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Last updated: 20th January 2022
The following terms of use are the terms of a legal agreement (“Agreement”) between you (“you” or “your”) and Unit Finance Inc., its subsidiaries, affiliates, agents, and assigns (collectively, “Unit”, “we”, “us”, or “our”). This Agreement sets forth the terms and conditions in connection with your use of Unit’s of technology, dashboard, and related APIs (collectively, “Unit Platform”) in a pilot capacity (“Unit Pilot” or “Pilot”), including the commercial products and services offered therein, or otherwise operated or made available by Unit (collectively, the “Services”).
Please be aware that by using the Services you may be eligible to open limited-function demand deposit accounts and be issued debit cards in connection with such accounts. Use of those products is governed by separate agreements, not this Agreement. Please review those documents carefully.
The Services are owned and operated by Unit and are being provided to you expressly subject to this Agreement. By accessing and/or using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and to comply with all applicable laws and regulations. The terms and conditions of this Agreement form an essential basis of the bargain between you and Unit, and this Agreement governs your use of the Services.
THIS AGREEMENT ALSO INCLUDES, AMONG OTHER THINGS, A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO SECTION 13 BELOW FOR MORE INFORMATION.
Please carefully review this Agreement before using the Services or accessing any data therein. If you do not agree to these terms, you may not access or use the Services. To use the Services, you must be of legal age to form a binding contract with Unit and not prohibited by law from using the Services.
Unit reserves the right to amend this Agreement at any time and will notify you of any such changes by posting the revised Agreement on Unit’s website. You should check this Agreement on Unit’s website periodically for changes. All changes shall be effective upon posting, and we will also revise the “last updated” date stated above. Your continued use of the Services after any change to this Agreement constitutes your agreement to be bound by any such changes. Unit may terminate, suspend, change, or restrict access to all or any part of the Services at any time without notice or liability in its sole discretion.
3.a. Communications to Be Provided in Electronic Form.
By choosing to use the Services, you may receive disclosures, notices, documents, and any other communications about the Services, or Unit from Unit (“Communications”) from time to time. We can only give you the benefits of our Services by conducting business through the Internet and, therefore, we need you to consent to receiving Communications electronically. We may discontinue electronic provision of Communications at any time in our sole discretion. If you do not consent to doing business and receiving all Communications electronically, or later attempt to revoke your consent, your access to Pilot and all Services will be cancelled.
3.b. Communications in Writing.
By accepting this Agreement, you agree that electronic Communications shall be considered “in writing” and have the same meaning and effect as if provided in paper form, unless you have withdrawn your consent to receive Communications electronically, as stated below. You agree that we have no obligation to provide you Communications in paper format, although we reserve the right to do so at any time. You will need a valid email address and sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them.
3.c. Updating Records.
As noted above, you can update your User Information (as defined in Section 5) by accessing your Unit account and updating your User Information.
Unit maintains a Privacy Policy, available at https://www.unit.co/privacy-policy, which details what data we collect, and how we collect it and use it. Our Privacy Policy is fully incorporated into this Agreement. We reserve the right to update the Privacy Policy at any time at our discretion, and that any changes made to our Privacy Policy are effective when the updates are live on Unit’s website.
To access the Services, you must create an account on the Unit Platform (“Unit Account”), including the creation of a Login ID and password, and become a user (“User”).
You agree to provide accurate, current, and complete information—such as your name, company name, mailing address, and email address—as may be prompted during account registration, in connection with your use of the Services, or as otherwise requested by Unit (“User Information”). You further represent that you are authorized to provide us with all User Information and other information you provide to us to facilitate your use of the Services.
Should you believe or have reason to believe that any of your User Information, including your Login ID and/or password, has been compromised, or that another person is or may be accessing your Unit Account, you agree to change your password and notify us as soon as possible at support@unit.co.
Pilot allows companies to test certain core Unit Platform technology features and access a limited set of financial products and services offered by one or more of Unit’s bank partners. Through Unit Pilot, and subject to the applicable terms and conditions of this Agreement and other applicable agreements associated with such financial products and services, you may open a limited number of deposit accounts (each a “Pilot Account”) and/or debit cards (each, a “Card”), and initiate certain electronic funds transfers (“EFTs”). Users may make real money transfers and real data transfers with their own technology interface and API calls. Please be aware that in order to access certain products and services, you will need to enter into a deposit account agreement (“Pilot Account Agreement”) and/or a cardholder agreement (“Pilot Cardholder Agreement”) with Unit and a bank partner of Unit.
6.a. Pilot Use.
In order to use Pilot, you must create a User Account (as described in Section 5 above) and activate Pilot on Unit’s website. By using Pilot, you agree to comply at all times with the terms and conditions of this Agreement, the Pilot Account Agreement and Pilot Cardholder Agreement, as applicable, any other agreements you may enter into with Unit or a bank partner from time to time, and Unit’s applicable documentation, policies, and instructions, as amended from time to time (“Unit Documentation”). Unit may, in its sole discretion, modify or disable any feature of Pilot at any time in its sole discretion without notice or liability to you. Unit has no support obligations for your use of Pilot other than those expressly stated in this Agreement, the Pilot Account Agreement, the Pilot Cardholder Agreement, or other applicable agreement.
6.b. Ownership.
Except for the rights expressly granted to you in this Agreement, Unit reserves and retains all right, title, and interest in Pilot and any other intellectual property created, used, or provided by Unit for the purposes of this Agreement. To the extent you provide Unit with any feedback relating to the Services, Pilot, or the Unit Platform (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Unit will own all right, title and interest in and to such Feedback (and you hereby make all assignments necessary to effect such ownership by Unit).
6.c. Users.
Pilot may be used by your authorized persons in their individual or business capacity. In either case, the Pilot Account is a non-consumer deposit account and Pilot is available for use solely for business purposes. If any of your employees, agents, contractors and service providers access Pilot or your Pilot Account on your behalf, you remain solely responsible for their compliance with all of the terms and conditions of this Agreement, the Pilot Account Agreement, the Unit Documentation, and applicable laws and regulations. If you enable any third parties to access Pilot, you (and not Unit) remain solely responsible for your relationships with such third parties and for any related billing matters, technical support, or disputes.
6.d. Data and Personally Identifiable Information.
When you use Pilot, any data, financial information, or personally identifiable information provided by you or generated by your use of Pilot is confidential and subject to Unit’s Privacy Policy https://www.unit.co/clients-privacy-policy. Unit will have ongoing access to such information and you agree that Unit may use it to support you, assist in troubleshooting your account, perform analytics, improve the Services, or develop new products.
6.e. Liability.
Use of Pilot and the Unit Platform is solely at your own risk. By using Pilot, you understand and acknowledge that your use of the Unit Platform, including without limitation the initiation of EFTs with your own API calls, may result in loss of funds and you accept full responsibility for any actions or transfers performed in Pilot. Notwithstanding other terms in this Agreement, and except as expressly stated in the Pilot Account Agreement, Unit has no liability to you for any losses or harm resulting from your use of Pilot, and you agree to hold us harmless and to indemnify us for any claims arising from your use of Pilot.
7.a. Prohibitions.
You agree to use the Services only for lawful purposes. You are prohibited from any use of the /or Services that would constitute a violation of any applicable law, regulation, rule, or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Services, including but not limited to unauthorized entry into Unit’s systems, misuse of passwords, or misuse of any information posted on or through the Services is strictly prohibited.
You may use Pilot solely for internal evaluation of the Unit Platform, Unit Services, and to determine whether to enter into a paid commercial relationship with Unit. By using Pilot, you agree to use Pilot solely for the authorized uses and not use the Services to: (i) commit fraud or money laundering; (ii) reverse engineer, disassemble, decompile, or decipher the Services or software comprising the Services; (iii) navigate or search the Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders); (iv) use a means other than Unit’s provided interface to access the Services; (v) in a way impair, overburden, damage, or disable any portion of the Services; (vi) mirror any material or content contained on the Services; (vii) perform competitive intelligence or analysis; (viii) create a competing product or service; (ix) install or upload malicious code, spyware, trojan horses, or harmful viruses; (x) infringe, misappropriate or otherwise violate any intellectual property right or other right of Unit or any third party; or (xi) Unit’s or its bank partners’ detriment or commercial disadvantage.
7.b. Limitations.
Unit is designed to be used within the United States. Users understand and agree that their use of the Services outside the United States is contingent on local laws and regulations, which may differ from those of the United States. Different features of the Services may be restricted outside the United States. Unit makes no claims concerning whether use of the Services is appropriate outside of the United States. If you access the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
7.c. Penalties.
Unit reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or by any laws or regulations. Unit also reserves the right to take action to protect itself, other users, and other third parties from any liability, fees, fines, or penalties. We may take actions including, but not limited to (i) updating information you have provided to us so that it is accurate; (ii) limiting or completely closing your access to the or the Services; (iii) suspending or terminating your ability to use the Services on an ongoing basis; (iv) taking legal action against you; and/or (v) holding you liable for the amount of Unit’s damages caused by any violation by you of this Agreement or any applicable law or regulation.
The Services are owned and operated by Unit. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, “Unit Materials”) are owned exclusively by Unit or its licensors or suppliers and are protected by U.S. copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights and applicable laws.
Nothing about the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Unit Materials displayed on the Services except as expressly set forth herein, without our prior written consent in each instance. You may not use, copy, display, distribute, modify, or reproduce any of the Unit Materials found on the Services unless in accordance with written authorization by us. Any questions concerning any Unit Materials, or whether any mark or logo is a Unit Material, should be referred to Unit. All rights related to the Unit Materials are hereby reserved.
You agree that the Unit Materials may not be copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of Unit. You acknowledge that the Unit Materials are and shall remain the property of Unit. You may not modify, participate in the sale or transfer of, or create derivative works based on any Unit Materials, in whole or in part.
Unit may terminate this Agreement at any time, without notice, or suspend or terminate your access and use of the Services at any time, with or without cause, in Unit’s sole and absolute discretion and without notice. The following provisions of this Agreement shall survive termination of your use or access to the Services: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Dispute Resolution by Binding Arbitration, General Provisions, and any other provision that by its terms survives termination of your use or access to the Services. Unit further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Services at any time with or without notice.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, UNIT AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “UNIT PARTIES”) EXPRESSLY MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO THE CONTENT OR OPERATION OF UNIT PILOT, THE SERVICES, OR THE UNIT PLATFORM. YOU EXPRESSLY AGREE THAT YOUR USE OF UNIT PILOT, THE SERVICES, OR THE UNIT PLATFORM IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
THE UNIT PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE INFORMATION OR CONTENT UNIT PILOT, THE SERVICES, OR THE UNIT PLATFORM, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. THE UNIT PARTIES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT UNIT PILOT, THE SERVICES, OR THE UNIT PLATFORM ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES, OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA.
Please note, the ability to exclude warranties varies in different jurisdictions. To the extent that a jurisdiction places limits on the ability for a party to exclude warranties, these exclusions exist to the extent permitted by law. Because of this jurisdictional variance, some of the above exclusions may not apply to you.
THE UNIT PARTIES WILL NOT BE RESPONSIBLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING DAMAGES UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CLAIMS, ARISING OUT OF OR RELATING TO YOUR USE OF UNIT PILOT, THE SERVICES, OR THE UNIT PLATFORM OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES, EVEN IF UNIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE UNIT PARTIES WILL ALSO NOT BE LIABLE TO YOU FOR ANY USE OF INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED VIA UNIT PILOT, THE SERVICES, OR THE UNIT PLATFORM, OR FOR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING FROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR USE OF UNIT PILOT, THE SERVICES, OR THE UNIT PLATFORM. IN NO EVENT WILL UNIT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED USD $1,000 (ONE THOUSAND UNITED STATES DOLLARS). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF UNIT PILOT, THE SERVICES, AND THE UNIT PLATFORM.
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Unit from and against any and all claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to (i) your access to, use of or alleged use of Unit Pilot, the Unit Platform, and the Services; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate fully with our defense of such claim. You agree not to settle any matter without the prior written consent of Unit.
YOU MUST READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND UNIT. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO OPT OUT OF THIS PROVISION AS PROVIDED IN SECTION 13.c. BELOW.
13.a. Election to Arbitrate.
You and Unit agree that the sole and exclusive forum and remedy for resolution of any legal claim (“Claim”) arising out of this relationship or otherwise be a final and binding arbitration pursuant to this Section 13 (the “Arbitration Provision”), unless you opt out as provided in Section 13.c. below. As used in this Arbitration Provision, Claim shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in the last sentence of Section 13.h. below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
13.b. Applicability of the Federal Arbitration Act; Arbitrator’s Powers.
This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
13.c. Opt-Out of Arbitration Provision.
You may opt-out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to support@unit.co within 60 days of the date of your electronic acceptance of the terms of this Agreement. The opt-out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send an opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on your behalf.
13.d. Informal Dispute Resolution.
If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you may submit Claims by sending an email to support@unit.co at any time.
13.e. Arbitration Procedures.
The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1-(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1-(800) 352-5267 or visit their website at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. With respect to all disputes arising in relation to this Agreement, but subject to the preceding Arbitration Provision, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Los Angeles, California.
13.f. Arbitration Fees.
If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them, and we agree to do so. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
13.g. Appeals.
Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the FAA, and may be entered as a judgment in any court of competent jurisdiction.
13.h. No Class Actions.
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 13.h., and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 13.h. shall be determined exclusively by a court and not by the administrator or any arbitrator.
13.i. Survival and Severability of Arbitration Provision.
This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than Section 13.h is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 13.h are finally adjudicated pursuant to the last sentence of Section 13.h to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.
13.j. Judicial Forum for Claims.
Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and Unit agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of New York, New York. Both you and Unit consent to venue and personal jurisdiction there and agree to waive any of respective rights to a jury trial.
13.k. Waiver of Right to Litigate.
THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.
Except for Section 13 which is governed by the FAA, this Agreement and all Claims are governed by the laws of the State of New York, without regard to conflict-of-law rules.
If any provision of this Agreement is found to be invalid, unlawful, void, or unenforceable by either an arbitrator or a court of competent jurisdiction, this Agreement’s remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.
You agree that if Unit does not enforce any of its legal rights or remedies under this Agreement, or other legal rights or remedies Unit has under applicable laws, this shall not be construed as a formal waiver of those rights or remedies or any other rights in any way whatsoever.
This Agreement is the entire understanding and agreement between you and Unit. This Agreement supersedes any previous Terms of Use agreement or other agreement to which you and Unit may have been bound. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or any of our rights or obligations under this Agreement at any time without notice. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
If you have questions regarding the Agreement or the practices of Unit, please contact us by e-mail at support@unit.co.
