Last Modified: October 8, 2025

This Terms of Service Agreement (this "Agreement") is a binding contract between you ("Customer," "you," or "your") and Unit Technologies, Inc., a Delaware corporation ("Unit"). This Agreement governs your access to and use of the Services (as defined below).

By subscribing to the Services, you acknowledge that you have read and understand this Agreement, and you agree to be legally bound by its terms. You represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement on behalf of an organization, that you have the legal authority to bind such organization. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

Unit has developed a platform that enables Users to interact with and delegate tasks to an AI-powered creative agent ("GTV"). Customer desires to secure access to GTV as well as any associated applications or websites that Unit makes available and updates from time to time (collectively, the "Services"), and Unit desires to provide access to the Services to Customer.

IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE SERVICES FOR A TERM (THE "INITIAL TERM"), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT UNIT'S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL IN ACCORDANCE WITH SECTION 4.1 (SUBSCRIPTIONS; FEES) BELOW.

PLEASE READ THIS AGREEMENT CAREFULLY AND BE AWARE THAT SECTION 14 PROVIDES THAT, UNLESS YOU OPT OUT WITHIN 30 DAYS OF AGREEING TO THIS AGREEMENT, ALL DISPUTES BETWEEN YOU AND UNIT, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 14 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.

1. DEFINITIONS. Capitalized terms have the meaning set forth below or as defined within this Agreement.

1.1 "AI Tools" means the generative artificial intelligence and machine learning services or applications that are integrated into GTV, including without limitation, third-party large language and diffusion models.

1.2 "Applicable Privacy Laws" means the data protection, data security and privacy laws and regulations of any jurisdiction applicable to the Services under this Agreement.

1.3 "Confidential Information" means all information regarding a party's business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, that (a) is clearly identified as confidential or proprietary at the time of disclosure, or (b) the receiving party knew or should have known, given the nature of the information and the circumstances of its disclosure, was considered confidential or proprietary.

1.4 "Customer Content" means any content or information uploaded or transmitted to the Services by Customer or Users, including from Third-Party Services. Customer Content includes Inputs, Outputs and Customer Marks. Customer Content does not include Performance Data.

1.5 "Customer Marks" means Customer's trademarks, tradenames, service marks, and logos.

1.6 "Documentation" means all specifications, user manuals, and other technical materials relating to the Services that may be provided or made available to Customer from time to time, and as may be modified by Unit at its sole discretion.

1.7 "Fees" means the fees for the Services as set forth on the Order.

1.8 "Unit Technology" means the Services, Performance Data, the Documentation, and all applicable software, data, or technical information used by Unit or provided to Customer in connection with the foregoing.

1.9 "Order" means an order presented to you by Unit or within Unit's website in connection with your acceptance of this Agreement and subscription to the Services, which describes the details of your subscription, including subscription terms and applicable Fees.

1.10 "Performance Data" means general performance and usage data about the Services, including metadata regarding Customer's use of the Services (such as technical logs, task types, completion rates, and Services success metrics). Performance Data does not identify Customer or any User.

1.11 "Personal Data" means Customer Content that constitutes "personal data," "personal information," or "personally identifiable information" defined in Applicable Privacy Laws or information of a similar character regulated thereby, except that Personal Data does not include such information pertaining to Customer personnel who are business contacts for Unit, or such information received by Unit directly or from other sources (such as its other customers) independent of Unit's relationship with Customer.

1.12 "Third-Party Service" means any third-party service or application connected to, or integrated with, the Services by or on behalf of Customer.

1.13 "Users" means: (a) if Customer is an organization or corporate entity, employees and independent contractors who are authorized by such Customer entity to access the Services pursuant to Customer's rights under this Agreement; or (b) if Customer is an individual (i.e., not an organization or corporate entity), then User refers solely to such individual.

2. UNIT SERVICE; ACCESS; RESTRICTIONS.

2.1 Subscription to the Services. Subject to the terms and conditions of this Agreement and our Acceptable Use Policy (as defined below), Unit hereby grants to Customer a revocable, non-sublicensable, non-transferable (except as provided in Section 13.2), non-exclusive right to access and use the Services and any accompanying Documentation solely for Customer's internal business purposes.

2.2 Access. Each User will be provided access to and use of the Services through unique and confidential account credentials. These credentials cannot be shared or used by more than one individual User to access the Services. Customer is responsible for maintaining the confidentiality of all Users' account credentials and is solely responsible for all activities that occur under these User accounts. Customer will promptly notify Unit of any actual or suspected unauthorized use or access to its account.

2.3 Support. Subject to the terms and conditions of this Agreement, Unit will exercise commercially reasonable efforts to: (a) provide support to Customer for the use of the Services; and (b) keep the Services operational and available to Customer, in each case in accordance with its standard policies and procedures.

2.4 Restrictions. Customer will not, and will not permit any User or other party to: (a) allow any third party to access the Unit Technology except as expressly allowed herein; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Unit Technology for the benefit of any unauthorized third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Unit Technology, except as permitted by law; (d) use any automated software, devices or other processes to "scrape," extract, or download data from the Unit Technology (other than Customer Content) without the prior written consent of Unit; (e) interfere in any manner with the operation of the Unit Technology or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Unit Technology without the prior written consent of Unit; (f) attempt to access the Unit Technology through any unapproved interface; (g) attempt to circumvent any usage restrictions of the Unit Technology; (h) modify, copy or make derivative works based on any part of the Unit Technology; (i) access or use the Unit Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Unit or its licensors on the Unit Technology or any copies thereof; or (k) otherwise use the Unit Technology in any manner that exceeds the scope of use permitted under Section 2.1 or in a manner inconsistent with applicable law, the Documentation, the Order or this Agreement.

2.5 Suspension. Unit reserves the right to suspend Customer's or any User's access to the Services for any failure, or suspected failure, to comply with Section 2.4. Unit may also suspend Customer's or any User's access to all or any part of the Services, without notice and without incurring any resulting obligation or liability, if Unit believes, in its good faith and reasonable discretion, that Customer's or any User's use of the Services poses a risk to the security or integrity of Unit's systems, interferes with Unit's ability to reliably provide the Services to other customers, or may subject Unit to liability.

2.6 Third-Party Services. Customer may elect, or where it is a necessary part of the Services, may be required, to link certain Third-Party Services (such as payment processors, Slack, and/or social networking sites) to the Services, including by entering Customer's API keys associated with its account with such Third-Party Service. Customer acknowledges that: (a) Unit may access any Customer Content provided via a Third-Party Service so that it may be used in accordance with the terms of this Agreement, and (b) it is instructing Unit to share Customer Content (including Personal Data where directed) with the providers of such Third-Party Services; (c) it is responsible for ensuring that Customer is entitled to grant Unit access to Customer's account with such Third-Party Service; and (d) it is responsible for all activity under the Third-Party Services and any content derived therefrom, including all payment obligations associated with a Third-Party Service. Third-Party Services are not under the control of Unit, and Unit is not responsible for any Third-Party Services. Customer's use of the Third-Party Services is governed by the Customer's agreement with providers of the Third-Party Services. Customer acknowledges and accepts that Unit does not guarantee the continued interoperability or availability of any Third-Party Service, which may be updated or removed from the Services from time to time.

3. RESPONSIBILITY FOR CONTENT.

3.1. Types of Content. Subject to your compliance with this Agreement, you may share or upload any information, data, text, graphics, audio, video and/or other materials ("Content") through the Services, including by way of your prompts, comments, questions, and other input to GTV ("Inputs") and receive back outputs generated by GTV in response to such Inputs ("Outputs"). You, and not Unit, are entirely responsible for all Input that you upload, share, post, email, transmit, query or otherwise make available through or to GTV. When you make available any Input to GTV, you represent that you own and/or have sufficient rights to provide and to use such Input in connection with GTV, including to grant the license set forth in Section 3.4 and including that you have obtained all necessary licenses and permissions. You acknowledge that the Outputs are based on your Inputs, and that Unit has no control over any such Inputs. Accordingly, all Outputs are provided "as is" and with "all faults", and Unit makes no representations or warranties of any kind or nature with respect to any Inputs or Outputs, including any warranties of non-infringement, accuracy, completeness, truthfulness, timeliness or suitability. You are solely responsible for your use of your Outputs created through GTV, and for determining whether the Output is appropriate for your intended use, and you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party.

3.2 Ownership of Content. Inputs and Outputs are both Customer Content. Unit does not claim ownership of any Inputs or Outputs. Subject to Section 3.4, as between Unit and you, you are the owner of all right, title and interest in the Customer Content. Notwithstanding the foregoing, given the nature of GTV, you acknowledge that: (a) Outputs may not be unique across users and GTV may generate the same or similar outputs for another user under similar terms; and (b) Unit does not represent or warrant that the Outputs are protectible by any intellectual property rights under applicable law.

3.3. Use of AI Tools. The Services includes AI Tools. Inputs will be shared with the third parties that provide the AI Tools in order to generate Outputs. Customer acknowledges and accepts that GTV and its functionality take actions on Customer's behalf. Customer is responsible for setting and updating permissions and access levels for GTV, including which actions you authorize GTV to take on your behalf. If you request that GTV takes certain actions, including without limitation accessing and publishing Outputs on Third-Party Services, you acknowledge that you are solely responsible for authorizing such conduct and are responsible for the actions that GTV takes on your behalf. You, and not Unit, will be solely responsible for your use of GTV, including any of the Outputs and decisions made or actions taken by you or by GTV at your direction. You acknowledge and agree that any conduct you engage in as a result of the information provided by GTV or any other AI-enabled feature or action made available through Unit or Third-Party Services is at your own risk. Because GTV uses artificial intelligence to communicate with you and take actions on your behalf (if you so request), GTV may provide Output that is inaccurate. You agree that Unit will not be held liable to you or any third party for or as a result of GTV (or any other AI-enabled feature made available through Unit or Third-Party Services) providing inaccurate information to you. You acknowledge and agree that Unit does not represent or warrant that Outputs will (a) be free from third-party content or (b) not infringe third-party intellectual property rights. Unit will have no liability for the unavailability of any AI Tools, or any third party's decision to discontinue, suspend or terminate any AI Tools.

3.4. License to Customer Content. You grant Unit a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Customer Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other users. Without limiting the foregoing, you acknowledge that your Customer Content may be used by Unit and, where applicable, by third-party providers of the AI Tools, to improve the performance and relevance of GTV and its Outputs, the underlying artificial intelligence models, and related products and services (such as to better understand usage patterns and enhance future Outputs for you and other users). This may include analyzing how you interact with GTV to deliver more tailored and relevant results. For clarity, Unit will not share your Inputs or Outputs with third parties other than the AI Tools except as directed by you.

3.5 Content Restrictions. Your use of the Services must comply at all times with Unit's Acceptable Use Policy available at https://getgtv.com/use ("Acceptable Use Policy") and any applicable AI Tool's terms. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. Without limiting the foregoing, Customer Content will not: (a) be unlawful; (b) contain any sensitive personal information, including but not limited to personal medical information, personal financial information, or social security numbers, (c) knowingly contain any viruses, worms or other malicious computer programming codes intended to damage the Services; or (d) violate the intellectual property, privacy, or other rights of any third party or violate any Applicable Privacy Laws.

3.6 Storage. You agree that Unit retains the right to create reasonable limits on Unit's use and storage of Content, including Customer Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by Unit in its sole discretion. Unit has no responsibility for the retention or deletion of any Content, including Customer Content; the failure to transmit or receive transmission of any Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services.

4. FEES AND PAYMENT.

4.1 Subscriptions; Fees. Licenses to the Services are available on a subscription basis (a "Subscription"). The Fees for such Subscription will be set forth on an applicable Order and will be billed at the start of the Subscription and at regular intervals in accordance with Customer's elections on the Order at the time of purchase. Unit reserves the right to change the timing of billing and to change the Subscription pricing at any time which shall take effect at the next Renewal Term. If changes to the Subscription pricing occur that impact Customer's Subscription, Unit will use commercially reasonable efforts to notify Customer, such as by sending an email to the email address associated with Customer's account. If Customer does not agree with such changes, Customer may cancel its Subscription as set forth in Section 4.1(b) (Cancelling Subscriptions). Fees are non-refundable (except as expressly set out in an Order) and are not eligible for set off. Customer will maintain complete, accurate and up-to-date Customer billing and contact information.

(a) Automatic Renewal. Each Subscription will continue and automatically renew at Unit's then-current price for such Subscription until terminated in accordance with this Agreement (each such renewal term, a "Renewal Term"). The frequency at which Customer's Subscription renews (i.e., monthly, annually, etc.) will be designated on the Order. By subscribing, Customer authorizes Unit to charge the payment method designated in Customer's account now, and again at the beginning of any Renewal Term. Upon renewal of Customer's Subscription, if Unit does not receive payment, (i) Customer shall pay all amounts due on Customer's account upon demand and/or (ii) Customer agrees that Unit may either terminate or suspend Customer's Subscription and continue to attempt to charge Customer's designated payment method until payment is received (upon receipt of payment, Customer's account will be activated and for purposes of automatic renewal, the Renewal Term will begin as of the day payment was received).

(b) Cancelling Subscriptions. Customer may cancel its Subscription by (1) logging in and selecting the billing option within the main menu and navigating to Stripe's payments page; or (2) otherwise by contacting Unit (in accordance with Section 13.3 (Notices)), which will be effective at the end of the then-current Subscription term. For clarity, any cancellation of a Subscription will subject to any minimum term agreed in an Order.

(c) Effect of Cancellation. If Customer cancels its Subscription, Customer may use its Subscription until the end of the then-current Subscription term; Customer's Subscription will not be renewed after the then-current term expires. However, Customer will not be eligible for a prorated refund of any portion of the Fees paid for the then-current Subscription period.

(d) Upgrades and Downgrades. If Customer chooses to upgrade its Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental Fees associated with such upgrade will be charged in accordance with this Agreement. In any future Renewal Term, the Fees will reflect any such upgrades. If Customer chooses to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term. Downgrading a Subscription may cause loss of content, features, or capacity of the Services, and Unit does not accept any liability for such loss.

(e) Free Trials and Promotional Access. Any free trial or other promotion that provides Users access to the Services must be used within the specified time of the trial. At the end of the trial or promotional period, Customer's use of the Services will automatically roll into a paid Subscription at Unit's then-current Fees, and Customer will be charged for such Subscription as set forth in this Section 4.1 (Subscriptions; Fees) if it does not cancel prior to the start date of the Subscription period.

4.2 Payments. Customer agrees to pay all charges at the amounts in effect when such charges are incurred. Unit uses Stripe, Inc. and its affiliates ("Stripe") as its Third-Party Service for payment services (e.g., card acceptance, merchant settlement, and related services). If you subscribe to the Services, you will be required to provide your payment details and any additional information required to complete your order directly to Stripe. You agree to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/privacy) and its Terms of Service (currently accessible at https://stripe.com/legal/ssa) and hereby consent and authorize Unit and Stripe to share any information and payment instructions you provide with one or more providers of Third-Party Services to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by Stripe and your card issuer, and Unit is not responsible if your card issuer declines to authorize payment for any reason. For your protection, Stripe uses various fraud prevention protocols and industry standard verification systems to reduce fraud, and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. Unit is not responsible for this. In some jurisdictions, Stripe may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

4.3 Payment Information. By providing your payment and financial information, you agree that Unit, its service providers, and any of its third-party payment processors (e.g., Stripe) are authorized to immediately charge your account for all applicable Fees and that no additional notice or consent is required.

4.4 Taxes. All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on Unit's income.

4.5 Late Payment. Payments by Customer that are past due will be subject to interest at the rate of one and one-half percent (1½%) per month (or, if less, the maximum allowed by applicable law) of that overdue balance. Unit reserves the right (in addition to any other rights or remedies Unit may have) to suspend Customer's access to the Services if any Fees set forth in the applicable Order are more than thirty (30) days overdue until such amounts are paid in full.

5. PROPRIETARY RIGHTS.

5.1 Unit Technology. Customer acknowledges that Unit retains all right, title and interest in and to the Unit Technology, including any enhancements, improvements, or derivatives thereto, and that the Unit Technology is protected by intellectual property rights owned by or licensed to Unit. Other than as expressly set forth in this Agreement, no license or other rights in the Unit Technology are granted to the Customer.

5.2 Performance Data. Unit may monitor Customer's use of the Services and may collect and compile Performance Data. As between Unit and Customer, all right, title, and interest in the Performance Data, and all intellectual property rights therein, belong to and are retained solely by Unit. Unit may use Performance Data to operate, improve, analyze, and support the Services and for other lawful business purposes, provided that the Performance Data will not identify Customer or Customer's Confidential Information.

5.3 Feedback. Customer or its Users may give feedback to Unit on the use, operation, and functionality of the Services, including information about operating results, known or suspected bugs, errors, or compatibility problems, suggested modifications, and user-desired features, functionality, or workflows (collectively, "Feedback"). Unit may use and incorporate such Feedback connection with its business, products and services without restriction or consideration to Customer. Unit will not identify Customer as the source of any such Feedback. Unit acknowledges that all Feedback is provided to Unit on an "as is" basis and that Customer is not responsible for Unit's use of any Feedback, including any results therefrom.

6. DATA SECURITY; PRIVACY. If you are accepting this Agreement on behalf of an organization or corporate entity, during the Term, Unit will implement and maintain commercially reasonable administrative, technical and physical measures designed to safeguard against unauthorized access to or use or disclosure of any Customer Content or Personal Data. Customer and its Users will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other usernames and passwords required to access the Services. In the event Unit becomes aware of any loss or unauthorized access, disclosure or use of any Personal Data ("Security Incident"), Unit will (a) promptly notify Customer in writing of such Security Incident, and (b) take commercially reasonable steps designed to 1) identify the cause of such Security Incident, 2) minimize the harm associated therewith and 3) prevent reoccurrence thereof. Any notification of any Security Incident will describe, to the extent known, details of the Security Incident, including steps taken by Unit, or that Unit recommends that Customer take, to mitigate the potential risks. Unit's notification of or response to a Security Incident will not be construed as Unit's acknowledgement of any fault or liability with respect to the Security Incident.

7. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT. It is Unit's policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Unit by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Services of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner's behalf. Contact information for Unit's designated agent for notice of claims of infringement can be found on our website.

8. CONFIDENTIAL INFORMATION.

8.1 Restrictions. As a recipient of Confidential Information, each party agrees that it will (a) use the Confidential Information of the disclosing party only as set forth in this Agreement, (b) not disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement, (c) limit access to the Confidential Information of the disclosing party to its employees and contractors who have a need to know such information to use or provide the Services, and ensure that such employees or contractors are bound by confidentiality obligations at least as protective as those contained herein, and (d) protect the Confidential Information of the disclosing party from unauthorized use, access, and disclosure in a reasonable manner.

8.2 Exclusions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information that (a) is or becomes generally known and available to the public through no act or omission of the receiving party, (b) was in the receiving party's lawful possession without confidentiality restrictions prior to disclosure by the disclosing party, (c) is received without confidentiality restrictions from a third party with the right to make such a disclosure, or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party will, if permitted by law, provide advance notice of the disclosure to the disclosing party and cooperate so that the disclosing party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.

9. TERM AND TERMINATION.

9.1 Term. The term of this Agreement will commence on the date your Subscription begins and continue until so long as you have an active Subscription in place (the "Term").

9.2 Termination. Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach, or (b) the other party: (i) becomes insolvent, (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement, or (iii) makes an assignment for the benefit of its creditors.

9.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer hereunder will immediately terminate and Customer will cease use of the Services and Documentation. Termination of this Agreement will not relieve Customer of its obligation to pay all Fees that accrued prior to such termination. Each party will return to the other or destroy all property (including any Confidential Information) of the other party, except to comply with Section 9.4 (Data Export) below. Notwithstanding the foregoing, each party may retain the Confidential Information of the other in accordance with its standard backup procedures, subject to the requirements in Section 6 (Data Security; Privacy) and Section 8 (Confidential Information). Sections 1 (Definitions), 2.4 (Restrictions), 4 (Fees; Payment) (until such time that all Fees are paid), 5 (Proprietary Rights), 8 (Confidential Information), 9.3 (Effects of Termination), 10.2 (Disclaimer) and 11 through 14 (Indemnification through Miscellaneous) will survive the termination of this Agreement.

10. LIMITED WARRANTIES.

10.1 Customer Content. Customer represents and warrants that it has all rights necessary to upload and use the Customer Content with the Services (and has provided all required notices to its end customers related thereto) and to grant Unit all licenses to Customer Content in this Agreement without violating any third-party intellectual property, privacy, or other rights, including Applicable Privacy Laws or any agreement with any Third-Party Service.

10.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE UNIT TECHNOLOGY IS PROVIDED "AS IS" AND "AS AVAILABLE" AND (B) UNIT AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. UNIT DOES NOT WARRANT OR REPRESENT THAT THE UNIT TECHNOLOGY WILL BE FREE FROM BUGS, UNINTERRUPTED, OR ERROR-FREE.

(a) CUSTOMER ACKNOWLEDGES AND AGREES THAT UNIT IS NOT LIABLE, AND CUSTOMER AGREES IT WILL NOT SEEK TO HOLD UNIT LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH CUSTOMER.

(b) CUSTOMER ACKNOWLEDGES THAT GTV LEVERAGES AI TOOLS AND THAT UNIT IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD UNIT LIABLE, FOR ANY THIRD-PARTY AI TOOLS. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF GTV AND OUTPUTS COMPLIES WITH ALL APPLICABLE LAWS. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR CUSTOMER'S USE OF GTV AND ANY OUTPUTS RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER'S SPECIFIC USE CASE.

(c) FROM TIME TO TIME, UNIT MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH CUSTOMER MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT UNIT'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

11. INDEMNIFICATION.

11.1 By Unit. If any action is instituted by a third party against Customer based upon a claim that the Unit Technology, as delivered and when used in accordance with this Agreement, infringes any third party's intellectual property rights, Unit will defend such action at its own expense on behalf of Customer and will pay all damages attributable to such claim that are finally awarded against Customer or paid in settlement. The foregoing indemnification obligation does not apply to alleged infringement or misappropriation arising from Outputs or any third-party AI Tools. If the Unit Technology is enjoined or, in Unit's determination is likely to be enjoined, Unit will, at its option and expense (a) procure for Customer the right to continue using the Unit Technology, (b) replace or modify the Unit Technology so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Customer's access to the Unit Technology and refund any amounts previously paid for the Unit Technology attributable to the remainder of the then-current Term. Unit will have no obligation under this section or otherwise with respect to any infringement claim based upon: (i) Customer Content; (ii) any use of the Unit Technology not in accordance with this Agreement or the Documentation; (iii) any use of the Unit Technology in combination with other products, equipment, software, or data not supplied by Unit, including Third-Party Services; or (iv) any modification of the Unit Technology by any person other than Unit or its authorized agents. This Section sets forth the entire obligation of Unit and the exclusive remedy of Customer against Unit for any claim that the Unit Technology infringes a third party's intellectual property right.

11.2 By Customer. You shall indemnify and hold Unit, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Unit Party" and collectively, the "Unit Parties") harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (i) Customer Content; (ii) your use of, or inability to use, the Services; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules, or regulations. Unit reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Unit in asserting any available defenses. This provision does not require you to indemnify any of the Unit Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation, or concealment, or suppression or omission of any material fact in connection with the Services or any other service provided hereunder. You agree that the provisions in this section will survive any termination of your account, this Agreement and/or your access to the Services.

12. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR ANY PAYMENT OBLIGATIONS, VIOLATION OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, OR BREACH OF SECTION 2.4: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT; AND (B) IN NO EVENT WILL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY UNIT FROM CUSTOMER PURSUANT TO THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL NOT APPLY TO LIABILITIES THAT CANNOT BE LIMITED BY LAW. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS.

13. GENERAL PROVISIONS.

13.1 Governing Law. This Agreement will be governed by the laws of the State of California, exclusive of conflict or choice of law rules.

13.2 Assignment; Subcontractors. Neither party may assign this Agreement, including any rights or obligations arising hereunder, without the prior written consent of the other party, except that Unit may assign this Agreement without the consent of Customer in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement will be binding upon each party's respective permitted successors and assigns. Customer agrees that Unit may subcontract certain aspects of the Services to qualified third parties, provided that any such subcontracting arrangement will not relieve Unit of any of its obligations hereunder.

13.3 Notices. Any notice under this Agreement must be given in writing to the other party (a) if to Unit, then to support@unit.inc or 535 Mission Street, Floor 14, San Francisco, CA 94105; and (b) if to Customer, then to the email address associated with Customer's account. Notices will be deemed to have been given upon: (a) receipt (or when delivery is refused) if delivered in person or sent by recognized courier service, or (b) delivery, if sent by email that references this Section 13.3.

13.4 Force Majeure. Any delay in the performance of any duties or obligations of either party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outage, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

13.5 Publicity. If Customer is an organization or corporate entity, Unit may use Customer's name and Customer Marks to identify Customer as a customer, including on Unit's website, social media and in sales and marketing materials, in the same manner in which it uses the names of its other customers. Unit may not use Customer's name or Customer Marks in any other way without Customer's prior written consent.

13.6 Export. Customer agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Unit, or any products using such data, in violation of the United States export laws or regulations. Further, each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the Unit Technology is provided ("Export Laws") to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of the Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws. Customer further represents that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.

13.7 U.S. Government Restricted Rights. If Customer is a government end user, then this provision also applies to Customer. The software contained within the Services and provided in connection with this Agreement has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227- 7015 (or any equivalent or subsequent agency regulation thereof), and is provided as "commercial items," "commercial computer software," and/or "commercial computer software documentation." Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure, or distribution thereof by or for the U.S. Government will be governed solely by this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.

13.8 Miscellaneous. This Agreement (as may be modified from time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings. To the extent of any inconsistency between this Agreement and an Order, the Order shall prevail solely to the extent of the inconsistency. No terms of any purchase order, acknowledgement, or other form provided by Customer will modify this Agreement, regardless of any failure of Unit to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party was the drafter hereof. Unit may modify the terms of this Agreement at any time, and any such modification will take effect during a subsequent Renewal Term. The terms of this Agreement In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture, or employee-employer relationship is intended or created by this Agreement. There are no third-party beneficiaries of this Agreement.

14. DISPUTE RESOLUTION AGREEMENT

14.1 Arbitration of Disputes. Subject to the terms of this agreement to arbitrate ("Arbitration Agreement"), you and Unit agree that all disputes or claims between you and Unit that arise out of or relate in any way to your use of or access to the Services, or to this Agreement, including prior versions of this Agreement, (each, a "Dispute") will be resolved by binding arbitration. By entering into this Arbitration Agreement, all parties are waiving their respective rights to sue in court and have a trial in front of a judge or jury. This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of this Agreement containing an arbitration provision. This Arbitration Agreement does not preclude any party from (1) bringing claims in small claims court if such claims qualify and remain in small claims court; or (2) seeking equitable relief in any court of competent jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

14.2 Informal Dispute Resolution. Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and Unit agree to try to first resolve Disputes informally by contacting the other party in writing (the "Notice of Dispute"). If the Dispute is not resolved within 45 days after submission of the Notice of Dispute, you or Unit may commence arbitration or, in the limited circumstances described in this subsection above, an alternative legal proceeding. Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal Dispute resolution process. You and Unit agree that any Dispute subject to arbitration under this Arbitration Agreement not resolved informally must be filed in arbitration within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

14.3 Arbitration Procedures. The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder will be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The National Arbitration & Mediation ("NAM") will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the "NAM Rules") in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (both sets of rules are currently available at https://www.namadr.com/resources/rules-fees-forms/), and as modified by this Arbitration Agreement. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of Section 14.6. The arbitration will be conducted in the county where you reside or San Francisco, CA, unless the parties agree to another location or the Batch Arbitration process is triggered per Section 14.7. The arbitrator will issue a final, binding written award, which may be entered in any court having jurisdiction.

14.4 Confidentiality. To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential.

14.5 Arbitration Fees. The NAM Rules will govern the payment of arbitration fees. The parties shall bear their own attorneys' fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards set forth in the Federal Rule of Civil Procedure 11(b)).

14.6 No Class or Representative Actions. You and Unit agree that, by entering into this Arbitration Agreement, all parties MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a final decision, not subject to any further appeal or recourse, determines that this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief (such as a request for public injunctive relief), you and Unit agree that only that particular claim or request for relief will be severed from the arbitration and may be litigated in the state or federal courts located in San Francisco, CA.

14.7 Batch Arbitration. Notwithstanding Section 14.6, to increase the efficiency of administration and resolution of arbitrations, you and Unit agree that, in the event there are ten (10) or more individual requests for arbitration ("Requests") of a substantially similar nature (i.e., Requests that arise out of or relate to the same or similar facts and raise the same or similar legal issues and requests for relief) filed against Unit by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90)-day period, NAM will (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are fewer than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration"). If there is any dispute about the applicability of these Batch Arbitration procedures, NAM will appoint a single administrative arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). The Administrative Arbitrator's fees shall be paid by Unit.

14.8 30-Day Right to Opt Out. You have the right to opt out of this Arbitration Agreement. If you do not wish to be bound by this Arbitration Agreement, you must send written notice to Unit within thirty (30) days of first accepting any version of this Agreement containing an Arbitration Agreement. You must send this notice to support@unit.inc or 535 Mission Street, Floor 14, San Francisco, CA 94105 and must include: (1) your name and address; (2) the email address you used to set up your GTV account (if you have one); and (3) an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements you may currently have, or may enter in the future, with Unit.

14.9 Changes to this Arbitration Agreement. Unit retains the right to make changes to this Arbitration Agreement in the future. You may reject any such change by notifying Unit within thirty (30) days of that change at support@unit.inc or 535 Mission Street, Floor 14, San Francisco, CA 94105. Unless you reject the change within thirty (30) days, your continued use of the Services constitutes your acceptance of the change. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you did not previously properly opt out per the requirements in Section 14.8 above. By rejecting a future change, you remain bound to arbitrate any Dispute in accordance with the terms of this Arbitration Agreement, as modified by any changes to the Arbitration Agreement you did not reject. Unit will continue to honor any valid opt outs to the Arbitration Agreement, and you do not need to submit a rejection of future changes to this Arbitration Agreement if you properly opted out per the requirements in Section 14.8 above.