Unilync’s Terms And Conditions

Services To Be Provided Unilync offers the following automated message transmittal service (the “Service”): (a) Unilync Connect and the following payment collections service (b) Unilync Collect, using interactive text, email and voice notifications, in each case to such domestic telephone numbers as Client may enter on its account page on Unilync’s web site, www.Unilync.com. Unilync shall use commercially reasonable efforts to provide said Service, subject to the Client’s timely payment of Service Fees (hereinafter defined) and compliance with the provisions of these Terms and Conditions.
Client’s Entry of Customer Data Client shall use Unilync’s portal web application to enter and manage all data (the “Client Data”), required for Unilync to provide the Service. Unilync grants to Client a non-exclusive, non-transferable, revocable right to use Unilync’s web application during the Term for purposes of entering such Data and enabling Unilync to provide Service.
Service Interruptions In the event of any interruption or failure of or delay in Service (an “Interruption”), Unilync shall (a) subject to Client’s timely advising Unilync, by e-mail or telephone call, of the Interruption, credit Client with one-thirtieth of one month’s Service Fee applicable to the Interrupted Service for every day after the day of Unilync’s receipt of such advice during which Interruptions are not corrected by 8:00 P.M., local time (an “Interruption Credit”), and (b) use commercially reasonable efforts to advice Client, by e-mail or telephone call, of all such Interruptions not corrected by 8:00 P.M., local time, of said day. SUCH INTERRUPTION CREDITS SHALL BE CLIENT’S ONLY REMEDY FOR OR IN CONNECTION WITH INTERRUPTIONS, whether arising from or in connection with delays or difficulties with telephone or electric service or other untoward circumstances, software or hardware misfunction or downtime, fire, natural disaster, act of government, labor dispute, or any other act or condition other than those directly, intentionally and wrongfully caused by Unilync.
Non-Disclosure and Limits on Use of Client’s Confidential Information Unilync shall not use Client Data other than in connection with its Service, and shall not disclose such Data other than as requested by a governmental agency or body or as is, in the opinion of legal counsel satisfactory to Unilync, required by law.
Payment of Service Fees The fees for the services to be provided by Unilync will depend upon the volume of data being processed and the services being used. The fees will be part of the agreement signed with the client. All Fees are payable on the first day of the month, except that payment for Service commencing other than on the first day of the month are payable on commencement pro rata for the balance of the month, in advance of the provision of Service. Payments more than 14-days past due shall be subject to a charge on the past due balance calculated at the rate of 1% per month (or if lower, at the maximum rate permitted by law).
Credit or Debit Card Account Automatic Payment Authorization By registering for Service by calling a Unilync representative and giving them credit card or debit card information, or by completing and signing Unilync’s order form and entering such information thereon, Client authorizes Unilync to charge said account and to instruct payment therefrom, when due, to Unilync of all Service Fees payable. Client authorizes Unilync to execute Client’s signature to effect such charges and payments, and to such instructions
Client’s Representations and Warranties (a) HIPAA Privacy Compliance: Client represents and warrants to Unilync that all Service to be provided by Unilync pursuant to Client’s request will, subject only to Unilync’s compliance with the provisions of paragraph 5 of this Agreement, will not violate any HIPAA law or regulation protecting the privacy of health information. (b) Do Not Call Laws Compliance: Client represents and warrants to Unilync that, by reason of the Client’s prior relationships with the persons to whom text/phone notifications are to be transmitted, the Service will not violate any Federal and State law and regulation applicable to unsolicited text/phone notifications. (c) No Defamatory Statement, etc. Client represents and warrants to Unilync that no statement it requests or be transmitted by group call will be defamatory or unlawful or intended in connection with any unlawful purpose.
Sales Tax Client shall be responsible for and pay the amount of all sales and use taxes applicable to the Service.
Term Unilync shall provide Service to Client, and Client shall pay Service Fees to Unilync, as filled in and checked-off on the cover page and as otherwise provided for in this Agreement, for a period starting on the date Unilync begins providing Service to Client and ending on the last day of the contract duration (the “Term”). Fees for a partial month’s Service shall be pro-rated.

Thirty-day Client Cancellation Privilege Client shall be entitled to cancel Services under this Agreement during the first 30 days of the initial Term, by e-mail advice of cancellation to Unilync. The Term and the parties’ future obligations under this Agreement shall terminate on such cancellation
Independent Contractors The parties to this Agreement are independent contractors, and no principal-agent, partnership, joint venture or employer-employee relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party.
Indemnities; Warranty; Limitation on Liabilities (a) For Breach of Agreement Each party shall indemnify and hold the other party (and its employees, officers, directors and stockholders) harmless from, and shall pay to the indemnified party (and its employees, officers, directors and stockholders) the amount of their losses, liabilities, damages and expenses (including collection agency fees and charges, costs of witnesses and investigation, and reasonable attorneys’ fees) arising, directly or indirectly, from or in connection with any breach by the indemnifying party of this Agreement, provided that UNILYNC’S INDEMNITY OBLIGATIONS SHALL NOT EXCEED THE SUM OF ALL SERVICE FEES RECEIVED FROM CLIENT DURING THE PRIOR THREE MONTHS, AND UNILYNC SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES OR LOSSES. (b) For Third Party Claims In addition, Client shall Indemnify Unilync (and its employees, officers, directors and stockholders), and shall pay to the indemnified party (and its employees, officers, directors and stockholders) the amount of their losses, liabilities, damages and expenses (including collection agency fees and charges, costs of witnesses and investigation, and reasonable attorneys’ fees) arising, directly or indirectly, from any and all claims related to the Service or arising, directly or indirectly, from or in connection with this agreement, by or on behalf of any entity or person not a party to this agreement. (c) As Exclusive Remedy THE INDEMNITIES HEREUNDER PROVIDE THE PARTIES’ EXCLUSIVE MONETARY REMEDIES UNDER OR IN CONNECTION WITH THIS AGREEMENT. (d) Limitation on Unilync’s Liabilities Unilync’s total liabilities under or in connection with this agreement shall not exceed the sum of all Fees received from Client during the prior three months. (e) Unilync’s Warranty Unilync warrants that it has no reason to believe that the Unilync application or its provision of Service infringes a patent, copyright, trade secret or other intellectual property right of any third party. THE ABOVE WARRANTY IS THE ONLY WARRANTY MADE BY UNILYNC. CLIENT DISCLAIMS RELIANCE ON, AND WAIVES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
Miscellaneous (a) Right to Decline to Provide Service. Unilync may, with or without cause, decline to provide Service to a Client or a Service to a Client, in its sole and absolute discretion, and shall refund all Service Fees received in connection with any Service not provided pursuant to this provision. (b) Applicable Law These Terms and Conditions constitute the agreement of the parties, and they shall be governed under the laws of the State of Ohio as they apply to a contract entered into and performed wholly within that State, without giving effect to principles of conflicts of laws. (c) Jurisdiction The Supreme and Civil Courts of the State of Ohio, Franklin County, shall have jurisdiction over the parties with respect to any dispute between them arising under or in connection with this agreement. THE PARTIES CONSENT TO SUCH JURISDICTION AND VENUE, AND WAIVE TRIAL BY JURY (d) Notices Notices under this agreement may be give by e-mail or in a writing delivered to the other party. (e) No Third Party Rights No third party shall have any right or remedy under or in connection with this agreement or the provision or failure to provide any Service. (f) Entire Agreement This agreement constitutes the entire and only agreement of the parties. It cannot be amended, waived, or discharged except by writing signed by the party to be charged therewith. (g) No Representations Other Than as Set Forth Herein Each party acknowledges that no promise, representation, inducement, agreement, or warranty, other than those set forth or referred to herein, has been made to induce the execution of this agreement or in connection with its performance. (h) Electronic Signature By registering for Service on Unilync’s web site, Client agrees to these Terms and Conditions, with the same effect as if its signature on this statement of them had been executed and delivered by Client to Unilync.