Please read these Terms of Service (the “Agreement”) carefully. Your use of the Services (as defined below) constitutes your consent to this Agreement.
This Agreement is between you and Unstructured Technologies, Inc. (“Unstructured”, “we”, “us”, or “our”) concerning your use of (including any access to) Unstructured’s services (the “Services”). The Services include the Unstructured site currently located at https://unstructured.io and its successor sites (“Website”), the Unstructured API (both free and paid versions), any forums or interactive services that Unstructured makes available to you, and any related documentation. This Agreement hereby incorporates by this reference any additional terms and conditions posted by Unstructured through the Services, or otherwise made available to you by Unstructured
By using the Services, you affirm that you are of legal age to enter into this Agreement.
If you are an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Services and to any such Organization. This Agreement contains a mandatory arbitration provision that, as further set forth in Section 18 below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.
Changes.
We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Services. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links); charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all users of the Services.
Information Submitted Through the Services.
Our submission of information through the Services is also governed by Unstructured’s Privacy Policy, located at https://unstructured.io/privacy-policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Website is and will remain accurate and complete, and that you will maintain and update such information as needed.
Jurisdictional Issues.
The Services are controlled or operated (or both) from the United States, and are not intended to subject Unstructured to any non-U.S. jurisdiction or law. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the availability of any Service at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
Rules of Conduct and Use Restrictions.
In connection with the Services, you must not:
Post, transmit or otherwise make available through or in connection with the Services any materials that are or may be: (a) threatening, harassing, degrading, hateful, or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner.
Post, transmit, or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment (each, a “Virus”).
Use the Services for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or is fraudulent or otherwise tortious or violates any applicable law.
Harvest or collect information about users of the Services, or systematically download and store our content.
Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available, including by hacking or defacing any portion of the Services, violate any requirement, procedure or policy of such servers or networks, or restrict or inhibit any other person from using the Services.
Attempt to cloak or conceal your identity or the identity of your products or services when requesting authorization to use the Services.
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, frame, mirror, timeshare, license, sublicense, assign, distribute, or otherwise exploit any portion of (or any use of) the Services except as expressly authorized herein, without Unstructured’s express prior written consent.
Reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain unauthorized access to any software component or any other portion of the Services, except where such restriction is expressly prohibited by applicable law.
Use any Service or any output of the Unstructured API to develop products or services that replicate or compete, or attempt to replicate or compete, with any Service.
Remove any copyright, trademark, or other proprietary rights notice from the Services.
Use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, “scrape”, “data mine”, or otherwise gather Website content, or reproduce or circumvent the navigational structure or presentation of the Website, without Unstructured’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Website’s root directory, Unstructured grants to the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Unstructured reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
You are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed to use the Services.
Forums and Interactive Services.
Users or visitors to the Services may make available certain content, comments, or other materials (each, a “Submission”), including through or in connection with forums, message boards, and other interactive services related to the Services. Unstructured has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. If you choose to make any of your personally identifiable or other information publicly available through the Services, you do so at your own risk.
Transactions.
We may make available the ability to purchase, subscribe to, or otherwise obtain access to certain of the Services (a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, and your billing address. You represent and warrant that you have the right to use any credit card that you submit in connection with a Transaction. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable Services will be used only in a lawful manner.
Unstructured reserves the right, including without prior notice, to limit the availability of or discontinue or end support for any Service; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any Service. Unstructured does not currently support refunds, but you can cancel at any time. You agree to pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred. In addition, you are responsible for any taxes applicable to your Transactions. For the paid version of the Unstructured API, we may prepare and send you an invoice based on your usage of the Services, and such invoices will be due and payable within 30 days of the date of invoice. While we may confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to provide a service.
Your Access to the Unstructured API.
Subject to and conditioned on your compliance with the terms and conditions in this Agreement and the documentation and other materials Unstructured may make available related to the Unstructured API (“API Documentation”), Unstructured grants you a limited right to use the Unstructured API and API Documentation solely to access the Services enabled by the Unstructured API and integrate the functionality of those Services into your products and services. You may not use the Unstructured API for any other purpose without Unstructured’ s prior written consent. You acknowledge that there are no implied licenses granted under this Agreement. Unstructured reserves all rights that are not expressly granted.
Registration; API Keys.
You may need to register to use all or part of the Services. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. To access and use the Unstructured API, you must obtain an API key through the Unstructured registration process. You may not share your API key with any third party, and you must use the API key as your sole means of accessing the Unstructured API. Unstructured may revoke your API key at any time and without prior notice, for any or no reason. Your user name, password, and API key are for your internal business use only and should be kept confidential. You, and not Unstructured, are responsible for any use or misuse of your user name, password or API key, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name, password or API key, or your account for the Services.
Content.
For purposes of clarity, as between the parties, you retain ownership of your input to the Unstructured API (“Input”), the output returned by the Unstructured API based on your input (“Output”), and your Submissions (collectively, “Content”). You hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and sublicensable (through multiple tiers) license, without additional consideration, to reproduce, distribute, publicly perform and display, create derivative works of, adapt, modify, and otherwise use, analyze, and exploit Content to provide the services and offerings, and with respect to Input to and Output from the free version of the Unstructured API, to develop and improve the services and offerings.
In addition, if you provide to us any ideas, proposals, suggestions, or other materials (“Feedback”), whether related to the Services or otherwise, such Feedback will be deemed your Submissions, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is without restriction, and does not place Unstructured under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Content, and your provision thereof through and in connection with the Services are not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Content that you may have under any applicable law under any legal theory.
Monitoring.
We may (but have no obligation to) monitor, evaluate, alter, or remove Content before or after they appear on the Services, or analyze your access to or use of the Services. We may disclose information regarding your access to and use of the Services, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
Unstructured’s Proprietary Rights.
You acknowledge that, as between the parties, Unstructured owns all rights, title, and interest, including all intellectual property rights, in and to the Services. All trade names, trademarks, service marks, and logos on the Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks, or logos (“Unstructured Marks”) in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting any right to use Unstructured Marks without the express prior written consent of the owner.
Third Party Materials; Links.
Certain functionality of the Services may make available access to information, products, services, and other materials made available by third parties, including third party Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route, and transmit to you the applicable Third Party Materials.
We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading, or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Unstructured with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Services at any time. In addition, the availability of any Third Party Materials through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).
Promotions.
Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern.
Disclaimer of Warranties.
To the fullest extent permitted under applicable law: (a) the Services and any Third Party Materials are made available to you on an “As Is”, “Where Is”, and “Where Available” basis, without any warranties of any kind, whether express, implied, or statutory; and (b) Unstructured disclaims all warranties with respect to the Services and any Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement, and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Unstructured and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers, and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.
While we try to maintain the timeliness, integrity, and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct, or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at support@unstructured.io with a description of such alteration and its location on the Services.
Limitation of Liability.
To the fullest extent permitted under applicable law: (a) Unstructured will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, and loss of security of Content (including unauthorized interception by third parties of any Content), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, Unstructured will not be liable for damages of any kind resulting from your use of or inability to use the Services or from any Third Party Materials, including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Services or any Third Party Materials is to stop using the Services; and (d) the maximum aggregate liability of Unstructured for all damages, losses, and causes of action, whether in contract, tort (including negligence), or otherwise, shall be the greater of total amount, if any, paid by you to Unstructured in the 12 months prior to the event giving rise to the damages, losses, or causes of action to use the Service or $100.00. All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Unstructured and the Affiliated Entities, and their respective successors and assigns.
Indemnity
To the fullest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Unstructured and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Services (including all Content); and (b) any violation or alleged violation of this Agreement by you.
Termination.
This Agreement is effective until terminated. Unstructured may terminate or suspend your use of any Service at any time and without prior notice, for any or no reason, including if Unstructured believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use such Service will immediately cease, and Unstructured may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, API key and all associated materials, without any obligation to provide any further access to such materials. Sections 2–5 and 8–23 shall survive any expiration or termination of this Agreement.
Governing Law; Arbitration.
The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and Unstructured, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Unstructured and you are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.
You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action.
The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
Filtering.
We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Unstructured does not endorse any of the products or services listed on such site.
Information or Complaints.
If you have a question or complaint regarding the Services, please send an e-mail to support@unstructured.io. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Copyright Infringement Claims.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send to Unstructured a written notice by mail or e-mail, requesting that Unstructured remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Unstructured a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to “Copyright Manager" as follows: By mail to Copyright Manager, Unstructured Technologies Inc., 5406 Crossings Dr #389, Rocklin, CA 95677; or by e-mail to legal@unstructured.io. Copyright Manager’s phone number is 916-281-9734.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
Export Controls.
You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
Miscellaneous.
This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Unstructured. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Unstructured relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Unstructured relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Unstructured will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
©2023 Unstructured Technologies, Inc. All rights reserved.