been sent by Customer. Customer agrees to immediately notify eUnify if Customer becomes aware of any loss or theft or unauthorized use of any of Customer’s passwords, user names, and/or account number.
2.4. Customer’s Lawful Conduct.
The Service allows Customer to send Electronic Communications directly to eUnify and to third-parties. Customer agrees to comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation those related to privacy, electronic communications, and anti-spam legislation. Customer will not send any Electronic Communications from the Service that are unlawful, harassing, libelous, defamatory, or threatening. Except as permitted by this Agreement, no part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Service by any means other than through the interfaces that are provided by eUnify. Customer shall not license, rent, sell, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Service available to any unauthorized user, including but not limited to, by “mirroring” or “framing” any part of the Service, or by creating Internet links to the Service which include log-in information, user names, passwords, and/or secure cookies. Customer will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (including but not limited to rights of publicity and privacy) without first obtaining the permission of the owner of such rights. Customer will not in any way express or imply that any opinions contained in Customer’s Electronic Communications are endorsed by eUnify. Neither Customer, nor someone acting on Customer’s behalf, will use the Service to target for solicitation any eUnify customers for purposes of providing any competitive product. Customer shall ensure that any use of the Service by Customer’s employees (or Customer’s other authorized users) is in accordance with the terms and conditions of this Agreement.
2.5. Third-Party Software.
Customer agrees to use third party software necessary for accessing the Service, including, but not limited to, “browser” software that supports a data security protocol compatible with the protocol used by eUnify. Until notified otherwise by eUnify, Customer agrees to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by eUnify and to follow logon procedures for services that support such protocols. Customer agrees that eUnify is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software; or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet, which are not owned or operated by eUnify.
2.6. Transmission Of Data.
Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to Customer’s use of the Service. Customer expressly consents to eUnify’s interception and storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by eUnify. Customer acknowledges and understands that changes to Customer’s Electronic Communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices. Customer further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. Customer agrees that eUnify is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by eUnify, including, but not limited to, the Internet.
2.7. Links/Third-Party Data.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because eUnify has no control over such sites and resources, Customer agrees that eUnify is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. In addition, Customer agrees that eUnify is not responsible for any and all third-party information that may be provided to Customer through the Service (e.g. through the integration of the Service with a third party online application).
2.8. eUnify’s Support.
Included training, customer support, support channels, support hours, and any applicable professional services charges are governed by the Service Agreement. eUnify may also make User Guides, a Knowledge Base, and online help available to assist Customer in using the Service.
2.9. Trademark Information.
eUnify, the eUnify logo™, and other eUnify service marks, logos and product and service names are marks of eUnify the “eUnify Marks”). Customer agrees not to display or use the eUnify Marks in any manner without eUnify’s express prior written permission.
2.10. Relationship of the Parties.
Nothing contained herein shall be construed to create any joint venture, partnership, independent contractor, employer-employee relationship between Customer and eUnify.
2.11. Intellectual Property.
The eUnify Marks as well as all of eUnify’s works of authorship including computer programs and software, source code and executable code, documentation, designs, files, records, data and mask works, copyrights, copyright applications and copyright registrations, moral rights and publicity rights, inventions, improvements and technology, patent applications and patents (collectively “Intellectual Property”) shall be the sole property of eUnify. Customer use of eUnify’s Services shall create no ownership interest in any of the Intellectual Property nor any right to use or license the Intellectual Property except per the terms of this Agreement. Any contributions, suggestions, modifications or customizations made to the Intellectual Property by Customer, whether solicited or unsolicited, shall not convert, transfer or create any ownership, lien and/or license to use the Intellectual Property by Customer.
The foregoing paragraph notwithstanding, the Customer’s trademarks, trade names, logos, branding or Electronic Communications and/or Customer Data shall not be construed as eUnify’s Intellectual Property, nor shall anything contained herein be construed as a transfer of ownership in any of Customer’s trademarks, trade names, logos, branding or Electronic Communications and/or Customer Data to eUnify.
2.12. Confidential Information.
For purposes of this Agreement, confidential information shall include the terms of this Agreement, Customer Data, and any information that is clearly identified in writing at the time of disclosure as confidential (“Confidential Information”). Each party agrees: (a) to keep confidential all Confidential Information disclosed to it by the other party or by a third-party; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise rights under this Agreement; and (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. Notwithstanding the foregoing, this Section 2.12 will not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted by law or order of a court or other governmental authority or regulation. With respect to any information received by either party from the other as a result of any other relationship between the parties other than in the course of performance under this Agreement (i.e., business development, partnership, alliance, etc.), the parties will abide by the terms and conditions of any applicable Nondisclosure Agreement (or similar agreement) executed between the parties.
2.13 License From Customer.
Customer understands and agrees that it is eUnify’s practice to make back up copies of the Customer Data in Customer’s account. Customer acknowledges and agrees that eUnify may store and maintain such data for approximately one year (unless legally required to maintain such Customer Data longer). Subject to the terms and conditions of this Agreement, Customer grants eUnify a limited non-exclusive non-transferable license to copy, store, record, transmit, maintain, display, view, print, or otherwise use Customer Data to the extent necessary to provide the Service to Customer. Customer agrees that the license to store and maintain Customer Data shall survive the termination of this Agreement for approximately one year for the sole purpose of storing backup Customer Data at eUnify’s offsite storage facility. Subject to the terms of this Agreement, eUnify agrees that, as between Customer and eUnify, Customer Data shall at all times be considered the property of Customer.
2.14 Storage Limits.
eUnify does not impose any limits on the amount of database storage. Client storage in excess of 10GB will be billed at $5/GB/month.
2.15 Fees.
Subscription fees, setup fees, billing commencement, payment due dates, late charges, and other customer-specific commercial terms are governed by the Service Agreement. Storage charges are addressed in Section 2.14 unless otherwise specified in the Service Agreement. If Customer elects automatic credit-card billing, Customer authorizes eUnify to charge the designated card for amounts due under the Agreement on the billing date agreed with Customer. Customer shall maintain current billing and payment information. Suspension for nonpayment is governed by Section 7.1.
3. Warranties.
3.1. Warranty Of Functionality.
eUnify warrants to Customer during the Term that the Service will achieve in all material respects the functionality described in the User Guides and that such functionality will be maintained in all material respects in subsequent upgrades to the Service. eUnify does not warrant that the Service will be error-free. Customer’s sole and exclusive remedy for eUnify’s breach of this warranty shall be that eUnify shall be required to use commercially reasonable efforts to modify the Service to achieve in all material respects the functionality described in the User Guides and other related documentation and if eUnify is unable to restore such functionality, Customer shall be entitled to terminate the Agreement. eUnify shall have no obligation with respect to a warranty claim unless notified of such claim within sixty (60) days of the first instance of any material functionality problem, and such notice must be sent to billing@eUnify.com.
3.2. Service Level Warranty.
eUnify warrants that during the Term that eUnify will meet the service level specified in the “Service Level Commitment” listed on Schedule A hereto, which is hereby incorporated by reference. In the event that eUnify fails to achieve the applicable service level in any month, Customer will be entitled, as its sole and exclusive remedy, to a credit in accordance with the terms set forth in the Service Level Commitment. Customer agrees that eUnify’s system logs and other records shall be used for calculating any service level events.
3.3. Security, Data Integrity And Backup Warranty.
eUnify warrants during the Term of this Agreement that eUnify will use commercially reasonable efforts to safeguard and accurately maintain Customer Data, utilizing at a minimum industry standard security and backup procedures.
3.4. Non-Infringement Warranty.
eUnify warrants that it is the sole owner and has full power and authority to grant the license and use of the Service and other rights granted by the Agreement to Customer with respect to the Service and that neither the performance by Customer in its utilization of the Service, nor the license of and authorized use by Customer of the Service as described herein will in any way constitute an infringement or other violation of any copyright or trademark of any third party.
3.5. Other Warranty.
eUnify warrants that the Service shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components.
4. Disclaimer Of Warranties.
EXCEPT AS STATED IN SECTION 3 ABOVE, EUNIFY DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN SECTION 3 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY EUNIFY. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS STATED IN SECTION 3 ABOVE, THE SERVICE IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND IS FOR COMMERCIAL USE ONLY. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.
5. Limitations Of Liability.
CUSTOMER AGREES THAT THE CONSIDERATION WHICH EUNIFY IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY EUNIFY OF THE RISK OF CUSTOMER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OR DISCLOSURE OF CUSTOMER DATA, LOST REVENUE, LOST PROFITS, OR LOSS OF OTHER ECONOMIC ADVANTAGE) ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION TO THE MAXIMUM EXTENT PERMITTED BY LAW ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. Except with regard to amounts due under this Agreement, and a party’s breach of Section 2.12, the maximum liability of either party to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of the Service, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, negligence, tort, or otherwise, shall in no case exceed the usage fees for the prior 12 months applicable at the time of the event. In the event of a breach of Section 2.12 of this Agreement, the maximum liability of either party shall be an amount equal to five (5) times the usage fees for the prior 12 months applicable at the time of the event. The essential purpose of this provision is to limit the potential liability of the parties arising from this Agreement. The parties acknowledge that the limitations set forth in this Section 5 are integral to the amount of fees charged in connection with the license of the Service and that, were eUnify to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 5 SHALL NOT APPLY TO EITHER PARTY’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 6 BELOW
6. Indemnification.
6.1. Infringement.
eUnify will indemnify, defend and hold Customer harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Customer which arise out of or result from the infringement of any copyright, trademark, or misappropriation of a trade secret relating to the Service; provided that Customer (a) promptly gives eUnify notice of the claim, suit, action, or proceeding; (b) gives eUnify sole control of the defense and related settlement negotiations; and (c) provides eUnify with all reasonably available information and assistance necessary to perform eUnify’s obligations under this paragraph. If the Service is held to infringe, eUnify will, at its own expense, in its sole discretion use commercially reasonable efforts either (a) to procure a license that will protect Customer against such claim without cost to Customer; or (b) to replace the Service with a non-infringing Service. Provided that eUnify complies with this Section 6.1, Customer shall be entitled as its sole and exclusive remedy to terminate the Agreement and receive a pro-rata refund of the usage fees paid for under the Agreement for the terminated portion of the Term.
6.2. Disclosure Of Customer Data.
eUnify will indemnify, defend and hold Customer harmless from and against any Losses arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Customer which arise out of or result directly from eUnify’s gross negligence in preventing unauthorized access to confidential Customer Data or eUnify’s willful misconduct in disclosing Customer Data, as determined by a court of competent jurisdiction in connection with a claim by a third party alleging a breach of confidentiality. eUnify will indemnify Customer up to an amount equal to five (5) times the usage fees for the prior 12 months applicable at the time of the event, from and against any Losses incurred by Customer with respect to any third party claim, suit, action, or proceeding arising out of or relating to eUnify’s breach of Section 2.12 of this Agreement (which breach does not rise to the level of gross negligence in preventing unauthorized access to confidential Customer Data or willful misconduct in disclosing such confidential Customer Data as described in this Section 6.2). eUnify’s indemnification obligations under this Section 6.2 are expressly premised upon Customer (a) promptly giving eUnify notice of any such third party claim, suit, action, or proceeding; (b) giving eUnify sole control of the defense and related settlement negotiations; and (c) promptly providing eUnify with all reasonably available information and assistance necessary to perform eUnify’s obligations under this Section 6.2. Provided that eUnify complies with this Section 6.2, Customer shall be entitled as its sole and exclusive remedy to terminate the Agreement and receive a pro-rata refund of the usage fees paid for under the Agreement for the terminated portion of the Term.
6.3. Customer’s Indemnity.
Customer shall indemnify, defend, and hold eUnify harmless from and against any and all Losses arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against eUnify which arise out of or result from a claim by a third-party (i) alleging that the Customer Data or any trademarks or service marks other than eUnify Marks, or any use thereof, infringes the intellectual property rights or other rights, or has caused harm to a third party, or (ii) arising out of Customer’s breach of Section 2.4 and 2.12 above, provided that eUnify (a) promptly provides Customer notice of the claim, suit, action, or proceeding; (b) gives Customer sole control of the defense and related settlement negotiations; and (c) provides Customer with all reasonably available information and assistance necessary to perform Customer’s obligations under this paragraph.
6.4. Survival.
The indemnification obligations contained in this Section 6 shall survive termination of this Agreement for one year.
7. Suspension/Termination.
7.1. Suspension For Delinquent Account.
eUnify reserves the right to suspend Customer’s access to and/or use of the Service (and that of any other customer of eUnify that controls, is controlled by, or is under common control with Customer) (a “Customer Affiliate”)) for any accounts for which any payment is due but unpaid but only after eUnify has provided Customer two (2) delinquency notices, and at least thirty (30) days have passed since the transmission of the first notice (“Delinquent Account Status”). eUnify also reserves the right to suspend Customer’s access and/or use of the Service in the event that any Customer Affiliate account is in Delinquent Account Status. Customer agrees that eUnify shall not be liable to Customer or to any Customer Affiliate or other third party for any suspension of the Service resulting from Customer’s nonpayment of fees as described in this Section 7.1.
7.2. Suspension For Ongoing Harm.
Customer agrees that eUnify may with reasonably contemporaneous telephonic notice to Customer suspend Customer’s access to the Service if eUnify reasonably concludes that Customer is using the Service to engage in denial of service attacks, spamming, or using the Service to engage in illegal activity, and/or Customer’s use of the Service is causing immediate, material and ongoing harm to eUnify or others. In the extraordinary event that eUnify suspends Customer’s access to the Service, eUnify will use commercially reasonable efforts to resolve the issues causing the suspension of Service. Customer agrees that eUnify shall not be liable to Customer nor to any third party for any suspension of the Service under such circumstances as described in this Section 7.2.
7.3. In The Event of Breach.
Either party may terminate this Agreement upon thirty (30) days formal written notice to the other party in the event of a material breach of any provision of this Agreement by the other party. Such notice by the complaining party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure such alleged breach (“Notice”). Following receipt of such Notice, the alleged breaching party shall have thirty (30) days to cure such alleged breach, after which time the Agreement shall terminate only if the alleged breach was not cured. Upon termination or expiration of this Agreement, Customer shall have no rights to continue use of the Service. If this Agreement is terminated by Customer for any reason other than a termination expressly permitted by this Agreement, Customer agrees that eUnify shall be entitled to all of the fees due under this Agreement for the entire Term. If this Agreement is terminated as a result of a breach on eUnify’s part, eUnify shall refund the pro rata portion of any fee paid by Customer for the terminated portion of the Term.
7.5. Handling Of Customer Data In The Event Of Termination.
Customer agrees that following termination of Customer’s account and/or use of the Service, eUnify may immediately deactivate Customer’s account and that following a reasonable period of not less than 90 days shall be able to delete Customer’s account and related Customer Data from eUnify’s “live” site, while retaining Customer Data offsite storage. However, in the event that Customer’s Service with eUnify terminates, eUnify will grant Customer temporary, limited access to the Service for the sole purpose of permitting Customer to retrieve lawful Customer Data, provided that Customer has paid in full all good faith undisputed amounts owed to eUnify. Customer further agrees that eUnify shall not be liable to Customer nor to any third party for any termination of Customer access to the Service or deletion of Customer Data, provided that eUnify is in compliance with the terms of this Section 7.5.
8. Modification To Or Discontinuation Of The Service.
eUnify reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof). In the event that eUnify modifies the Service in a manner which removes or disables a feature or functionality on which Customer materially relies, eUnify, at Customer’s request, shall use commercially reasonable efforts to substantially restore such functionality to Customer. In the event that eUnify is unable to substantially restore such functionality (unless enjoined from doing so by a court of competent jurisdiction), Customer shall have the right to terminate the Agreement and receive a pro-rata refund of the usage fees paid under the Agreement for the terminated portion of the Term. Customer acknowledges that eUnify reserves the right to discontinue offering the Service at the conclusion of Customer’s then current Term. Customer agrees that eUnify shall not be liable to Customer nor to any third party for any modification of the Service as described in this Section 8.
9. Modification To The Terms Of Service.
eUnify may amend these Terms of Service by providing at least thirty (30) days’ advance notice to an administrator designated for Customer’s account, either through a notice displayed after login or by email to the administrator’s registered email address. Customer’s continued use of the Service on or after the effective date constitutes acceptance of the modified Terms of Service, subject to any timely written objection and the procedure below.
If Customer does not accept the modified Terms of Service, Customer shall provide eUnify written notice of non-acceptance before the modifications become effective. Within ten (10) days after receiving a timely written objection, eUnify may elect either to continue the Agreement under the previous, unmodified Terms of Service or to terminate the Agreement immediately without penalty. Termination under this Section does not relieve Customer of obligations for previously invoiced and unpaid bills. Any conflicting amendment procedure expressly stated in the Service Agreement controls pursuant to Section 10.4.
10. Miscellaneous Provisions.
10.1 Dispute Resolution And Collections.
Governing law, dispute resolution, arbitration, and venue are governed by the Service Agreement. Nothing in the Agreement prevents eUnify from submitting unpaid invoices to third-party collection firms or reporting nonpayment to credit bureaus, subject to applicable law.
10.2 Attorneys’ Fees.
In any dispute arising under this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and costs.
10.3 Severability.
In the event that any of the terms, conditions or provisions of this Agreement shall be determined to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions, which shall continue to be valid to the fullest extent permitted by law.
10.4 Superseding Prior Agreements.
The Agreement, consisting of the signed Service Agreement, its incorporated appendices, these Terms of Service (including Schedule A), and any written amendments signed by both parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous discussions, agreements, and communications concerning that subject matter. If a provision of these Terms of Service conflicts with the Service Agreement, the Service Agreement controls. A written amendment signed by both parties controls to the extent it expressly modifies a provision of the Agreement.
10.5 Survival.
The obligations contained in this Sections 2.9 – 2.13, and 10 shall survive termination of this Agreement, for any reason, for five years.
Schedule A
SERVICE LEVEL COMMITMENT FOR SUBSCRIBERS OF eUnify
Covered Services And Availability
This Service Level Commitment applies to Customer’s paid production uManage system and authenticated homeowner portal (the “Covered Services”). Availability is measured for Customer’s production environment, not solely by whether eUnify’s infrastructure or other customers’ environments are operating. A failure affecting only Customer may qualify as Downtime only if it meets all conditions in the definition below.
Definition Of Downtime
“Downtime” means a continuous period of at least fifteen (15) minutes during which an unplanned failure within systems operated by eUnify renders a Covered Service substantially unavailable to a majority of Customer’s authorized users who attempt to access that Covered Service during the affected period. Substantial unavailability means those users cannot authenticate through a working standard access route or cannot access the Covered Service’s principal application interface after authentication. If an interruption meets the fifteen-minute threshold, the entire qualifying interruption is counted. Separate shorter interruptions are not aggregated to satisfy that threshold.
Downtime does not include reduced performance, intermittent errors that do not meet the foregoing threshold, failures affecting individual users or a minority of attempting users, or the unavailability, malfunction, or inaccurate output of an individual module, report, transaction type, integration, or feature while the principal application interface remains accessible. A feature defect qualifies only if it causes substantial unavailability of the Covered Service as defined above. Availability does not guarantee that every function operates correctly or that every transaction can be completed.
Standard Access
A Covered Service is considered available when authorized users can authenticate through eUnify’s standard login page for the applicable association or management company and access the principal application interface. Unavailability of an alternative or customized access path does not constitute Downtime while standard access remains available. Customer is responsible for communicating standard access instructions to its users.
Functionality And Other Contractual Remedies
Defects affecting individual features, modules, integrations, or outputs are addressed under the applicable support and functionality provisions of the Agreement rather than this uptime commitment, unless their effect meets all conditions in the definition of Downtime. Classification of an issue under this Schedule A does not eliminate rights or obligations under Sections 3.1, 7.3, or 8, subject to the other terms and limitations of the Agreement. An SLA credit does not, by itself, resolve a separate claim concerning functionality.
Service Level Commitment And Credit Calculation
eUnify commits to provide 99.5% uptime for each Covered Service during each calendar month of the Term, excluding qualifying scheduled maintenance. Monthly uptime equals the total minutes in the month, less qualifying scheduled maintenance minutes and Downtime minutes, divided by the total minutes in the month less qualifying scheduled maintenance minutes, multiplied by 100. Availability and eligibility are evaluated monthly, even when a credit request covers a calendar quarter.
If the monthly uptime commitment is not met and Customer was negatively impacted by qualifying Downtime, Customer is eligible for a credit determined by the lowest monthly uptime percentage of an affected Covered Service, as follows:
| Monthly Uptime | Subscription Credit |
|---|---|
| 99.5% or higher | No credit |
| 99.0% to less than 99.5% | 2% |
| 98.0% to less than 99.0% | 5% |
| Less than 98.0% | 10% |
The applicable percentage is applied to the recurring subscription fee for the affected Covered Service for that month. Where affected Covered Services are sold under a single bundled subscription, the bundled recurring subscription fee is used. Where affected Covered Services are separately priced, the percentage is applied once to the combined recurring subscription fees for those affected Covered Services. Customer may receive only one SLA credit per calendar month. Credit percentages are not added or stacked across incidents, associations, modules, or Covered Services, and no credit is calculated on an hourly basis. The maximum SLA credit for a calendar month is ten percent (10%) of the applicable recurring subscription fees described above.
Credits exclude setup, implementation, training, professional services, postage, payment-processing, and other transaction or usage charges. Credits are applied to future invoices and are not cash refunds. The service credit is the sole and exclusive monetary remedy for failure to meet this uptime commitment, without limiting separate remedies expressly provided for other breaches of the Agreement.
Scheduled And Unscheduled Maintenance
Scheduled maintenance is excluded from Downtime only for the announced maintenance window and only if notice is provided to Customer’s designated administrator by email or an account notice at least two full business days before maintenance begins. Any qualifying loss of access continuing beyond the announced window counts as Downtime. Unscheduled or emergency maintenance that meets the definition of Downtime counts against the uptime commitment, even if eUnify attempts to provide advance notice.
Events Outside The Commitment
Downtime excludes access failures caused by Customer’s devices, local networks, internet connection, unauthorized configuration changes, or failure to follow communicated access instructions; public internet failures outside eUnify’s hosting environment; and outages limited to independent third-party integrations while Covered Services remain generally accessible and usable. Failure of infrastructure or hosting providers used by eUnify to operate Covered Services is not excluded solely because a third party supplies that infrastructure. Ordinary rejection of invalid credentials or enforcement of authorized permissions is not Downtime. Suspension permitted under Section 7 is not Downtime under this Schedule A.
Measurement And Incident Records
Qualifying Downtime begins when all conditions in the definition of Downtime are met and ends when those conditions cease, including when access becomes available through the standard login page described above. Incident duration is determined by actual service availability rather than administrative milestones or communications alone.
eUnify will determine availability and qualifying Downtime using its system logs, monitoring, and other operational records. Customer shall provide reasonably available supporting information identifying the affected service, users, times, and observed failures. Customer-provided evidence and support records may supplement eUnify’s operational records but do not, by themselves, establish qualifying Downtime. eUnify’s determination shall control absent a demonstrable material error in the calculation or supporting records. On request, eUnify will provide a summary of qualifying outage intervals, excluded periods, monthly uptime, and any resulting credit.
Credit Request
To receive a credit, Customer must email billing@eUnify.com within five (5) days after the end of the applicable calendar quarter. The request should identify the affected Covered Service, known dates and approximate times of the access failure, and relevant support ticket numbers. Customer need not calculate the final outage duration or credit amount. eUnify will confirm receipt. If Customer does not receive confirmation, Customer should resubmit the request; a documented timely submission is not disqualified solely because an automated acknowledgment was not received. Customers who are past due or in default with respect to any payment or material contractual obligation are not eligible for a credit under this Service Level Commitment. Issued credits remain valid for two years from the quarter for which they were issued.
Updates And Notice
Changes to this Service Level Commitment are subject to Section 9 and any controlling provisions of the Service Agreement, including at least thirty (30) days’ advance notice. Changes apply prospectively from their effective date and do not alter the commitment applicable to an earlier incident or a pending credit request concerning that incident.
Excluded Environments
Designated staging, beta, development, demonstration, and other test environments are excluded from this Service Level Commitment. Paid production Covered Services are included.