Terms of Service

Your agreement

Welcome to Uniphy. The Uniphy branded and related services are provided by Mole Studios LLC, a Texas limited liability company doing business as Uniphy (“Uniphy”), through the Uniphy website at https://uniphy.app (the “Site”), the Uniphy mobile application (the “App”), and related websites, software, and applications, to you (“you” or “User”). The Services (as defined below) help you create listings and publish and manage them on third-party marketplaces that you connect, such as Depop, eBay, Mercari, and Poshmark (each, a “Marketplace”). This Terms of Service Agreement (“Agreement”) is entered into by and between Uniphy and you, and is made effective as of the date of your use of the Site or Services or the date of electronic acceptance.

By using the Site, the App, the services available through them, and any service, software, application, plug-in, component, functionality, or program created by Uniphy (together, the “Services,” and each individual part of them, a “Service”), you agree to this Agreement. Our Privacy Policy describes how we handle personal information. Only additional terms or policies that this Agreement or a Service expressly incorporates will form part of this Agreement. Please read the applicable terms and policies before using the Site or Services, whether directly or through a third-party site or app store.

The terms “we”, “us” or “our” shall refer to Uniphy. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your Account (as defined below) or uses the Services.

“Uniphy Parties” means Mole Studios LLC and its parents, subsidiaries, affiliates, members, managers, officers, directors, employees, contractors, agents, service providers, predecessors, successors, and assigns.

By visiting the Site, downloading the App, and/or creating an Account, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by this Agreement.

By using the Site or the Services, you represent and warrant that you are at least eighteen (18) years old, have the legal capacity to enter into this Agreement, and are not barred from receiving the Services under the laws of the United States or any other applicable jurisdiction. If you are under eighteen (18), you may not create an Account or use the Services. Uniphy may request information reasonably necessary to verify eligibility and may suspend or terminate an Account if it reasonably believes the eligibility representation is inaccurate.

If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Uniphy finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Uniphy shall not be liable for any loss or damage resulting from Uniphy’s reliance on any instruction, notice, document or communication reasonably believed by Uniphy to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Uniphy reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your Account or the Services, whether or not authorized by you.

Modification of agreement, site, or services

Uniphy may update this Agreement from time to time. We will post the revised Agreement and update the date shown at the top of this page. If a change materially affects your rights or obligations, we will provide reasonable advance notice through the Services, by email, or by another reasonable method before the change takes effect, except when an immediate change is required by law or needed to address an urgent security or abuse risk. Material changes will apply prospectively. Your continued use of the Services after the effective date constitutes acceptance of the revised Agreement. Changes to subscription pricing and to the arbitration provision are also governed by the “Fees and payments; automatic renewal” and “Disputes” sections below. If you do not agree to a revised Agreement, you must stop using the Services and may delete your Account or cancel your subscription.

Your registration obligations

To obtain and use the Services, you will be required to create an account with Uniphy (“Account”) by signing in with your email address or with your Apple account through our authentication provider. When registering with Uniphy, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the Services’ registration process (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).

You may not share your Account or permit another person to use it. You are responsible for maintaining the confidentiality and security of your device, your email and Apple sign-in credentials, and your connected Marketplace accounts, and for activity conducted through your Account to the extent permitted by law. You must promptly notify Uniphy of suspected unauthorized access or another security breach and cooperate with reasonable steps to secure the Account.

General rules of conduct

You acknowledge and agree that:

• Your use of the Site and the Services, including any content you submit, will comply with this Agreement, any applicable policy that may apply to your Services, the terms and policies of each Marketplace you connect, and all applicable local, state, national and international laws, rules and regulations.
• You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent. You will use buyer information you receive through the Services only to fulfil and support the related order, as permitted by the applicable Marketplace and applicable law.
• You will not use the Site or the Services in a manner that: is illegal, or promotes or encourages illegal activity; promotes, encourages or engages in the exploitation of children, or any activity related to the proliferation of child sexual abuse material (CSAM); promotes, encourages or engages in terrorism, violence against people, animals, or property; promotes, encourages or engages in any spam or other unsolicited bulk messages, or computer or network hacking or cracking; violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription; violates the Fight Online Sex Trafficking Act of 2017 or similar legislation, or promotes or facilitates prostitution and/or sex trafficking; infringes on the intellectual property rights of another User or any other person or entity; offers counterfeit, stolen, recalled, or otherwise prohibited items; violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity; interferes with the operation of the Site or the Services; contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or contains false or deceptive language, or unsubstantiated or comparative claims, regarding Uniphy or Uniphy’s Services.
• You will not copy or distribute in any medium any part of the Site or the Services, except where expressly authorized by Uniphy.
• You will not modify, alter, decompile, or reverse engineer any part of the Site or the Services or any of their related technologies, except to the extent applicable law expressly permits it.
• You will not access Uniphy Content (as defined below) or User Content through any technology or means other than through the Site or the Services themselves, or as Uniphy may designate.
• You agree to back up all of your User Content so that you can access and use it when needed. Uniphy does not warrant that it backs up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.
• You will not resell, sublicense, rent, lease, white-label, or make the Services or any of Uniphy’s related technologies available to a third party as a standalone service without Uniphy’s express prior written consent. This restriction does not prohibit you from using the Services to operate your own resale or other lawful business.
• You will not circumvent, disable or otherwise interfere with the security-related features of the Site or the Services (including without limitation those features that prevent or restrict use or copying of any Uniphy Content or User Content) or enforce limitations on the use of the Site or the Services, the Uniphy Content or the User Content therein, including usage limits that apply to your plan.
• Uniphy may contact you about your Account, transactions, security, support requests, or changes to the Services by email, push notification, in-app message, or other contact information you provide. Marketing communications will be sent only as permitted by applicable law, and you may opt out using the method described in the communication. Consent to marketing is not a condition of purchasing or using the Services.
• Without limiting any of the rights set forth elsewhere in this Agreement, Uniphy expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to the Site or any Services to any User (i) whose Account or Services were previously terminated or suspended, whether due to breach of this or any other Agreement or any Uniphy policy, or (ii) who otherwise engages or has engaged in inappropriate, abusive, fraudulent, or unlawful activity while using the Site or Services.

User content

The Services may allow you to upload, import, generate, store, edit, publish, or transmit text, images, product information, inventory data, prices, and other material (“User Content”). Between you and Uniphy, you retain ownership of your User Content. You represent and warrant that you have all rights and permissions necessary to provide and use User Content through the Services and to authorize Uniphy to process and transmit it as described in this Agreement. You are responsible for User Content submitted through your Account and for ensuring that it does not violate law, Marketplace rules, or another person’s rights.

The Services may use automated or artificial-intelligence features to generate or suggest listing titles, brands, models, sizes, descriptions, images, categories, conditions, prices, and other content (“Generated Content”). Generated Content may be inaccurate, incomplete, or unsuitable. Price suggestions are informational estimates based on recent sales and comparable items; they are not appraisals, guarantees of value, or predictions that an item will sell at any price or at all. You are responsible for reviewing, editing, and approving Generated Content before using or publishing it and for ensuring that each listing, representation, price, and communication is accurate, lawful, and compliant with applicable Marketplace rules.

Uniphy may process User Content, and may authorize service providers acting for Uniphy to process User Content, to provide an automated or artificial-intelligence feature you request. Uniphy does not use, or authorize service providers acting for Uniphy to use, private User Content to train general-purpose artificial-intelligence models. Uniphy may use Feedback (as defined below) and aggregated or de-identified information that does not identify you to develop, evaluate, secure, and improve the Services.

When you connect a Marketplace account, you authorize Uniphy and its service providers to access that account on your behalf and to retrieve, create, modify, publish, end, synchronize, import, and transmit listings, inventory, orders, sales, and related data as directed by you or through settings you enable, including automatic delisting and vacation mode. You represent that you have authority to grant that access. You remain responsible for activity you approve or enable and for complying with the Marketplace’s terms, restrictions, fees, taxes, and policies.

Feedback. If you voluntarily provide ideas, suggestions, or other feedback about the Services (“Feedback”), you grant Uniphy a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable right to use and commercialize that Feedback without restriction or compensation. Feedback does not include your product images, inventory, Marketplace data, private communications, or other User Content merely because it is submitted through the Services.

License to operate the Services. You grant Uniphy and its contractors a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to host, cache, copy, process, modify, adapt, create derivative works from, transmit, display, and distribute User Content only as reasonably necessary to provide, maintain, secure, support, and improve the Services; perform actions you request; create and manage Marketplace listings; and comply with law. This license includes permission to reformat, resize, crop, translate, and otherwise adapt User Content for technical requirements or Marketplace specifications.

The license continues for as long as the User Content is stored or used through the Services and for a commercially reasonable period afterward for backup, legal, fraud-prevention, and system-integrity purposes. Marketplace listings or other content you direct us to publish may remain available through third-party services after deletion from Uniphy and are subject to those services’ policies. Uniphy will not use private User Content in public advertising without your permission. Our handling of personal information is also governed by the Privacy Policy.

Connected marketplaces

No affiliation. Uniphy is an independent service. Uniphy is not affiliated with, endorsed by, sponsored by, or an agent of Depop, eBay, Mercari, Poshmark, or any other Marketplace. Marketplace names and marks are the property of their respective owners and are used only to identify the Marketplaces the Services can connect to.

Connections. Connection methods vary by Marketplace. We do not ask you to provide the password for a connected Marketplace except when a connection method expressly requires it. A connection may stop working, require you to reconnect, or behave differently from the Marketplace’s own apps and websites.

Marketplace rules. You are solely responsible for complying with each Marketplace’s terms of service, policies, and rules, including rules about listings, prohibited items, fees, taxes, shipping, returns, and the use of third-party tools. Your use of a Marketplace through the Services does not change your agreement with that Marketplace.

Marketplace changes and restrictions. Marketplaces may change their services, features, or rules, or may limit, suspend, or block third-party tools, connections, listings, or accounts, including your Marketplace account, at any time and for any reason. Uniphy does not control these decisions and is not responsible for them or for any resulting loss, including lost sales, listings, data, fees, or account standing. Uniphy may suspend, limit, or discontinue support for any Marketplace or feature at any time.

Automatic delisting. When the Services detect that an item has sold on one Marketplace, they will attempt to end that item’s listings on your other connected Marketplaces. Automatic delisting is provided on a best-effort basis. It depends on information from Marketplaces, network conditions, and other factors outside our control, and it may be delayed, incomplete, or unsuccessful. Uniphy does not guarantee that any listing will be ended, or that it will be ended in time to prevent another sale. You remain solely responsible for monitoring your listings and inventory and for any oversold items, cancellations, refunds, returns, buyer claims, negative feedback, Marketplace fees, penalties, performance ratings, or account restrictions that result.

Synchronized information. Listings, orders, sales, statistics, and other information shown in the Services are synchronized from Marketplaces and may be delayed, incomplete, or inaccurate. The Marketplace’s own records control. Bulk listing, import, and other automated features may create, duplicate, change, or miss listings, and you are responsible for reviewing listings they create, import, or change.

Your listings and sales

You are solely responsible for the items you list and sell and for every listing published through your Account, including that each item is legal to sell, authentic, accurately described and priced, and not counterfeit, stolen, recalled, or otherwise prohibited, and that your listings and photos do not infringe anyone’s intellectual property or other rights.

Sales take place between you and the buyer on the Marketplace. Buyers pay through the Marketplace, and payouts are made to you by the Marketplace. Uniphy does not process buyer payments, does not take a commission or share of your sales, and is not a party to any sale. You are responsible for fulfilling orders, shipping, returns, customer service, Marketplace fees, and all taxes associated with your sales.

Availability of website and services

The Site and Services may be unavailable from time to time because of maintenance, updates, equipment or provider failures, Marketplace outages or changes, network conditions, security incidents, events outside our reasonable control, or other operational reasons. Uniphy does not guarantee continuous, uninterrupted, or error-free availability. Subject to the “Limitation of liability” section and applicable law, Uniphy is not liable for an interruption or unavailability of the Site or Services.

Beta and experimental features. Uniphy may identify certain features as beta, preview, early access, experimental, or evaluation features. These features may be incomplete, contain errors, produce unexpected results, change materially, or be suspended or discontinued with limited or no notice. You should not rely on them for uses where an error, delay, or loss could cause material harm. Beta and experimental features are provided subject to the disclaimers and limitations in this Agreement.

Monitoring of content; account termination policy

Uniphy generally does not pre-screen User Content. However, Uniphy reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. Uniphy may remove or restrict access to User Content that reasonably appears to violate this Agreement or applicable law. Uniphy may also suspend or terminate a User’s access under the “Additional reservation of rights” section, including under the repeat-infringer policy below. Uniphy has adopted and reasonably implements a policy of terminating, in appropriate circumstances, Users who repeatedly infringe intellectual-property rights. In applying this policy, Uniphy may consider valid infringement notices, court orders, admissions, retractions, counter-notices, and other relevant circumstances. Uniphy may also suspend or terminate an Account after a single serious infringement where appropriate. Following termination, Uniphy may delete data associated with the Account subject to the Privacy Policy, applicable law, and any retention period Uniphy communicates to you.

Changes to and discontinuation of the services

Uniphy may modify, suspend, or discontinue all or part of the Services, including support for any Marketplace or feature, at any time. When practicable, we will provide reasonable advance notice of a material discontinuation so that you can save available User Content or transition to another service. Advance notice may not be possible for urgent security, legal, third-party platform, or operational reasons.

Notice and migration. You are responsible for saving User Content you wish to retain and for taking reasonable transition steps described in any notice. If Uniphy discontinues a paid Service before the end of your prepaid term, Uniphy may provide a substantially similar service, a prorated credit, or a prorated refund, as appropriate and subject to applicable law and, for App Store Subscriptions, Apple’s policies. Uniphy may migrate Accounts to a replacement or updated Service and will use commercially reasonable care in doing so.

No liability. To the fullest extent permitted by law and subject to the “Limitation of liability” section, Uniphy is not liable for a modification, suspension, or discontinuance of all or part of the Services beyond any remedy expressly stated above.

Trademark and copyright claims

Uniphy respects intellectual-property rights. To report content that you believe infringes a copyright or trademark, email support@uniphy.app with: your name and contact information; identification of the protected work or mark; identification and location of the allegedly infringing material; a statement of your good-faith belief that the use is unauthorized; a statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act for the rights owner; and your physical or electronic signature. Uniphy may remove or restrict access to reported material and may send the notice to the affected User.

If copyright material you submitted was removed or disabled because of a copyright notice and you believe the removal resulted from mistake or misidentification, you may send a counter-notice to support@uniphy.app. The counter-notice must include: your physical or electronic signature; identification of the removed or disabled material and where it appeared before removal; a statement under penalty of perjury that you have a good-faith belief the material was removed or disabled because of mistake or misidentification; your name, address, and telephone number; and a statement that you consent to the jurisdiction of the federal district court for the judicial district where your address is located, or, if your address is outside the United States, any judicial district where Uniphy may be found, and that you will accept service of process from the person who submitted the original notice or that person’s agent.

Uniphy may provide a compliant counter-notice to the person who submitted the original notice and may restore the affected material between ten (10) and fourteen (14) business days after receiving the counter-notice unless Uniphy first receives notice that the reporting party has filed a court action seeking to restrain the allegedly infringing activity. Knowingly making a material misrepresentation in a notice or counter-notice may result in liability under applicable law.

Third-party content, sites, and services

Transactions with Marketplaces or other third parties through the Services are solely between you and those parties. Uniphy is not their agent or a party to those transactions. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third-party content, including Marketplaces, websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We may also provide some content to you as part of the Services. Any such activities, and any terms associated with such activities, are solely between you and the applicable third party. Similarly, we are not responsible for any third-party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Uniphy shall have no liability, obligation, or responsibility for any such correspondence, purchase, or promotion between you and any such third party. You are solely responsible for investigating before proceeding with any online or offline transaction with any third party. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third-party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we disclaim all liability. This paragraph does not apply to purchases of Uniphy subscriptions.

Fees and payments; automatic renewal

Uniphy may offer free and paid features. Paid subscriptions, including monthly and yearly plans, may be purchased through Apple’s App Store using the payment method associated with your Apple account (an “App Store Subscription”) or directly from Uniphy on our websites through our payment processor (a “Direct Subscription”). Apple and our payment processor are each a “Billing Provider.” A paid subscription applies to your Account, and its paid features are available wherever you sign in to the Services, including the App, unless the offer states otherwise.

Prices, taxes, billing periods, and material subscription terms will be disclosed before you purchase. By providing a payment method and confirming a purchase, you authorize Uniphy or the applicable Billing Provider to charge the disclosed amounts when due. Before you enroll in an automatically renewing offer, the enrollment flow will disclose the renewal terms, price and billing frequency, any trial or promotional period, the amount or manner of determining the amount charged after that period, and how to cancel. Automatic renewal requires your affirmative agreement to the disclosed renewal terms. Uniphy or the applicable Billing Provider will provide a retainable confirmation containing the subscription terms and cancellation instructions.

Uniphy does not charge a commission on or take a share of your Marketplace sales. Marketplace fees, payment-processing fees, shipping costs, and taxes charged by Marketplaces or others are your responsibility and are not included in your subscription.

Automatic renewal. If you purchase an automatically renewing subscription, it will renew for the period disclosed at enrollment until you cancel. At each renewal, Uniphy or the applicable Billing Provider will charge your payment method the then-current price disclosed to you, plus applicable taxes. You may cancel at any time through the same platform through which you subscribed: for an App Store Subscription, in your App Store account settings, at least twenty-four (24) hours before the end of the current period to avoid being charged for the next one; for a Direct Subscription, through the online cancellation method available in your Account or on our websites, before the end of the current period. Cancellation takes effect at the end of the current paid period unless otherwise required by law or stated by the Billing Provider, and access to paid features generally continues until then.

Free trial. Certain subscription offers may include a free trial (“Free Trial”) for the length disclosed when you enroll. The Free Trial begins when you confirm the offer and expires at the end of the disclosed period, regardless of whether or how much you use the Services during that period. Unless the offer presented to you expressly states otherwise, only new subscribers are eligible for a Free Trial. We may withdraw or modify a Free Trial offer before enrollment, subject to applicable law. If we determine that you are not eligible for a Free Trial, we may end the trial or offer you a paid subscription, but you will not be charged unless you separately confirm the paid subscription and its disclosed terms.

Unless you cancel before the Free Trial expires, the Free Trial will automatically convert to the paid subscription you selected, and your payment method will be charged the price and for the billing period disclosed when you enrolled. The subscription will then automatically renew until cancelled. To avoid being charged, you must cancel through your Uniphy Account settings or the Billing Provider through which you subscribed by that platform’s cancellation deadline; for an App Store Subscription, cancel at least twenty-four (24) hours before the Free Trial expires. Deleting the Uniphy app or your Uniphy Account does not cancel a subscription. A cancellation made after the applicable deadline stops future renewals but does not reverse a charge that has already occurred. Refund eligibility is governed by the “Refund of charges” section below. Residents of certain countries may not be eligible to participate in a Free Trial offer.

Free service. Uniphy may offer a limited version of the Services without charge (“Free Service”). The available features, usage limits, eligibility requirements, and duration of the Free Service may be disclosed in the Services and may change from time to time. Subject to applicable law, Uniphy may modify or discontinue the Free Service. You will not be charged merely because the Free Service changes, ends, or you become ineligible. A Free Service will convert to a paid subscription only if you affirmatively select a paid plan and agree to the price, billing period, automatic-renewal terms, and cancellation method disclosed at enrollment. Data associated with a Free Service may be deleted after the Account is closed or the Free Service is discontinued, subject to the Privacy Policy, applicable law, and any retention period Uniphy separately communicates to you. You should save any User Content you wish to keep before closing your Account.

Uniphy may retain records of the offer presented to you, your affirmative consent, the version of the applicable terms, transaction acknowledgments, and cancellation activity for as long as reasonably necessary to administer the subscription, comply with law, resolve disputes, and enforce this Agreement. Uniphy or the applicable Billing Provider will send renewal reminders and notices of material subscription or price changes when required by applicable law.

Charges are due at the time of purchase, renewal, or conversion from a Free Trial, unless Uniphy separately agrees to different payment terms in writing.

Failed and unpaid payments. If a renewal payment fails, Uniphy or the Billing Provider may retry the charge, request updated payment information, suspend paid features, or cancel the subscription. For a Direct Subscription, if payment is not received when due, your Account may be frozen and paid features may be inaccessible until all outstanding payments have been processed. You remain responsible for settling all outstanding balances in a timely manner and for maintaining current billing information. Uniphy may deactivate Accounts with unpaid balances, subject to applicable law.

Price changes. Uniphy may change subscription prices. For an existing automatically renewing subscription, a price increase will take effect no earlier than the next renewal after any advance notice required by applicable law. You may cancel before the new price takes effect. Where applicable law or a Billing Provider requires affirmative consent to a price change, the change will not apply unless that consent is obtained.

Deleting the app or closing your Uniphy Account does not cancel an App Store Subscription or a Direct Subscription. You must cancel using the applicable cancellation method described above. After cancellation, access to paid features generally continues through the end of the current paid period.

Additional reservation of rights

Uniphy may deny, suspend, restrict, or terminate an Account or Service when reasonably necessary to: remedy a breach of this Agreement; prevent or investigate fraud, abuse, harassment, illegal activity, or a security risk; protect Users, third parties, Uniphy, or the integrity of the Services; comply with law, legal process, or a Marketplace or other third-party platform requirement; address nonpayment; or discontinue a Service under the “Changes to and discontinuation of the services” section. Where practicable and lawful, Uniphy will provide notice and a reasonable opportunity to cure before terminating a paid Account for breach.

Uniphy may act without prior notice when reasonably necessary to address an urgent security, fraud, legal, safety, harassment, or abuse risk. Suspension or termination does not eliminate charges incurred before the effective date or any rights and obligations that by their nature should survive.

Uniphy Content. Except for User Content, the content on the Site and the Services, including without limitation the text, software, scripts, source code, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“Uniphy Content”), are owned by or licensed to Uniphy in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. Uniphy Content is provided to you “as is”, “as available” and “with all faults” for your use of the Services for your personal or internal business purposes and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited except as expressly permitted through the Services or with Uniphy’s prior written consent. No right or license under any copyright, trademark, patent, or other proprietary right is granted except for the limited right to use the Services in accordance with this Agreement. Uniphy reserves all rights not expressly granted, and this Agreement does not transfer ownership of the Uniphy Content, Site, or Services.

Refund of charges

Except as required by applicable law or expressly stated in the offer presented at the time of purchase, all charges for Uniphy Services are final and non-refundable. This includes charges resulting from conversion of a Free Trial to a paid subscription, automatic renewal charges, charges for monthly or yearly subscriptions, and charges for unused or partially used subscription periods.

To avoid a trial-conversion charge, cancel before the Free Trial expires; for an App Store Subscription, cancel through Apple at least twenty-four (24) hours before the Free Trial expires. You are responsible for cancelling before the expiration time shown by Uniphy or the applicable Billing Provider. Failure to use the Services, forgetting to cancel, deleting the app or your Account, or cancelling after a charge is processed does not entitle you to a refund.

Cancelling or downgrading a paid subscription affects future renewals only. It does not refund or credit any charge already paid, including the most recent charge. You will generally retain access to the paid Services through the end of the period for which you have paid, unless otherwise disclosed or required by the applicable Billing Provider.

If you subscribed through Apple’s App Store, you must manage cancellation through Apple and generally must submit any refund request to Apple. Apple’s refund rules and decisions apply in addition to any non-waivable rights you may have under applicable law. Uniphy may be unable to issue a refund directly for a charge controlled by Apple.

For Direct Subscriptions, refund requests may be submitted to support@uniphy.app. Uniphy may grant a refund, credit, or other accommodation in its sole discretion, but is not obligated to do so, and granting one in one instance does not create an entitlement to a future refund, credit, or accommodation. Nothing in this section limits any refund, cancellation, withdrawal, or other right that cannot lawfully be waived.

Links to third-party websites

The Site and the Services may contain links to third-party websites that are not owned or controlled by Uniphy. Uniphy assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, Uniphy does not censor or edit the content of any third-party websites. By using the Site or the Services, you expressly release Uniphy from any and all liability arising from your use of any third-party website. Accordingly, Uniphy encourages you to be aware when you leave the Site or the Services and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.

Disclaimer of representations and warranties

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND THE SERVICES SHALL BE AT YOUR OWN RISK AND THAT THE SITE AND THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. UNIPHY, ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UNIPHY, ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITE OR THE SERVICES, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITE OR THE SERVICES, AND/OR (III) THE SERVICES OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITE OR THE SERVICES, AND UNIPHY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. UNIPHY DOES NOT WARRANT THE ACCURACY OR SUITABILITY OF GENERATED CONTENT OR PRICE SUGGESTIONS; THAT AN ITEM WILL SELL, OR SELL AT ANY PRICE; THAT A MARKETPLACE WILL ACCEPT OR MAINTAIN A LISTING; THAT AUTOMATIC DELISTING WILL END ANY LISTING, OR END IT IN TIME TO PREVENT ANOTHER SALE; THAT INFORMATION SYNCHRONIZED FROM A MARKETPLACE WILL BE COMPLETE, CURRENT, OR ACCURATE; THAT A MARKETPLACE WILL CONTINUE TO PERMIT OR SUPPORT ANY CONNECTION; OR THAT A MARKETPLACE ACCOUNT WILL REMAIN AVAILABLE OR IN GOOD STANDING.

IN ADDITION, NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY UNIPHY, ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CUSTOMER-SERVICE REPRESENTATIVES, OR THIRD-PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL, TAX, OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THE SITE OR SERVICES.

THESE DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THEY DO NOT DISCLAIM ANY WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE DISCLAIMED, AND THEY SURVIVE TERMINATION OF THIS AGREEMENT.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, UNIPHY AND THE UNIPHY PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS OPPORTUNITY, GOODWILL, USE, OR DATA, INCLUDING LOSSES ARISING FROM OVERSOLD ITEMS, CANCELLED ORDERS, MARKETPLACE FEES OR PENALTIES, OR THE SUSPENSION, RESTRICTION, OR LOSS OF A MARKETPLACE ACCOUNT, ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY AND EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF UNIPHY AND THE UNIPHY PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED. EACH LIMITATION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND SURVIVES TERMINATION OF THIS AGREEMENT.

Indemnity

To the extent permitted by law, you will defend, indemnify, and hold harmless the Uniphy Parties from a third-party claim, loss, liability, damage, judgment, cost, or reasonable attorneys’ fee arising from: (i) your User Content; (ii) products you list, sell, ship, or fulfill using the Services; (iii) your use of a Marketplace, including any violation of its terms or policies; (iv) your material breach of this Agreement; or (v) your violation of applicable law or a third party’s rights. Uniphy will provide reasonably prompt notice and may control the defense and settlement. You will reasonably cooperate at your expense. You may not settle a claim in a manner that admits wrongdoing by or imposes an obligation on a Uniphy Party without Uniphy’s prior written consent. This section does not require a consumer to indemnify a Uniphy Party for that party’s own unlawful conduct and survives termination of this Agreement.

Compliance with local laws

Uniphy makes no representation or warranty that the content available on the Site or the Services is appropriate in every country or jurisdiction, and access to the Site or the Services from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access the Site or the Services are responsible for compliance with all local laws, rules and regulations.

Disputes, binding individual arbitration, and waiver of class actions and class arbitrations

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION, RATHER THAN IN COURT, AND INCLUDES A WAIVER OF CLASS AND REPRESENTATIVE ACTIONS. ARBITRATION DOES NOT INVOLVE A JUDGE OR JURY, DISCOVERY AND APPEAL RIGHTS ARE MORE LIMITED THAN IN COURT, AND AN ARBITRATION AWARD IS GENERALLY FINAL AND BINDING. YOU MAY OPT OUT AS DESCRIBED BELOW.

(A) Covered disputes and parties. Except for the exclusions expressly stated below, a “Dispute” means any past, present, or future dispute, claim, or controversy arising out of or relating to the Services, this Agreement or any prior version of it, your relationship or transactions with Uniphy, your Account, advertising, privacy, data security, billing, subscriptions, trials, cancellations, or refunds. “Dispute” is intended to be interpreted broadly and includes claims under contract, warranty, tort, statute, regulation, ordinance, fraud, misrepresentation, or any other legal or equitable theory. This section applies to Disputes between you and Uniphy and to claims involving any Uniphy Party, each of whom is an intended third-party beneficiary of this section.

(B) Excluded matters. This section does not require arbitration of: (i) an individual claim properly brought in small claims court; (ii) a claim seeking temporary or preliminary injunctive relief in court to prevent actual or threatened infringement, misappropriation, unauthorized access, fraud, or a data-security threat while arbitration is pending; (iii) a claim for public injunctive relief to the extent applicable law requires that claim to be decided in court; or (iv) a claim that applicable law prohibits from being arbitrated. Seeking temporary relief under clause (ii) does not waive arbitration of any other part of the Dispute.

(C) Mandatory informal dispute resolution. Before commencing arbitration, the claimant must send the other party an individualized written notice of the Dispute (“Dispute Notice”). A Dispute Notice to Uniphy must be emailed to support@uniphy.app with the subject line “Dispute Notice.” Uniphy may send a Dispute Notice to the email address associated with your Account.

Each Dispute Notice must include the claimant’s name, account email and account identifier (if any), contact information, a description of the facts and legal basis of the Dispute, the specific relief requested, and the claimant’s personal signature. If the claimant is represented, counsel must also sign the Dispute Notice and provide contact information. Either party may request an individualized telephone or video settlement conference, and the claimant must personally participate. The parties will attempt in good faith to resolve the Dispute for sixty (60) days after a complete Dispute Notice is received. No arbitration may be filed before that period expires. Any applicable limitations period and filing-fee deadline will be tolled during this informal process. A court or arbitrator may enforce this subsection and pause a noncompliant proceeding.

(D) Small claims court. Either party may bring an individual action in a small claims court of competent jurisdiction if the action remains solely in that court and is not removed, transferred, or appealed to a court of general jurisdiction. After an arbitration is filed, either party may elect to have an eligible claim resolved in small claims court as permitted by the applicable AAA rules.

(E) Binding individual arbitration. If the informal process does not resolve a Dispute, the Dispute must be resolved exclusively through binding individual arbitration if either party elects arbitration. This Agreement involves interstate commerce, and the Federal Arbitration Act, 9 U.S.C. §§ 1–16 (“FAA”), governs the interpretation and enforcement of this section. A single neutral arbitrator will resolve the Dispute. The arbitrator may award the same individual remedies that a court could award, subject to the lawful limitations in this Agreement, but may grant declaratory or injunctive relief only to the individual claimant and only as needed to resolve that claimant’s individual Dispute. The award will be reasoned, final, and enforceable in any court of competent jurisdiction.

(F) Arbitration provider and rules. The arbitration will be administered by the American Arbitration Association (“AAA”). The AAA Consumer Arbitration Rules will apply if you use the Services primarily for personal or household purposes. The AAA Commercial Arbitration Rules will apply if you use the Services primarily for business or commercial purposes. The AAA Mass Arbitration Supplementary Rules and applicable mass-arbitration fee schedule will apply to any filing that AAA determines qualifies as a mass arbitration. Current AAA rules, forms, and filing instructions are available at www.adr.org. If there is a conflict between the applicable AAA rules and this Agreement, this Agreement will govern to the extent permitted by the AAA rules and applicable law. All Disputes will be resolved by a single neutral arbitrator selected under the applicable AAA rules. Except as expressly provided below, the arbitrator, and not a court, has exclusive authority to resolve disputes arising out of or relating to the interpretation, applicability, enforceability, formation, scope, or validity of this Agreement or this arbitration provision, including whether a Dispute is arbitrable. A court, however, will decide disputes concerning the class-action waiver, the public-injunctive-relief provision, the mass-arbitration provision, whether the informal-resolution requirements were satisfied, or whether a matter falls within subsection (B). Hearings will be conducted by video, telephone, or documents unless the arbitrator determines an in-person hearing is necessary. Any in-person consumer hearing will take place at a reasonably convenient location for the consumer; any in-person business hearing will take place in Texas unless the parties or arbitrator agree otherwise.

(G) Mass arbitration. If twenty-five (25) or more similar arbitration demands are filed against or on behalf of the same party or related parties and representation is coordinated, the AAA Mass Arbitration Supplementary Rules will apply. Each claimant must submit an individualized, personally signed Dispute Notice and arbitration demand. The parties will request appointment of a Process Arbitrator and participate in any global mediation or early-resolution process required by AAA. Administrative coordination under AAA’s mass-arbitration rules does not authorize class, collective, consolidated, or representative arbitration on the merits.

(H) Class and representative action waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND UNIPHY AGREE THAT EACH MAY BRING A DISPUTE AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. AN ARBITRATOR MAY NOT COMBINE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER A CLASS, REPRESENTATIVE, COLLECTIVE, OR CONSOLIDATED PROCEEDING. This waiver does not prevent administrative coordination under subsection (G), does not waive public injunctive relief that cannot lawfully be waived, and does not prevent the parties from participating in a class-wide settlement.

(I) Fees and attorneys’ fees. AAA filing, administrative, hearing, and arbitrator fees will be allocated under the applicable AAA rules and fee schedules. Uniphy will pay any amount it is required to pay under those rules or applicable law. Each party will otherwise bear its own attorneys’ fees and costs unless the arbitrator awards fees or costs under applicable law. The arbitrator may reallocate fees to the extent authorized by the AAA rules or applicable law if a claim or defense was frivolous, filed for harassment, or pursued in bad faith.

If AAA is unavailable or declines to administer a Dispute for reasons unrelated to a Uniphy Party’s failure to comply with the applicable rules or pay required fees, the parties will attempt in good faith to select another nationally recognized arbitration provider. If they cannot agree, either party may ask a court to appoint an arbitrator under Section 5 of the FAA. The substitute provider will apply this Agreement and procedures comparable to the applicable AAA rules.

(J) 30-day opt-out right. You may opt out of arbitration by emailing support@uniphy.app within thirty (30) days after you first accept an agreement with Uniphy containing an arbitration provision. Your email must include your full name, the email address and account identifier associated with your Uniphy Account, and an unequivocal statement that you wish to opt out of arbitration. Uniphy will confirm receipt using the contact information associated with your Account. An opt-out applies only to arbitration and does not affect any other provision of this Agreement. If you validly opted out of a prior Uniphy arbitration agreement, you do not need to opt out again unless you later affirmatively agree to arbitration.

(K) Future changes to arbitration. If Uniphy makes a material change to this section, Uniphy will provide advance notice to affected users. The change will not apply to any Dispute for which a Dispute Notice was received before the change became effective. You may reject the material change by following the opt-out procedure in subsection (J) within thirty (30) days after notice. If you reject only a future change, the version of this section that you most recently accepted will continue to govern.

(L) Severability. If any portion of this section is found unenforceable as to a particular claim or remedy, that portion will be severed to the minimum extent necessary, and the remaining portions will remain in effect. Any claim or remedy that must proceed in court will be severed and stayed pending completion of arbitration of all arbitrable claims. If a final decision determines that the class-action waiver is unenforceable as to a particular claim, that claim must proceed in court and not in class arbitration. This section survives termination of this Agreement and your Account.

Governing law; venue; jury waiver

The FAA governs the “Disputes” section above. Subject to the FAA and any non-waivable rights under applicable law, the laws of the State of Texas govern this Agreement without regard to conflict-of-law principles. This choice-of-law provision is intended only to specify the law used to interpret this Agreement and does not create a substantive right for a person outside Texas to assert a claim under Texas law that would not otherwise apply. Except for an eligible small claims action or a matter that applicable law allows to be filed elsewhere, any court proceeding must be brought exclusively in a state court located in Travis County, Texas, or the United States District Court for the Western District of Texas. Each party consents to personal jurisdiction and venue in those courts. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN A COURT PROCEEDING. This section does not prevent either party from enforcing an arbitration award in any court of competent jurisdiction. An opt-out under subsection (J) of the “Disputes” section does not affect this section.

Successors and assigns

You may not assign or transfer this Agreement or an Account without Uniphy’s prior written consent. Uniphy may assign this Agreement in connection with a merger, reorganization, sale of assets, change of control, or transfer to an affiliate. Subject to those restrictions, this Agreement binds and benefits the parties and their permitted successors and assigns.

No third-party beneficiaries

Except for the Uniphy Parties, which are intended beneficiaries of the “Limitation of liability,” “Indemnity,” and “Disputes” sections, this Agreement does not confer rights or remedies on any third party.

U.S. export laws

You may not access, use, export, re-export, or transfer the Services in violation of United States export controls, economic sanctions, or other applicable trade laws. You represent that you are not located in a comprehensively sanctioned jurisdiction or a country designated by the United States government as a “terrorist supporting” country, and are not identified on a United States government restricted-party list. You are responsible for compliance with applicable local law when accessing the Services outside the United States. This section survives termination of this Agreement.

Titles and headings; independent covenants; severability

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

Entire agreement. This Agreement, together with the Privacy Policy and any additional terms expressly incorporated into this Agreement or accepted by you for a particular Service or purchase, constitutes the entire agreement between you and Uniphy concerning its subject matter and supersedes prior or contemporaneous communications and agreements concerning that subject matter.

No waiver. A party’s failure or delay in exercising a right or enforcing a provision of this Agreement does not waive that right or provision. A waiver is effective only if in writing and signed by the party granting it, and only for the specific instance for which it is given.

Survival. Provisions that by their nature should survive termination of this Agreement or closure of an Account will survive, including provisions concerning accrued payment obligations, licenses that expressly continue, ownership, Feedback, disclaimers, limitations of liability, indemnification, disputes, and general interpretation and enforcement.

Electronic communications and notices. You consent to receive agreements, disclosures, receipts, acknowledgments, and other notices electronically, including by email, through the Services, or by posting where permitted by law. You are responsible for maintaining an accurate email address and checking communications associated with your Account. Except for a Dispute Notice governed by subsection (C) of the “Disputes” section, Uniphy notices are effective when sent to your Account email, made available through the Services, or otherwise delivered as required by law. Contractual legal notices to Uniphy must be sent to support@uniphy.app and are deemed received on the first business day after transmission unless the sender receives a delivery-failure message. These electronic-notice provisions do not govern formal service of legal process.

English language controls

This Agreement is written in English. Any translation is provided for convenience. To the extent permitted by law, the English version controls if it conflicts with a translation. If applicable law requires a translated version to control, that law will apply only to the extent required.

Contact information

Questions about this Agreement and customer-support requests may be sent to support@uniphy.app. Contractual legal notices must be emailed as specified in “Electronic communications and notices.” Other correspondence may be mailed to Mole Studios LLC, 5900 Balcones Drive, Ste 100, Austin, TX 78731, United States.

Providing an email address for contractual notices does not constitute consent to service of legal process by email except where Uniphy expressly agrees or applicable law requires otherwise.