Unit21 Device Intelligence Terms of Service
These Device Intelligence Terms of Service (“Terms”) specifically govern the use and provision of the "Device Intelligence" feature offered by Unit21, Inc. (“Vendor” or “Unit21”). These Terms are incorporated by reference into, and supplement, the Master Services Agreement (“MSA”), Statement of Work (“SOW”), and any other agreements between Vendor and Customer (as defined in the applicable SOW or MSA).
In the event of any conflict or inconsistency between these Terms and any other agreement, including but not limited to the MSA or SOW, these Terms shall prevail solely with respect to the use, operation, and provision of the Device Intelligence feature. Capitalized terms not defined herein have the meanings set forth in the Agreement.
By accessing or using Device Intelligence, Customers agree to be bound by these Terms, as they may be updated from time to time. The Vendor reserves the right to modify these Terms at its discretion, with such changes being effective upon notice to Customers or upon publication on the Vendor’s website.
1. Acceptance of Terms & User Accounts. By accessing or using Device Intelligence, you confirm that you have read, understood, and agree to be bound by these Terms. If you are using Device Intelligence on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "Customer" will refer to your organization. Access to Device Intelligence is typically provided through your existing Unit21 account as defined in your MSA. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Unit21 immediately of any unauthorized use of your account or any other breach of security.
2. Use Restrictions & Prohibited Activities. Customer may not resell, distribute, share, or permit any third party to directly access the Device Intelligence service, Fingerprint API, or any intermediary data, including but not limited to VisitorIDs or smart signals, except as explicitly permitted by your MSA or SOW. Crucially, and notwithstanding any other provision in your MSA or SOW, during the "Integration Period" (as defined in the underlying Fingerprint agreement with Unit21), Customer may only transmit such intermediary data (e.g., VisitorIDs or smart signals) to its End Customers in an encrypted form.
Furthermore, Customer specifically agrees not to:
- Use the Device Intelligence features in a manner inconsistent with applicable law, these Terms, or the MSA.
- Attempt to reverse engineer, decompile, or disassemble any part of the Device Intelligence feature or the Fingerprint technology.
- Use Device Intelligence to develop a competing product or service.
- Circumvent or attempt to circumvent any security measures related to Device Intelligence.
- Misrepresent the source or ownership of Device Intelligence data.
- Resell, distribute, or otherwise allow any End Customer, End Customer Users, or any third party to directly view, use, or access the Fingerprint API or any intermediary data generated through the Fingerprint API (such as the VisitorID or any smart signals), except as expressly integrated into the Customer Product on a non-standalone basis as contemplated by the Agreement.
- Use the Fingerprint APIs or OEM Components to access, collect, capture, use, store, sell, or transfer data processed through the Fingerprint APIs or OEM Components for any reason other than to facilitate access to the Service on an integrated, not standalone, basis.
Customer is responsible for actions taken through its credentials, and Customer and each Authorized User must keep credentials confidential and not share them with anyone else. Customer is responsible for (i) its users’ compliance with these Terms, (ii) disabling access to Device Intelligence by any Authorized User who is no longer an employee of Customer, and (iii) disabling access to the Customer Product (and any Device Intelligence functionality contained therein) for any End Customer who is no longer a customer of Customer.
3. Intellectual Property Rights. All intellectual property rights in and to the Device Intelligence features, including but not limited to its software, documentation, and any data generated by Unit21 beyond the raw Fingerprint outputs, are owned by Unit21 or its licensors. All intellectual property rights in the underlying Fingerprint technology, including its API and any core data elements like VisitorIDs, are owned by Fingerprint. You are granted a limited, non-exclusive, non-transferable right to use Device Intelligence solely for your internal business purposes in accordance with these Terms. No other rights are granted, and no ownership of any intellectual property is transferred to you. You may not use Unit21's or Fingerprint's trademarks, logos, or service marks without prior written permission.
4. Support and Maintenance. Unit21 will provide customer support and maintenance for the Device Intelligence feature as outlined in your MSA or SOW. However, please note that Unit21's ability to resolve certain technical issues or implement specific feature requests may be dependent on, and limited by, the capabilities and support provided by Fingerprint. Unit21 will act as your primary point of contact for all Device Intelligence-related inquiries.
5. No Warranty. THE DEVICE INTELLIGENCE FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” UNIT21 AND ITS SUPPLIERS (INCLUDING FINGERPRINT) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; ANY GUARANTEE THAT THE FEATURES WILL BE ERROR-FREE, UNINTERRUPTED, OR SUITABLE FOR ANY PARTICULAR PURPOSE.
6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UNIT21 OR ITS SUPPLIERS (INCLUDING FINGERPRINT) BE LIABLE FOR: INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR TORT DAMAGES; LOST PROFITS OR REVENUES, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES; DAMAGES ARISING OUT OF OR IN CONNECTION WITH PERFORMANCE OR NON-PERFORMANCE OF DEVICE INTELLIGENCE FEATURES, WHETHER UNDER CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
Total liability for any claims related to the Device Intelligence features shall not exceed the amounts paid by Customer for the Device Intelligence feature in the twelve (12) months preceding the claim. You acknowledge that the limitations of liability set forth herein are fundamental elements of the agreement between Unit21 and you, and Unit21 would not be able to provide the Device Intelligence feature to you without such limitations.
7. Third-Party Beneficiary. Customer acknowledges and agrees that Fingerprint is a third-party beneficiary of these Terms and may enforce its rights directly against Customer, particularly with regard to use restrictions, liability limitations, and warranty disclaimers concerning the Fingerprint technology.
8. Disclosure and End User Notice. Customer shall ensure that all applicable end users are provided with terms and conditions that, at a minimum:
(i) Are prominent, clear, accurate, and easily understood by a reasonable consumer.
(ii) Provide clear and conspicuous disclosures to all End Customers and End Customer Users, as applicable, sufficient to comply with all applicable laws, including, but not limited to, data protection and privacy laws in jurisdictions where your end users are located (e.g., California, other US states, and the European Union under GDPR). These disclosures must detail the use of Device Intelligence features and how Device Intelligence data (e.g., device identifiers, usage patterns) is used in connection with Customer’s product or services, emphasizing that no biometric data or personally identifiable information is collected or processed by Device Intelligence.
(iii) Provide Customer and its suppliers (including Fingerprint) with liability restrictions and limitations and warranty disclaimers consistent with Sections 5 and 6 above. This includes, without limitation:
- Exclusion of all implied warranties, including for merchantability and fitness for a particular purpose.
- Exclusion of consequential, special, indirect, incidental, punitive, exemplary, and tort damages.
- Inclusion of a quantifiable limitation of liability for direct and indirect damages that is less than the liability limits set forth in your MSA with Unit21.
(iv) Are consistent with the usage limitations for the Service under these Terms, including, without limitation, prohibiting the End Customer from reselling, distributing, sharing, or allowing any third party to directly view, use, or access the Fingerprint API or any intermediary data generated through the Fingerprint API, such as the VisitorID or any smart signals.
(v) Release Customer and its suppliers (including Fingerprint) of all liability and obligation related to any delays, inaccuracies, or incomplete services caused by the failure of Customer or its suppliers.
9. Responsibility for End Customers & Indemnification. Customer is solely responsible for its end users and for all services, support, and contractual commitments related to its product. Unit21 and Fingerprint shall have no obligation to, or liability for, any end user of Customer’s services beyond what is expressly provided for in this Agreement, whether in contract or in tort or under any other legal theory (including, without limitation, strict liability and negligence) for lost profits or revenues, loss or interruption of use, lost or damaged data, reports, documentation or security, or similar economic loss, or for any indirect, special, incidental, consequential, punitive, or similar damages, arising out of or in connection with the performance or non-performance of this Agreement. Customer shall be solely responsible for, and Fingerprint and Unit21 shall have no responsibility for, payment items disputed by End Customers or their users. Customer agrees to indemnify, defend, and hold harmless Unit21, its affiliates, officers, directors, employees, agents, and Fingerprint, from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with your use of Device Intelligence, your breach of these Terms, or your failure to comply with applicable laws regarding end-user notice and consent.
10. Data Privacy. While Device Intelligence does not collect Personally Identifiable Information (PII) or biometric data, Customer acknowledges that Unit21's broader services may involve the processing of PII as described in the Unit21 Privacy Policy and the MSA. For the data collected specifically by Device Intelligence, you agree that you are solely responsible for ensuring that your collection and use of this device intelligence data, in conjunction with any other data you collect, complies with all applicable privacy laws and regulations in the jurisdictions where your end users are located, including, but not limited to, the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR) if applicable.
11. Termination. These Terms remain in effect as long as you use Device Intelligence. Unit21 may suspend or terminate your access to Device Intelligence immediately if you breach these Terms or your MSA. Unit21 also reserves the right to discontinue the Device Intelligence feature at any time, with reasonable notice where practicable. Upon termination, all rights granted to you under these Terms will immediately cease. Sections related to intellectual property, disclaimers, limitation of liability, indemnification, and governing law will survive termination.
12. Miscellaneous. These Terms, together with the MSA and SOW, constitute the entire agreement between you and Unit21 regarding Device Intelligence. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of Unit21 to enforce any right or provision of these Terms will not be considered a waiver of those rights.