UnityIS Cloud Software as a Service (SaaS) Agreement

This UnityIS Cloud Software as a Service ("SaaS") Agreement governs Customer's access to and use of UnityIS Cloud provided by IMRON Corporation ("IMRON"). By using UnityIS Cloud, Customer agrees to the terms of this Agreement.

Subscription Service

UnityIS Cloud is provided as a subscription service. Customer is granted a non-exclusive, non-transferable right to access and use the hosted software during the active subscription period.

No ownership rights are transferred to Customer. All software, documentation, trademarks, intellectual property, and related technology remain the exclusive property of IMRON Corporation.

Customer Responsibilities

Customer Data

Customer retains ownership of all customer data entered into UnityIS Cloud.

Customer grants IMRON the limited right to host, process, transmit, back up, and store Customer data solely for the purpose of providing the subscribed services.

IMRON shall not sell Customer data or disclose Customer data to third parties except as required to provide the services or as required by law.

Security

IMRON utilizes commercially reasonable administrative, technical, and physical safeguards designed to protect Customer data from unauthorized access, alteration, disclosure, or destruction.

No internet-connected system can be guaranteed to be completely secure. Customer acknowledges and accepts the inherent risks associated with cloud-based services.

Backups

IMRON performs routine backups of hosted customer databases. Backups are intended for disaster recovery purposes only and are not intended to replace Customer's own business continuity or record retention procedures.

Availability

IMRON will use commercially reasonable efforts to maintain continuous availability of UnityIS Cloud.

Customer acknowledges that interruptions may occur due to scheduled maintenance, emergency maintenance, internet outages, third-party service interruptions, force majeure events, or circumstances beyond IMRON's reasonable control.

Maintenance

IMRON may periodically perform scheduled maintenance, upgrades, security updates, or infrastructure improvements. Whenever reasonably practical, IMRON will provide advance notice of maintenance expected to significantly impact service availability.

Software Updates

UnityIS Cloud is continuously updated. Customer will automatically receive software enhancements, bug fixes, security patches, and feature improvements as they become available.

Technical Support

Technical support is provided in accordance with IMRON's current Software Support & Maintenance Policy.

Subscription Fees

Customer agrees to pay all applicable subscription fees according to the pricing specified in Customer's quotation, proposal, invoice, or executed agreement.

Failure to pay subscription fees may result in suspension or termination of services.

Acceptable Use

Third-Party Services

UnityIS Cloud may integrate with third-party software, hardware, APIs, or cloud providers. IMRON is not responsible for failures or interruptions caused by third-party services beyond IMRON's reasonable control.

Suspension of Service

IMRON may suspend access if necessary to protect the integrity or security of the service, investigate suspected misuse, comply with applicable law, or respond to non-payment.

Termination

Either party may terminate the subscription in accordance with the applicable subscription agreement.

Upon termination, Customer's access to UnityIS Cloud will cease. IMRON may permanently delete Customer data after a reasonable retention period unless otherwise required by law.

Confidentiality

Each party agrees to protect confidential information received from the other party using at least the same degree of care it uses to protect its own confidential information.

Warranty Disclaimer

UnityIS Cloud is provided on an "AS IS" and "AS AVAILABLE" basis.

IMRON disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted operation.

Limitation of Liability

IN NO EVENT SHALL IMRON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL.

IMRON'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO IMRON FOR THE PRECEDING TWELVE (12) MONTHS OF THE APPLICABLE SUBSCRIPTION.

Force Majeure

Neither party shall be liable for delays or failures resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, war, terrorism, internet outages, utility failures, governmental actions, or cyberattacks.

Governing Law

This Agreement shall be governed by the laws of the State of California without regard to conflict of law principles.

Entire Agreement

This Agreement, together with any executed quotation, proposal, order form, or Software Support & Maintenance Agreement, constitutes the complete agreement between the parties regarding UnityIS Cloud.