These Terms of Service (“Agreement”) are entered into between Unit21, a Delaware corporation located at 49 Geary Street, Suite 200, San Francisco, CA 94108 (“Unit21,” “Vendor,” “we,” “our,” or “us”), and the company, organization, or other legal entity accepting this Agreement (“Customer”). This Agreement becomes effective on the earlier of: (i) the date the Customer clicks “Accept,” “Agree,” or a similar acknowledgment button, or (ii) the date the Customer signs a Statement of Work (“SOW”) that references these Terms (the “Effective Date”).

By accessing or using the Services, the Customer agrees to comply with and be legally bound by this Agreement. The individual accepting this Agreement on behalf of the Customer confirms that they have the authority to bind the Customer to these Terms.

1. Definitions

For purposes of this Agreement, the following terms have the meanings below:

• API – Unit21’s application programming interface or file ingestion mechanism used by the Customer to submit Customer Data to the Services.
• Customer Data – Any electronic data, records, or information submitted to or processed through the Services by the Customer or its users, including information relating to customers, transactions, or payment activities.
• De-Identified Data – Information derived from Customer Data that has been anonymized or aggregated so that it cannot reasonably identify any individual or specific Customer.
• Derived Data – Data generated by Unit21 from processing Customer Data for purposes such as improving analytical models, provided that such data cannot reasonably identify the Customer or any individual.
• Documentation – Unit21’s standard technical and user documentation related to the Services, including materials available at Unit21 Documentation.
• FCRA – The Fair Credit Reporting Act, 15 U.S.C. § 1681, including any related state laws.
• Feedback – Suggestions, recommendations, or ideas submitted by the Customer or Users relating to the improvement of the Services.
• Marks – Trademarks, logos, service marks, trade dress, and branding materials.
• Primary Contact – The Customer representative designated as the primary contact for communications related to the Services.
• Services – Unit21’s anti-money laundering and risk investigation solutions, including related systems, APIs, analytics, and operational tools described in the applicable SOW.
• SLA – Unit21’s Service Level Agreement available at Service Level Agreement.
• SOW – A Statement of Work describing the Services, applicable modules, specifications, fees, and commercial terms.
• System – Unit21’s software platform, APIs, dashboards, and operational workbench.
• Term – The duration of this Agreement as specified in the applicable SOW.
• Transition Period – A post-termination period of up to two weeks during which transition assistance may be provided.
• Usage Data – Data related to Customer use of the Services, excluding Customer Data.
• User – Any individual accessing or using the Services on behalf of the Customer.
• Vendor Associates – Unit21’s affiliates, officers, employees, contractors, subsidiaries, and representatives.
• Workbench – Unit21’s web-based investigation and compliance portal.

2. Services

2.1 Provision of Services

During the Term, Unit21 will provide the Services described in the applicable SOW.

2.2 Customer Responsibilities

The Customer agrees to reasonably cooperate with Unit21 by providing personnel, information, and assistance necessary for Unit21 to deliver the Services effectively.

The Customer is also responsible for establishing and maintaining secure login credentials and access controls for authorized Users.

Customer Data may be submitted through the API or uploaded directly through the Workbench.

2.3 Documentation

The Customer may use and reproduce Documentation solely for internal use in connection with the Services.

2.4 Service Suspension

Unit21 may temporarily suspend access to the Services for maintenance purposes or if the Customer breaches this Agreement.

2.5 Support

Unit21 will provide support services in accordance with the applicable SLA.

2.6 Service Updates

Unit21 may update or enhance the Services at any time. However, any material reduction in functionality used by the Customer requires the Customer’s written approval.

2.7 Primary Contact

The Customer must designate a Primary Contact for operational communications and issue reporting.

3. Fees and Payment

3.1 Subscription Fees

The Customer agrees to pay the fees specified in the applicable SOW in U.S. Dollars. Invoices are payable within thirty (30) days of issuance.

3.2 Taxes

All fees are exclusive of applicable taxes, duties, or governmental charges. The Customer is responsible for all applicable taxes except taxes based on Unit21’s net income.

3.3 Late Payments

The Customer is responsible for any reasonable costs incurred by Unit21 in collecting overdue amounts, including legal and collection fees.

4. Customer Data and Privacy

4.1 Data Security

The Customer acknowledges that internet-based services involve inherent security risks. Unit21 will implement commercially reasonable safeguards but cannot guarantee absolute security.

4.2 Data Accuracy

The Customer is solely responsible for the accuracy, completeness, and legality of Customer Data.

4.3 Derived and Usage Data

Unit21 retains ownership of Derived Data and Usage Data and may use such information for analytics, product improvement, benchmarking, and operational purposes, provided Customer Data remains protected.

5. Customer Responsibilities and Restrictions

5.1 Acceptable Use

The Customer may not:

• Allow unauthorized third parties to access the Services;
• Share login credentials improperly;
• Reverse engineer or attempt to derive source code;
• Use the Services to build competing products;
• Conduct unauthorized scraping or automated data extraction activities.

Unit21 may suspend access if misuse is suspected.

5.2 FCRA Restrictions

The Services are not consumer reporting services under the FCRA. The Customer may not use the Services to determine eligibility for employment, credit, insurance, housing, or similar consumer-related decisions.

The Services may only be used for lawful fraud prevention, identity verification, compliance, and risk mitigation purposes.

5.3 Security Obligations

The Customer must take reasonable measures to prevent unauthorized access and promptly notify Unit21 of any suspected security breach.

5.4 Compliance with Laws

The Customer is responsible for complying with all applicable laws and regulations relating to its use of the Services and Customer Data.

5.5 User Responsibility

The Customer remains responsible for all activity conducted through its accounts, whether authorized or unauthorized.

6. Intellectual Property and Feedback

6.1 Ownership

Unit21 retains all ownership rights in the Services, software, Documentation, analytics, Derived Data, Usage Data, and related intellectual property.

6.2 License to Use Services

Subject to this Agreement, Unit21 grants the Customer a limited, non-exclusive, non-transferable license to use the Services during the Term.

6.3 Customer Data Ownership

The Customer retains ownership of all Customer Data and confirms it has all rights necessary to provide such data to Unit21.

6.4 License to Process Customer Data

The Customer grants Unit21 a limited license to process Customer Data solely for providing and improving the Services.

6.5 Fraud Consortium

Where applicable, the Customer authorizes Unit21 to use Customer Data and Usage Data within its fraud prevention consortium to help identify fraudulent activity across participating organizations.

6.6 De-Identified Data

Unit21 may create and use anonymized or aggregated data derived from Customer Data for lawful business purposes.

6.7 Marketing Rights

The Customer grants Unit21 permission to reference the Customer as a client and display the Customer’s name and logo in marketing materials unless otherwise agreed in writing.

7. Confidential Information

Both parties agree to protect confidential information disclosed under this Agreement using reasonable safeguards and to use such information only for purposes related to this Agreement.

Confidential Information excludes information that:

• Is publicly available,
• Was already known by the receiving party,
• Was independently developed, or
• Was lawfully obtained from another source.

Disclosure may occur where required by law or court order.

8. Representations and Warranties

Each party represents that:

• It has authority to enter into this Agreement;
• Its performance will comply with applicable laws;
• Its obligations do not conflict with other agreements.

Unit21 warrants that it will provide the Services professionally and in compliance with applicable laws.

Except as expressly stated, the Services are provided “as is” without warranties of any kind, including implied warranties of merchantability or fitness for a particular purpose.

9. Indemnification

9.1 Customer Indemnification

The Customer agrees to defend and indemnify Unit21 against claims arising from:

• Customer misuse of the Services,
• Violations of law,
• Customer Data,
• Intellectual property infringement caused by Customer materials.

9.2 Vendor Indemnification

Unit21 agrees to defend the Customer against third-party claims alleging that the Services infringe valid intellectual property rights, subject to limitations described in this Agreement.

10. Limitation of Liability

To the fullest extent permitted by law:

• Unit21’s total cumulative liability under this Agreement will not exceed USD $100,000.
• Unit21 will not be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits or business interruption.

11. Term and Termination

11.1 Term

The Agreement remains effective for the duration specified in the applicable SOW and may automatically renew unless either party provides notice of non-renewal.

11.2 Termination for Cause

Either party may terminate the Agreement if the other materially breaches the Agreement and fails to cure the breach within thirty (30) days.

11.3 Effect of Termination

Upon termination:

• Customer access to the Services ends;
• All licenses granted under this Agreement terminate;
• Confidential Information must be returned or destroyed as required.

11.4 Survival

Certain provisions, including confidentiality, payment obligations, indemnification, and limitations of liability, survive termination.

11.5 Transition Assistance

Upon request, Unit21 may provide commercially reasonable migration assistance during a Transition Period, subject to applicable fees.

12. Miscellaneous

Independent Contractors

The parties are independent contractors and not agents or partners.

Notices

Formal notices must be delivered in writing to the addresses specified in the SOW or this Agreement.

Force Majeure

Neither party is liable for delays caused by events beyond reasonable control, excluding payment obligations.

Assignment

Neither party may assign this Agreement without consent, except in connection with mergers, acquisitions, or corporate reorganizations.

Governing Law

This Agreement is governed by the laws of the State of California. Any disputes will be resolved exclusively in the state or federal courts located in San Francisco, California.

Export Compliance

The Customer agrees to comply with all applicable export control laws and regulations.

Entire Agreement

This Agreement, together with any applicable SOWs, constitutes the complete agreement between the parties and supersedes prior discussions or understandings.

Amendments

Any modifications to this Agreement must be made in writing and signed by authorized representatives of both parties.