Terms of service.

This Unlayer License Agreement (the "Agreement") is entered between Unlayer Inc. a Delaware corporation with offices located at 2261 Market Street STE 4667, San Francisco, CA 94114 ("Unlayer"), acting for and on behalf of itself and each of its Affiliates, and the client identified with the information provided by completing the Registration Form as below defined (hereinafter, the "Client").

Unlayer and the Client individually also the "Party", and collectively, the "Parties".

Whereas

1. Unlayer is a company specialized in the digital marketing and digital communications sector;
2. Unlayer has developed a software called Unlayer (including modifications, enhancements, improvements, updates, additions, derivative works, object code compiled therefrom, documentation and related material, the "Software"), a JavaScript web plugin, easily embeddable in other software packages or mobile applications, and used for the purpose of allowing users of those software packages or mobile applications to create email messages using a drag-&-drop user interface;
3. The Client is the owner, developer or licensee of certain web-based proprietary and commercially available software packages or mobile applications. The Client wishes to use the Software and make it available to its customers as part of, or in connection with, its software packages or mobile applications and Unlayer has agreed to such use on the terms and conditions of this Agreement;
4. The Software is an instrument reserved to professional users and the Client undertakes to use it exclusively in connection with its business and for purposes related to it;
5. Unlayer offers artificial intelligence-powered features as part of the Software ("AI Features"), and Client desires to use such AI Features subject to the additional terms and conditions set forth in Section 4A and Section 8.10 of this Agreement.

Now therefore, the parties agree as follows

1. Recitals, definitions, and external links

The recitals, the definitions and the external links to the Agreement constitute an integral and substantive part hereof.

2. Definitions

When used in this Agreement, the following terms in capital letters shall have the meaning stated in this section.

Access Credentials
means any user name and password created by Client at the time of registering an account at https://unlayer.com/ and used to access the online system that allows Client to create and configure a Client Project.

Additional User Fees
means a periodic fee calculated based on the number of Additional Users times the per-user fee specified for the Subscription Plan selected for the Client Project.

Additional User(s)
means the total number of unique users of the Software logged during a Billing Period for each Client Project minus the Prepaid Users included in the Subscription Plan selected for that Client Project.

Affiliates
means any person, corporation, or other legal entity that, directly or indirectly, controls, is controlled by, or is under common control with Unlayer. For this purpose, "control" shall mean (i) possession, direct or indirect, of the power to direct or cause direction of the management and policies of a party, whether through voting securities, by contract or other means; and/or (ii) ownership, directly or indirectly, of more than fifty percent (50%) of the outstanding equity or voting shares of a party.

Agreement
means this Unlayer License Agreement.

AI Credits
means the unit of consumption used to measure use of the AI Features. Each AI Features request consumes a number of AI Credits proportional to the nature and complexity of the work performed. Current AI Credit costs for specific AI Feature actions are published on Unlayer's pricing page at https://unlayer.com/pricing.

AI Features
means the artificial intelligence-powered features made available within the Software by Unlayer from time to time, including without limitation the AI Assistant, AI Template Importer, and any other AI-powered content generation, optimization, or enhancement tools, as further described in Unlayer's documentation.

AI-Generated Content
means any text, images, suggestions, layouts, or other output generated by the AI Features in response to AI Inputs submitted by Client or its Users.

AI Inputs
means text, data, design content, images, or other information submitted by Client or its Users to the AI Features as prompts or inputs in connection with Client's use of the Software.

AI Usage Fees
means fees calculated based on Client's consumption of AI Credits in connection with the AI Features, as measured by Unlayer's systems and billed in accordance with the applicable Subscription Plan and any Credit Pack purchases, at the rates published on Unlayer's pricing page.

Application Keys
means a set of unique identifiers (Client ID and Client Secret Key) provided to Client for each instance of Client Project and used to authorize each use of the Software for that instance of Client Project.

Asset Bandwidth
means the total volume of data, measured in gigabytes (GB), transferred by Unlayer's systems when delivering hosted assets (including images and other files stored or referenced through the Software) on behalf of a Client or their end users during a Billing Period, calculated per Workspace.

Bandwidth Limit
means the maximum Asset Bandwidth allocated to a Client for a given Billing Period under their applicable Subscription Plan, as specified in Section 8 of this Agreement.

Client Project
means an instance of the Software created by Client at https://unlayer.com. Client may create multiple Client Projects as they may decide to use multiple of the Software embedded in various Client Software Packages.

Client Data
means, other than Resultant Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Client or an User by or through the Software.

Client Software Package(s)
means Client's mobile or website application(s), in which the Client wants to embed the Software.

Client Trademarks
means Client's trademarks, trade names, service marks, trade dress, logos and derivative works.

Documentation
means documentation provided by Unlayer to the Client in electronic format.

Effective Date
means the date this Agreement comes into effect, as notified by Unlayer to the Client with an email sent to the email address provided by the Client in the Registration Form and that the Client declares to periodically check.

Harmful Code
means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) prevent Client or any User from accessing or using the Software or Unlayer Systems as intended by this Agreement. Harmful Code does not include any Unlayer Disabling Device.

Hosted Images
images that are included in the content created with the Software and that are hosted and delivered by the Software at the time the content is viewed.

Image Delivery Fees
means a periodic fee calculated based on the amount of data that is transferred when Hosted Images are delivered at the time the content is viewed, expressed in GigaBytes, times the dollar amount per GigaByte for the selected Subscription Plan. Image Delivery Fees only apply when the selected Client Project has been configured to use Hosted Images. There are no Hosting Fees for images other than Hosted Images. (Deprecated — see Asset Bandwidth Fees in Section 8.9.)

Intellectual Property
means all current and future worldwide copyright, patents, utility models industrial designs, trademarks, domain names, database right and other intellectual property rights, whether or not capable of registration, whether or not registered, and applications of any of the foregoing and all intellectual property rights whether now known or created in the future.

Losses
means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

Unlayer Disabling Device
means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Unlayer or its designee to disable Client's or any User's access to or use of the Software automatically with the passage of time or under the positive control of Unlayer or its designee.

Unlayer Materials
means the Software, Specifications, Documentation and Unlayer Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Unlayer or any Subcontractor in connection with the Software, including any third party materials licensed to Unlayer, or otherwise comprise or relate to the Software or Unlayer Systems. For the avoidance of doubt, Unlayer Materials include Resultant Data and any information, data or other content derived from Unlayer's monitoring of Client's access to or use of the Software, but do not include Client Data.

Unlayer Systems
means the information technology infrastructure used by or on behalf of Unlayer in performing the Software, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Unlayer or through the use of third-party services.

Unlayer Trademarks
means the Unlayer verbal and design trademark, the Unlayer verbal and design trademark and derivatives thereof. Unlayer is a registered trademark.

Pre-Paid User(s)
means a fixed number of users uniquely identified by the UID parameter as defined in the Software documentation which has access to use the Software without incurring "Additional User Fees". Software documentation with regard to the User ID parameter is available at http://docs.unlayer.com-

Registration Form
means the registration form available at https://login.unlayer.com/signup;

Renewal
is defined in Section 7.2.

Service Restriction
means the suspension of asset delivery for a Workspace that has exceeded its applicable Bandwidth Limit, as described in Section 10 of this Agreement. A Service Restriction does not constitute termination; Client Data and hosted assets are retained and are not deleted during a Service Restriction.

Software
means the Unlayer software, including modifications, enhancements, improvements, updates, additions, derivative works, object code compiled therefrom, documentation and related material. For the avoidance of doubt, the Software includes the AI Features.

Subscription Fees
means a periodic fee that the Client undertakes to pay at the beginning of the billing period for use of the Software under the provisions of the selected Subscription Plan.

Subscription Plan
means a subscription to the Software that provides a certain number of features as listed at https://login.unlayer.com/signup and a certain number of Prepaid Users, as listed on the same page. A Subscription Plan must be selected for each Client Project created by Client.

Term
Is defined in Section 7.2.

Third-Party AI Providers
means the third-party artificial intelligence service providers engaged by Unlayer to provide the AI Features, including without limitation OpenAI, L.L.C. and Anthropic, PBC. A current list of Third-Party AI Providers is maintained at https://unlayer.com/subprocessors.

Total Fees
means Subscription Fees for the following billing period plus, if applicable, Additional User Fees and Asset Bandwidth Fees for the current billing period.

User(s)
means Pre-paid Users together with Additional Users.

Website
means https://unlayer.com, including any third-level-domain and sub-domains.

3. License

3.1. License

Subject to the Client's acceptance of and compliance with this Agreement, and in accordance with the specifications set forth herein ("Specifications") Unlayer hereby grants the Client a limited, worldwide, non-exclusive, non-assignable and non-transferrable (except as specifically set out in this Agreement) right and license to:

1. embed the Software within Client Software Packages or otherwise link or interoperate the Software with the Client Software Packages for the purpose of allowing Users and individuals authorized by such Users to access, use and operate the Software in connection with access and use of the Client Projects;
2. demonstrate the Software to potential Users.

For clarity, the foregoing license rights granted by Unlayer to Client under this Agreement specifically include the license and right:

1. to embed, bundle, link or otherwise incorporate the Software into the Client Software Packages;
2. to sublicense, grant usage rights and distribute the Software to Client's customers in connection with the distribution of the Client Projects;
3. to use and distribute the Software documentation and related materials as reasonably required to affect the foregoing license rights;
4. to the extent reasonably required to effect the embedding, bundling, linking and/or incorporation of the Software described in this Agreement, to reverse engineer, decompile, recompile the Software;
5. to make the Software available for access and use by Client's customers under Client's or its Affiliates' branding;
6. to access, execute, display, perform, operate and otherwise use the integration or interface developed by Unlayer to create interoperability between the Software and the Client Software Packages (including any application programming interface developed and maintained by Unlayer to enable such interoperability) and to authorize Client customers to access, execute, display, perform, operate and otherwise use the Software utilizing such integration or interface within the Client Projects.

3.2. Sublicense

The foregoing limited license provides Client the right to sub-license and make available access and use rights to the Software to:

1. Client's customers under a license, sublicense or services agreement with the Client under the Client's own branding, providing such Client's customers and their respective authorized users the right to access, execute, display, perform and otherwise use the Software for their respective internal business purposes; and
2. Third Party Services Providers (as defined below in this Section) solely for the purpose of permitting such Third Party Services Providers the right to access, execute, display, perform and otherwise use the Software as part of the services provided by such Third Party Services Providers to Client and to reproduce the Software for archival, back-up, and disaster recovery purposes for the benefit of Client. As used in this Agreement the term "Third Party Services Providers" shall mean those third party information technology vendors (including third party hosting provider(s)) of Client who are subject to contractual obligations of confidentiality and protection of proprietary rights.

Except for the limited usage rights Client may grant to Users and Third Party Service Providers and except for the assignment or transfer by Client to any of its Affiliates, the license rights granted in this Agreement are not transferable and not assignable to third parties.

3.3. Restrictions

The License rights to the Software granted in this Agreement are for the Client's and its customers' internal business purposes and the Client shall not license, distribute or otherwise grant rights in the Software to its Users except as embedded, linked, bundled with, or otherwise incorporated into the Client Projects. The Client shall not market, sublicense or resell the Software as a stand-alone product or services offering. The Client shall not knowingly or intentionally grant to any User greater license rights to the Software than the rights granted to the Client under this Agreement and shall cause each customer to enter into a written license agreement prior to users of such customer being given access to the Software, which contains license restrictions with respect to the Software at least as restrictive as those provided in this Agreement and the restrictions applicable to the Client Software Packages. The Client will not make any representation or warranty on behalf of Unlayer concerning the use, availability or features of the Software.

3.4. Consumer legal framework

The Client is aware and expressly accepts that the Software is an instrument reserved to professional users, and therefore this Agreement is not subject to the legal framework applicable to agreements with consumers.

3.5. Subcontractors

Unlayer may from time to time in its discretion engage third parties to perform Services (each, a "Subcontractor").

4. Use Policy

The Client shall not, and shall not permit any other person to, access or use the Software or Unlayer Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Client shall not, except as this Agreement expressly permits:

1. Directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to access the source code of the Software or Unlayer Materials, or underlying structure, ideas, or algorithms of the Software or any software, documentation, or data related to the Software; modify, translate, or create derivative works based on the Software, except and only to the extent that such activity is expressly permitted by this Agreement; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Software; rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software to any person, including on or in connection with the use of Software for timesharing or service bureau purposes, software as a service, cloud or other technology or service; or otherwise for the benefit of a third party unless specifically authorized by Unlayer;
2. Remove or alter the Unlayer's trademarks, or any trademark, copyright or other proprietary notices, legends, symbols or labels in the Software;
3. Display or integrate any advertisements on the Software;
4. Use the Software in connection with sending unsolicited email messages, also known as spamming;
5. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others;
6. Distribute or disseminate any information or materials that are inappropriate, profane, defamatory, obscene, indecent unlawful or injurious unlawful or injurious, or contain, transmit or activate any Harmful Code;
7. Use the Software to upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright, trademark or privacy laws unless the Client owns or controls the rights thereto or has received all necessary consent to do the same;
8. Use any material of information, including images or photographs, which are made available through the Software in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any third party;
9. Input, upload, transmit or otherwise provide to or through the Software or Unlayer Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
10. Damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Software, Unlayer Systems or Unlayer's provision of services to any third party, in whole or in part;
11. Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of the Software or other material contained in a file that is uploaded;
12. Violate any applicable laws or regulations; or
13. Otherwise access or use the Software or Unlayer Materials beyond the scope of the authorization granted under Section 3.

The Client shall inform its Users about such non-authorized uses. In the event that Unlayer becomes aware of the use of the Software in breach of the above provisions by the Client or its Users, Unlayer reserves the right to immediately and definitively block access to and use of the Software and/or to terminate this Agreement for breach in accordance with Section 7.3 of this Agreement.

4A. AI Features Terms of Use

4A.1. Access and Use

(a) General. Subject to the terms of this Agreement, including this Section 4A, Unlayer grants Client a limited, non-exclusive, non-transferable right to access and use the AI Features during the Term, solely in connection with Client's permitted use of the Software.

(b) Embed End-User Flow-Down. If Client uses the Software as an embedded component within Client's own application or platform ("Embed Deployment"), Client shall ensure that its end users who interact with the AI Features are bound by terms of use that are no less restrictive than the obligations set forth in this Section 4A. Client is solely responsible for its end users' compliance with this Section 4A, and any act or omission of an end user that would constitute a breach of this Section 4A if performed by Client shall be deemed a breach by Client.

(c) Data Processing. To the extent Unlayer processes personal data on behalf of Client in connection with the AI Features, and Client is subject to the EU General Data Protection Regulation (GDPR) or the UK General Data Protection Regulation (UK GDPR), such processing shall be governed by Unlayer's Data Processing Agreement (DPA), available upon request at support@unlayer.com, and which is incorporated into this Agreement by reference. In the event of conflict between the DPA and this Agreement with respect to the processing of personal data, the DPA shall govern.

4A.2. Prohibited Uses

Client shall not, and shall ensure that its Users do not, use the AI Features to:

1. Generate, distribute, or facilitate any content that is illegal under applicable federal, state, local, or international law or regulation;
2. Create content that is false, misleading, or deceptive in a manner likely to harm or deceive consumers or third parties, or to facilitate fraud;
3. Generate content that is defamatory, harassing, threatening, abusive, hateful, or discriminatory on the basis of race, ethnicity, religion, gender, sexual orientation, disability, or any other protected characteristic;
4. Produce, distribute, or facilitate child sexual abuse material or any content that sexualizes minors;
5. Generate content that promotes, glorifies, or facilitates violence, terrorism, self-harm, or the harm of any individual or group;
6. Attempt to circumvent, disable, or interfere with the security features, usage limits, or access controls of the Software or any Third-Party AI Provider's systems;
7. Develop, produce, or distribute instructions or content facilitating the creation of weapons, dangerous substances, or devices capable of causing mass harm;
8. Collect, process, generate, or distribute personal data of third parties in violation of applicable privacy laws or without appropriate consent;
9. Reproduce, distribute, or create derivative works in a manner that infringes the intellectual property rights of any third party; or
10. Use the AI Features in any manner that violates the acceptable use policies of Unlayer's Third-Party AI Providers, as published at unlayer.com/subprocessors.

4A.3. Human Review and Responsibility

Client acknowledges that AI-Generated Content is generated algorithmically and may contain inaccuracies, errors, biases, or content that is inappropriate for Client's intended use. Client is solely responsible for reviewing all AI-Generated Content before using, publishing, distributing, or relying on it. Client shall not represent AI-Generated Content as human-created in any context where such representation would be false, misleading, or harmful to third parties. Unlayer makes no representations or warranties regarding the accuracy, completeness, reliability, or fitness for any particular purpose of AI-Generated Content.

4A.4. Usage Limits

Unlayer may establish and modify rate limits, concurrent usage limits, input size limits, or other technical limitations on Client's use of the AI Features at any time. Client shall not circumvent, attempt to circumvent, or assist others in circumventing any such limitations. Unlayer may suspend or restrict Client's access to the AI Features if Client's usage patterns are reasonably determined by Unlayer to constitute abuse, circumvention of limitations, or violation of this Section 4A, without prejudice to any other remedies available to Unlayer under this Agreement.

4A.5. Compliance

Client shall comply, and shall ensure that its Users comply, with all applicable laws and regulations governing the use of artificial intelligence, including without limitation any disclosure or transparency requirements imposed by the EU Artificial Intelligence Act, the Colorado Artificial Intelligence Act (Colo. Rev. Stat. § 6-1-1701 et seq.) to the extent applicable to Client's use of the AI Features, U.S. state AI transparency laws, and any other applicable regulatory framework. Client is solely responsible for determining whether and how disclosure of AI-Generated Content is required in its jurisdiction and use context. Where required by applicable law, including EU AI Act Article 50, Client is responsible for ensuring that its end users are notified when they are interacting with an AI system. Unlayer provides UI-level indicators within the AI Features to support this obligation; however, Client remains responsible for any additional disclosure required in its jurisdiction or use context.

5. Security

5.1. Unlayer Systems and Security Obligations

Unlayer will employ security measures in accordance with applicable industry practice ("Privacy and Security Policy").

5.2. Client username and password

The Client shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to maintain the confidentiality of its account and password, with respect to both Access Credentials and Application Keys, and the Client agrees to notify Unlayer promptly of any known unauthorized access or of any reasonably suspected breach of its account's security. The Client shall be liable for losses incurred by Unlayer and/or another party due to a third party using the Client's account or password.

6. Client Obligations

6.1. Client Projects and Cooperation

Client shall at all times during the Term: (a) set up, maintain and operate in good repair and in accordance with the Specifications all Client Projects; (b) provide Unlayer personnel with such access to Client Projects as is necessary for Unlayer for troubleshooting and to provide the Software in accordance with the availability requirement and Specifications; and (c) provide all cooperation and assistance as Unlayer may reasonably request to enable Unlayer to exercise its rights and perform its obligations under and in connection with this Agreement.

6.2. Effect of Client Failure or Delay

Unlayer is not responsible or liable for any delay or failure of performance caused in whole or in part by Client's delay in performing, or failure to perform, any of its obligations under this Agreement.

6.3. Corrective Action and Notice

If Client becomes aware of any actual or threatened activity prohibited by Section 6, Client shall, and shall cause its Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Software and Unlayer Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Unlayer of any such actual or threatened activity.

7. Effective Date, Term and Termination

7.1. Initial Term

This Agreement will be effective commencing on the Effective Date and will remain in effect for the duration of one Billing Period as selected by the Client (the "Initial Term") unless and until terminated according to the provisions of this Section 7.

7.2. Renewal

This Agreement will automatically renew ("Renewal") for additional successive terms having a duration equal to the Billing Period (such successive terms, together with the Initial Term, the "Term"), unless earlier terminated pursuant to this Agreement's express provisions or the Client gives notice of non-renewal by using the "Cancel my subscription" tool, which will be effective at the expiration of the current Billing Period. In consideration of the availability of the Software, the Client will be required to pay the Fees for the entire current Billing Period, even if it does not use the Software.

7.3. Termination

In addition to any other express termination right set forth elsewhere in this Agreement,

1. Unlayer may terminate this Agreement by giving written notice to the Client prior to, and effective as of, the expiration of the current Billing Period;
2. Unlayer may terminate this Agreement, effective on written notice to Client, if Client: (i) fails to pay any amount when due hereunder, and such failure continues more than seven (7) days after Unlayer's delivery of written notice thereof; or (ii) breaches any of its obligations under 6 (Client Obligations), Section 4 (Use Policy), or Section 20 (Confidential Information);
3. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; and
4. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

7.4. Effect of Expiration or Termination

Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

1. all rights, licenses, consents and authorizations granted by either Party to the other hereunder will immediately terminate;
2. Unlayer shall immediately cease all use of any Client Data or Client's Confidential Information and (i) at Client's written request destroy all documents and tangible materials containing, reflecting, incorporating or based on Client Data or Client's Confidential Information; and (ii) upon the Client's written request, permanently erase all Client Data and Client's Confidential Information from all systems Unlayer directly or indirectly controls, provided that, for clarity, Unlayer's obligations under this Section 7.4(b) do not apply to any Resultant Data;
3. Client shall immediately cease all use of the Software or Unlayer Materials and (i) at Unlayer's written request destroy all documents and tangible materials containing, reflecting, incorporating or based on Unlayer's Confidential Information; and (ii) permanently erase Unlayer's Confidential Information from all systems Client directly or indirectly controls.
4. notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the receiving party may retain the disclosing party's Confidential Information solely to the extent and for so long as required by applicable law; (ii) Unlayer may also retain Client Data in its backups, archives and disaster recovery systems until such Client Data is deleted in the ordinary course; and (ii) all information and materials described in this Section 7.4(d) will remain subject to all confidentiality, security and other applicable requirements of this Agreement;
5. Unlayer may disable all Client and Users access to the Software and Unlayer Materials;
6. if Unlayer terminates this Agreement pursuant to Section 3.5, 7.3(b) or Section 7.3(c), all fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Client shall pay such fees, together with all previously-accrued but not yet paid fees, on receipt of Unlayer's invoice therefor.

8. Fee and Payments

8.1. Fees

The Client shall pay the fees in accordance with this Section 8.

8.2. Subscription Fees

Client shall pay the Subscription Fees for the Initial Term no later than the Effective Date. Client shall pay the Subscription Fees for any Renewal on or prior the Renewal date of each Billing Period in advance. The payment shall be made in U.S. dollars, by credit card or other payment method acceptable to Unlayer. Unlayer is hereby authorized to implement a recurring credit card payment of the Subscription Fees by processing an automatic pre-authorized charge of the amount of the Subscription Fees for the use of the Software for the Billing Period, subject to termination which may be effected by the Client in accordance with the procedures and timeframes provided under Section 8.

8.3. Additional User Fees and Hosting Fees

At the end of each Billing Period, the Subscription Fees will be adjusted to reflect any increase in the number of Users and any Hosting Fees. The Client declares that:

1. it is aware that for any Additional User the Client shall pay an Additional User Fees available at the following address https://login.unlayer.com/signup; the Client may at any time access the current number of Prepaid Users on the Developer Panel.
2. it is aware of the fact that the exact number of Additional Users will be apparent only at the end of the Billing Period. Therefore, the Client authorizes Unlayer to automatically charge the Client for Additional User Fees and Hosting Fees and debit the Client's credit card in the following Billing Period.

8.4. Failure to Pay

If upon automatic Renewal of this Agreement the pre-authorized charge were unsuccessful for any reason (merely by way of example and without any limitation: expired credit card or inexistence of the necessary funds), Unlayer shall inform Client via electronic mail written notice sent to the email address provided by Client in the Registration Form. Client shall have fourteen (14) calendar days from receipt of such notice to cure the breach. If the breach is not cured within such fourteen (14) calendar day period, Unlayer shall have the right to suspend performance of the Software without further notice without incurring any obligation or liability to Client or any other person by reason of such suspension, block access and use of the Software, and to terminate this Agreement pursuant to Section 8.3(b) without prejudice to Unlayer's further rights. The Parties agree that in the event of delay in the payment of the fees, Unlayer may charge interest at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower. Client shall reimburse Unlayer for all reasonable costs incurred by Unlayer in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees.

8.5. Taxes

All fees and other amounts payable by Client under this Agreement are exclusive of taxes and assessments. Client is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Unlayer's income.

8.6. No Deductions or Setoffs

All amounts payable to Unlayer under this Agreement shall be paid by Client to Unlayer in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason.

8.7. Fees Increases

Unlayer may increase the fees by providing written notice to Client at least thirty (30) days' before the commencement date of any Billing Period.

8.8. Trial Period & Subscription Billing

14-Day Trial: A 14-day free trial is available for new customers on paid plans. During this period, the customer will have full access to the features of the selected plan at no charge.

Automatic Subscription Activation: Upon expiration of the 14-day trial, the subscription will automatically transition to a paid plan, and the payment method provided during signup will be charged the applicable subscription fee.

Cancellation Policy: If the customer does not wish to continue with a paid subscription, cancellation must be submitted prior to the date the trial period expires. This can be done via the Billing page. Failure to cancel before the end of the trial will result in an automatic charge for the selected plan, and no refunds will be issued. For additional assistance with cancellation, email support@unlayer.com.

No Refunds: Once the trial period transitions to a paid subscription, all charges are final, and no refunds will be provided. However, the customer may cancel the subscription at any time, and the cancellation will take effect at the end of the current billing period to prevent future charges.

Billing & Payment: By signing up for a trial, the customer authorizes the company to charge the provided payment method upon the trial's expiration unless a cancellation request is received before the trial end date.

Modifications & Updates: The company reserves the right to modify or discontinue the trial offer at any time without prior notice.

8.9. Asset Bandwidth Fees

(a) Bandwidth Limits. Asset Bandwidth is allocated per Workspace per Billing Period as follows: Free Plan Clients receive 50 GB of Asset Bandwidth per Billing Period; Paid Plan Clients receive 1 TB (1,024 GB) of Asset Bandwidth per Billing Period. Free Plan Clients who exceed the applicable Bandwidth Limit are subject to a Service Restriction as described in Section 10. Paid Plan Clients who exceed the applicable Bandwidth Limit will be charged overage fees as described in Section 8.9(b).

(b) Overage Fees. For Clients on a Paid Plan, Asset Bandwidth consumed in excess of the Bandwidth Limit will be charged at the per-GB overage rate published on Unlayer's pricing page (available at unlayer.com/pricing, or such successor URL as Unlayer may designate). Overage fees are calculated at the end of each Billing Period and invoiced as an Additional Fee in accordance with this Section 8.

(c) Overage Rate Changes. Unlayer reserves the right to modify the per-GB overage rate upon thirty (30) days' prior written notice to affected Clients. Updated rates will be reflected on Unlayer's pricing page. Continued use of the Software after the effective date of such change shall constitute acceptance of the revised rate.

(d) Measurement. Asset Bandwidth is measured by Unlayer's systems at the Workspace level and shall be the definitive record for billing purposes, absent manifest error. Clients may monitor their Workspace Asset Bandwidth consumption in real time through the Unlayer Console.

8.10. AI Credits and AI Usage Fees

(a) Credit-Based Model. Access to and use of AI Features is governed by a credit-based consumption model. Each AI Features request consumes a number of AI Credits proportional to the nature and complexity of the work performed. Current AI Credit costs for specific AI Feature actions are published on Unlayer's pricing page at unlayer.com/pricing.

(b) Credit Allocation. Each Subscription Plan that includes AI Features provides a fixed allocation of AI Credits per Billing Period, applied at the workspace level and shared across all projects within that workspace. The applicable credit allocation for each plan tier is specified on Unlayer's pricing page. Workspaces on a Free Plan do not receive an AI Credit allocation and may not access AI Features.

(c) Monthly Windows; Non-Cumulative Credits. AI Credit allocations are calculated on a monthly window basis. For annual Subscription Plans, the Billing Period is divided into monthly windows anchored to the day-of-month on which the Subscription commenced. AI Credits are non-cumulative: unused AI Credits expire at the end of each monthly window and do not carry over to the following window. This applies equally to plan-included AI Credits and to AI Credits added via Credit Packs pursuant to Section 8.10(e).

(d) Automatic Pause; No Automatic Overages. When a workspace's AI Credit allocation for the current monthly window is exhausted, AI Features automatically pause across all projects within that workspace and no additional AI Credits are consumed. No charges are automatically incurred for AI Feature usage in excess of the applicable allocation. AI Feature access resumes automatically at the commencement of the next monthly window, or upon Client's opt-in purchase of a Credit Pack pursuant to Section 8.10(e).

(e) Credit Packs. Clients on a Paid Plan may purchase additional AI Credit allocations ("Credit Packs") for the current monthly window through the Unlayer Console (Console → Billing → Add-ons). Credit Pack pricing is published on Unlayer's pricing page. Credit Pack AI Credits are added to the workspace's allocation immediately upon purchase. Credit Pack AI Credits are subject to the same monthly window and non-cumulative terms set forth in Section 8.10(c). Credit Packs are non-refundable.

(f) Evaluation Credits. Workspaces on a Paid Plan receive a one-time allocation of evaluation AI Credits upon first enabling the AI Features ("Evaluation Credits"). Evaluation Credits are intended for development and staging evaluation prior to committing to a Credit Pack or plan upgrade. Evaluation Credits do not expire and remain available until consumed. Evaluation Credits are non-transferable, non-refundable, and subject to all restrictions set forth in Section 4A.

(g) Usage Monitoring. Clients may monitor their workspace's AI Credit consumption through the Unlayer Console, which displays remaining credits and a usage breakdown for the current monthly window.

(h) Rate and Allocation Changes. Unlayer reserves the right to modify AI Credit costs, plan allocations, and Credit Pack pricing upon thirty (30) days' prior written notice to affected Clients. Updated rates will be reflected on Unlayer's pricing page. Continued use of AI Features after the effective date of any such change constitutes acceptance of the revised terms.

9. Service Levels and Support

9.1. Service Level

For free Subscription Plans, Unlayer will fulfill service level agreements on a commercially reasonable efforts basis. For paid Subscription Plans, Unlayer guarantees that the Software will be available 99,5% of the time, 24 hours a day, 365 days a year. This Software availability guarantee does not cover services that are not directly delivered by Unlayer and whose availability is outside of Unlayer's control: these include the availability of an Internet connection at the Client's location, software or hardware problems that are affecting the Client's computers, and others. The 99,5% uptime calculation does not include maintenance windows that are scheduled to occur at certain times, and are communicated to all Clients before they occur.

9.2. Scheduled Downtime

Unlayer will use commercially reasonable efforts to give Client at least 14 days prior notice of all scheduled outages of the Software ("Scheduled Downtime").

9.3. Support

For free Subscription Plans, Unlayer will not provide any support to the Client, but the online manuals and other documentation will be available at http://docs.unlayer.com. For paid Subscription Plans, Unlayer will use its commercially reasonable efforts to provide standard support services to the Client ("Support Services") in accordance with the Unlayer best practices in effect from time to time through: a) online manuals and other documentation available at http://docs.unlayer.com; b) via e-mail by opening a support ticket at info@unlayer.com. When a support ticket is opened, Unlayer staff will use its commercially reasonable efforts to respond to it in a timely manner: a reply to the support ticket is typically provided within 12 (twelve) business hours.

Notwithstanding the foregoing, Unlayer's uptime and service availability commitments under this Section 9 do not apply to, and shall not be measured against, any period during which asset delivery is suspended as a result of a Service Restriction imposed in accordance with Section 10. The suspension of asset delivery pursuant to a Service Restriction shall not constitute a failure to meet any service level, availability guarantee, or performance standard set forth in this Agreement.

10. Asset Bandwidth and Service Restriction

(a) Bandwidth Limits. Each Workspace is subject to the Bandwidth Limit applicable to its Subscription Plan as set forth in Section 8. Bandwidth Limits reset at the start of each Billing Period and are non-cumulative; unused bandwidth does not carry over.

(b) Service Restriction for Free Plan Clients. If a Free Plan Client's Workspace Asset Bandwidth exceeds the applicable Bandwidth Limit during any Billing Period, Unlayer may immediately impose a Service Restriction on the affected Workspace for the remainder of that Billing Period. During a Service Restriction: (i) asset delivery for the affected Workspace will be suspended and assets will not be served to end users; (ii) all assets and Client Data remain intact and are not deleted or modified; and (iii) all other features of the Software and the Client's account remain unaffected.

(c) Lifting a Service Restriction. A Service Restriction imposed under this Section 10 will be lifted upon the earlier of: (i) the commencement of a new Billing Period; or (ii) the Client upgrading to a Subscription Plan with a higher Bandwidth Limit.

(d) Paid Plan Overage. Paid Plan Clients are not subject to Service Restriction solely by reason of exceeding the Bandwidth Limit. Excess Asset Bandwidth will be billed at the applicable overage rate in accordance with Section 8. Unlayer reserves the right to impose a Service Restriction on Paid Plan Clients where overage fees remain unpaid beyond the payment terms set out in Section 8.

(e) Client Monitoring Responsibility. Clients are responsible for monitoring their Workspace Asset Bandwidth usage. Unlayer provides real-time usage data via the Unlayer Console. Unlayer does not guarantee advance notification prior to the imposition of a Service Restriction. Clients bear sole responsibility for any consequences arising from a failure to monitor usage.

(f) No Liability. Unlayer shall have no liability to any Client or third party arising from the suspension of asset delivery pursuant to a Service Restriction imposed in accordance with this Section.

11. Representations and Warranties

11.1. Warranties by the Client

The Client represents and warrants that:

1. It has the full power to enter into and fully perform this Agreement.
2. Client Software Packages, services, products, materials, contents of the messages, data, and information used by Client in connection with this Agreement and the Software does not as of the Effective Date, and will not during the Term of this Agreement, operate in any manner that would violate any applicable law or regulation.

In the event of any breach, or reasonably anticipated breach, of any of Client's warranties herein, in addition to any other remedies available at law or in equity, Unlayer will have the right to immediately, in Unlayer's sole discretion, suspend the access and use of the Software if deemed reasonably necessary by Unlayer to prevent any harm to Unlayer or its business.

11.2. Warranties by Unlayer

Unlayer represents and warrants that:

1. it is has the full power and authority to enter into and fully perform this Agreement.
2. it owns or controls all right, title, and interest in and to all Intellectual Property rights therein, necessary to carry out its obligations hereunder and to grant and assign any rights and licenses granted to Client herein.

11.3. Disclaimer

EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, AND CLIENT'S USE OF THE SOFTWARE IS AT ITS OWN RISK. Unlayer DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Unlayer DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WITHOUT LIMITING THE FOREGOING, Unlayer MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR Unlayer MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

WITHOUT LIMITING THE FOREGOING, THE AI FEATURES AND ALL AI-GENERATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. Unlayer EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE AI FEATURES, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, ERROR-FREE, APPROPRIATE FOR CLIENT'S INTENDED USE, OR FREE FROM INFRINGING THIRD-PARTY RIGHTS. Unlayer MAKES NO WARRANTY REGARDING THE PERFORMANCE, CONTINUOUS AVAILABILITY, OR RELIABILITY OF THE AI FEATURES OR ANY THIRD-PARTY AI PROVIDER. CLIENT'S USE OF, AND RELIANCE ON, AI-GENERATED CONTENT IS ENTIRELY AT CLIENT'S OWN RISK.

12. Indemnification

12.1. Client's Indemnification

The Client shall indemnify, defend and hold harmless Unlayer and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, a "Unlayer Indemnitee") from and against any Losses incurred or suffered by such Unlayer Indemnitee (1) that would not have been incurred or suffered or requested if (i) the Client had fulfilled the obligations undertaken upon entering into this Agreement and (ii) the representations and warranties provided by the Client by entering into this Agreement had been truthful, accurate, complete and not misleading; or (2) in connection with any Action by a third party that arise out of or relate to any:

1. Client Data, including any processing of Client Data by or on behalf of Unlayer in accordance with this Agreement;
2. any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Client or any User, including Unlayer's compliance with any specifications or directions provided by or on behalf of Client or any User to the extent prepared without any contribution by Unlayer;
3. allegation of facts that, if true, would constitute Client's breach of any of its representations, warranties, covenants or obligations under this Agreement; or
4. negligence or more culpable act or omission (including recklessness or willful misconduct) by Client, any User, or any third party on behalf of Client or any User, in connection with this Agreement; or
5. any claim arising out of or relating to Client's or its Users' use of the AI Features in violation of Section 4A of this Agreement, including without limitation claims arising from AI-Generated Content created, published, distributed, or relied upon by Client or its Users.

12.2. Unlayer's Indemnification

Unlayer shall indemnify, defend and hold harmless Client from and against any and all Losses incurred by such Client arising out of or relating to any claim, suit, action or proceeding (each, an "Action") by a third party (other than an Affiliate of Client) that Client's or an User's use of the Software (excluding Client Software Packages, Client Data and third party materials) in compliance with this Agreement (including the Specifications) infringes a U.S. Intellectual Property Right. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any:

1. access to or use of the Software or Unlayer Materials in combination with any hardware, system, software, network or other materials or service not provided or authorized in the Specifications or otherwise in writing by Unlayer;
2. modification of the Software or Unlayer Materials other than: (i) by or on behalf of Unlayer; or (ii) with Unlayer's written approval in accordance with Unlayer's written specification;
3. failure to timely implement any modifications, upgrades, replacements or enhancements made available to Client by or on behalf of Unlayer; or
4. act, omission or other matter described in Section 12.1(a), Section 12.1(b), Section 12.1(c) or Section 12.1(d), whether or not the same results in any Action against or Losses by any Unlayer Indemnitee.

12.3. Indemnification Procedure

Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this Section 12 except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

12.4. Mitigation

If any of the Software or Unlayer Materials are, or in Unlayer's opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third-party Intellectual Property Right, or if Client's or any User's use of the Software or Unlayer Materials is enjoined or threatened to be enjoined, Unlayer may, at its option and sole cost and expense:

1. obtain the right for Client to continue to use the Software and Unlayer Materials materially as contemplated by this Agreement;
2. modify or replace the Software and Unlayer Materials, in whole or in part, to seek to make the Software and Unlayer Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Software and Unlayer Materials, as applicable, under this Agreement; or
3. by written notice to Client, terminate this Agreement and require Client to immediately cease any use of the Software and Unlayer Materials.

THIS SECTION 12 SETS FORTH CLIENT'S SOLE REMEDIES AND Unlayer'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SOFTWARE AND Unlayer MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

13. Limitations of Liability

13.1. Exclusion of damages

IN NO EVENT WILL Unlayer OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SOFTWARE, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, (e) ANY DAMAGES ARISING FROM CLIENT'S USE OF OR RELIANCE ON AI-GENERATED CONTENT, INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM INACCURATE, INCOMPLETE, BIASED, OR OTHERWISE INAPPROPRIATE AI-GENERATED CONTENT, OR (f) ANY DAMAGES ARISING FROM THE UNAVAILABILITY, INTERRUPTION, SUSPENSION, MODIFICATION, OR DISCONTINUATION OF THE AI FEATURES OR ANY THIRD-PARTY AI PROVIDER, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13.2. Cap on monetary liability

IN NO EVENT WILL THE AGGREGATE LIABILITY OF Unlayer AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE FEE PAID BY THE CLIENT TO Unlayer DURING THE BILLING PERIOD IN WHICH THE DAMAGES FIRST OCCURRED.

14. Improvements

The Client recognizes that Unlayer is always innovating and finding ways to improve the Software with new features and services. Therefore, the Client agrees that the Software may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Software. Unlayer will use its reasonable commercial effort to inform Client of any upcoming Software changes and to introduce features that substantially alter the functioning of the Software in a disabled state with the ability for Client to activate them at their leisure.

14A. AI Features Availability

(a) Third-Party AI Providers. The AI Features depend on Third-Party AI Providers whose availability, performance, and policies are outside Unlayer's control. Unlayer shall not be liable for any interruption, degradation, error, or unavailability of the AI Features resulting from the acts, omissions, or service changes of any Third-Party AI Provider.

(b) Modifications to AI Features. Unlayer reserves the right to modify, update, suspend, or discontinue the AI Features, or any component thereof, at any time. Unlayer may change the Third-Party AI Providers used to deliver the AI Features at any time, subject to the sub-processor notification requirements at unlayer.com/subprocessors.

(c) Beta and Experimental Features. Certain AI Features may be designated as beta, experimental, or early access. Such features are provided without warranty of any kind, may not perform as expected, and may be modified or discontinued at any time without notice.

(d) SLA Exclusion. Notwithstanding any uptime, availability, or service level commitments set forth in this Agreement or any applicable Order Form, no service level agreement, uptime guarantee, or performance commitment made by Unlayer applies to the AI Features. The availability and performance of AI Features is subject to the availability of Third-Party AI Providers and other factors outside of Unlayer's control. Unlayer does not guarantee any specific level of availability, response time, or performance for AI Features.

15. Force Majeure

Unlayer may not be deemed in any way liable for the failure to perform this Agreement caused by factors falling outside its reasonable control (a "Force Majeure Event") including by way of example and without any limitation, acts of God, uprisings, acts of terrorism and war, strikes, labor stoppages or slowdowns or other industrial disturbances, riots, tornadoes, hurricanes, floods, mudslides and landslides fire, earthquake or explosion, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, passage of law or any action taken by a governmental or public authority, or national or regional shortage of adequate power or telecommunications or transportation.

16. Assignment

The Client may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Unlayer. Any attempted assignment or delegation without such consent will be void. Unlayer may assign this Agreement in whole or part without Client's consent upon fifteen (15) days prior written notice to the Client. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

17. Ownership of the Software

17.1. Software and Unlayer Materials

All right, title and interest in and to the Software and Unlayer Materials, including all Intellectual Property Rights therein, are and will remain with Unlayer or Unlayer licensor's, as applicable. Client has no right, license or authorization with respect to any of the Software or Unlayer Materials except as expressly set forth in Section 3.1 and 3.2, in each case subject to Section 6. All other rights in and to the Software and Unlayer Materials are expressly reserved by Unlayer and the respective third-party licensors. In furtherance of the foregoing, Client hereby unconditionally and irrevocably grants to Unlayer an assignment of all right, title and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

17.2. Client Data

As between Client and Unlayer, Client is and will remain the sole and exclusive owner of all right, title and interest in and to all Client Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 17.3.

17.3. Consent to Use Client Data

Client hereby irrevocably grants all such rights and permissions in or relating to Client Data: (a) to Unlayer, its Subcontractors and the Unlayer personnel as are necessary or useful to perform the Software; and (b) to Unlayer as are necessary or useful to enforce this Agreement and exercise its rights and perform its hereunder.

17.4. Intellectual Property Rights in AI-Generated Content

(a) Client Ownership. As between Unlayer and Client, to the extent permitted by applicable law, Client shall own all right, title, and interest in and to AI-Generated Content generated through Client's authorized use of the AI Features, subject to the terms of this Section 17.4.

(b) No Unlayer Claim. Unlayer does not claim any ownership rights in AI-Generated Content generated by Client or its Users through use of the AI Features.

(c) No Training on Client Data. Unlayer's agreements with all Third-Party AI Providers prohibit those providers from using AI Inputs or AI-Generated Content to train, fine-tune, or otherwise improve their artificial intelligence models. Client's data is processed solely to generate the requested AI output.

(d) Third-Party Rights and Limitations. Client acknowledges that (i) AI-Generated Content may bear similarities to third-party content and that Unlayer cannot guarantee the originality, uniqueness, or non-infringement of any AI-Generated Content; (ii) Client is solely responsible for ensuring that its use, publication, and distribution of AI-Generated Content does not infringe the intellectual property rights of any third party; and (iii) the intellectual property status of AI-Generated Content may vary by jurisdiction and is subject to evolving legal standards. A current list of Third-Party AI Providers whose models contribute to AI-Generated Content is maintained at unlayer.com/subprocessors.

18. Tax Costs

Any tax cost deriving from the performance of this Agreement, including taxes for advertising activities, shall be borne by the Client.

19. Notices

Unless otherwise provided in this Agreement, any notice or communication under this Agreement shall be in writing, and shall be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier; (c) when sent, if by email, with confirmation of transmission and shall be sent to the other party at the addresses specified below:

If to Unlayer:
Unlayer, Inc.
2261 Market Street STE 4667,
San Francisco, CA 94114 (USA)
Email: info@unlayer.com

If to Client:
to the address provided by Client in the Registration Form.

The Parties hereby agree that: (a) words in electronic form shall be deemed to be "writing" for the purposes of all applicable legislation where "writing" is required; and (b) electronic evidence shall be admissible in any court or other quasi-judicial proceedings between the Parties.

20. Confidential Information

20.1.

Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, clients, technology, and products, including the terms and conditions of this Agreement ("Confidential Information"). Confidential Information includes, without limitation, trade secrets, ideas, processes, formulae, computer software (including source code), algorithms, data, data structures, scripts, applications, programming interfaces, protocols, know-how, copyrightable material, improvements, inventions (whether or not patentable), techniques, strategies, business plans, product development plans, timetables, forecasts, client and supplier lists, product and/or service designs, specifications and schematics, product and/or service costs, product and/or service prices, product and/or service names, financial information, employee information, marketing plans, business opportunities, research activities and results, market research activities and results, and development activities and results. Each party shall not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and shall take reasonable precautions to protect the confidentiality of such information.

20.2.

Information will not be deemed Confidential Information if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) the receiving party can demonstrate by written or other documentary records is independently developed by the receiving party without reference to or use of any Confidential Information.

21. Survival

The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 4 (Use Policy), Section 7.4 (Effect of Expiration or Termination), Section 8 (Fee and Payments), Section 10 (Asset Bandwidth and Service Restriction), Section 11 (Representations and Warranties), Section 12 (Indemnification), Section 13 (Limitations of Liability), Section 17 (Ownership of the Software), Section 20 (Confidential Information), Section 22 (Ownership of Resultant Data), Section 25 (Miscellaneous), Section 26 (Governing Law, Venue and Jurisdiction) and this Section 21.

22. Ownership of Resultant Data

Unlayer will derive aggregated data, information, and other content by or through the Software from processing Client Data, which is sufficiently different from such Client Data and cannot be identified from the inspection, analysis or further processing of such data, information, or content (the "Resultant Data"). Unlayer will assure the full anonymization of the Resultant Data to avoid any processing and diffusion or communication of personal data of the Client. Client authorizes Unlayer to use the Resultant Data in order to contribute to the effective improvement of the functioning of the Software and the production of statistical information that may be published by Unlayer in aggregate form. Unlayer reserves the right at all times to disclose the Resultant Data as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request.

23. Validity of amendments and/or supplements

Unlayer may unilaterally amend this Agreement. All amendments will be effective from the moment in which the new version of this Agreement is accepted on line by the Client. Any subsequent use of the Software shall be deemed an acceptance by the Client of the same amendments and/or supplements.

24. Advertising

24.1. Client Trademarks

The Client hereby acknowledges and accepts that Unlayer can use Client Trademarks in presentations, marketing materials, client lists and financial reports.

24.2. Banner and links

In case of a free Subscription Plan, the Client acknowledges and accepts the fact that Unlayer may insert in the interface of the Software:

• a wording and/or a logo of Unlayer, containing a link to one of the Unlayer sites;
• advertisements and advertising banner including, but not limited to, video advertising, social media advertising, image ads or text ads that may contain a link to third party sites. We have no responsibility or liability for the content and activities of these linked sites;
• "in-app", purchasable by the Users. The content and activities of these "in-app" are subject to their terms and policy.

25. Miscellaneous

25.1. Entire agreement

This Agreement, including the external links which constitute an integral part hereof, abrogates and supersedes all previous agreements, understandings and negotiations, whether written or oral, between the Parties concerning the subject matter of this Agreement.

25.2. Waiver

No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

25.3. Severability

If one or more of the clauses of this Agreement is declared null and void or unenforceable by the competent court of law, the remaining clauses of this Agreement shall continue to be valid and effective between the Parties, unless such clause constituted a determinant reason for the conclusion of this Agreement.

25.4. Headings

The headings contained in this Agreement or in any exhibit or schedule hereto, or linked document, as applicable, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

25.5. No relationship

The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.

26. Governing Law, Venue and Jurisdiction

This Agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. Each party hereto irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of California, or (b) the United States District Court for California, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each of Client and Unlayer agrees to commence any such action, suit or proceeding either in the United States District Court of California or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Superior Court of the State of California. Each of Client and Unlayer further agrees that service of any process, summons, notice or documents by U.S. registered mail to such party's respective address set forth above shall be effective service of process for any action, suit or proceeding in California with respect to any matters to which it has submitted to jurisdiction in this Section. Each of Client and Unlayer irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby and thereby in (i) the Superior Court of the State of California, or (ii) the United States District Court of California, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.