1. Contracting party, scope and language
1.1These Terms govern access to the Uniforce platform, agents, modules, APIs and related services when incorporated into an accepted order or account registration (Services). A website visit or enquiry does not purchase a subscription or authorize live Agent activity. The Privacy Policy and Cookie Policy separately describe information collected through the website. The provider is Trust B Investor Ltd., Israeli company number 515859346, of 65 Menachem Begin, Tel Aviv-Yafo, Israel (Company, Uniforce, we or us). Uniforce is a brand of the Company, not a separate contracting entity.
1.2The Services are intended for business and professional use. Customer means the organization or business accepting an order or registering for the Services. A person accepting on its behalf must have authority to bind it. Authorized Users are people the Customer permits to use its account. An administrator is an Authorized User given administrative permissions; software agents are not people or separate contracting parties.
1.3English is the sole authoritative language of these Terms and the Uniforce legal documents. They are original English documents, not translations subordinate to a Hebrew version. Mandatory rights under applicable law remain unaffected.
2. Acceptance and contractual priority
2.1A service agreement begins when an authorized representative accepts these Terms through an account acceptance flow or signs an order incorporating them. A request for a demonstration or a website enquiry does not purchase a subscription, authorize live agent activity or constitute acceptance on behalf of a business of a paid service agreement.
2.2The Agreement comprises the accepted order, these Terms, the AI & Agent Terms, the Acceptable Use Policy and any expressly applicable service schedules. The Data Processing Addendum (DPA) governs processing of Customer Personal Data. The Privacy Policy describes our processing of personal information; acknowledging it is not blanket consent to every processing activity.
2.3Mandatory law and applicable transfer clauses prevail. The DPA prevails on personal data processing. A signed order prevails on expressly negotiated commercial provisions, but cannot silently waive DPA protections. The Acceptable Use Policy prevails on permitted and prohibited uses over more general permissions. Subject to those restrictions, the AI & Agent Terms prevail for agent operation; an applicable SLA prevails for its service-level commitments. The Additional Services Terms govern the professional-service matters they specifically address, subject to expressly negotiated provisions of the applicable statement of work. These Terms govern other matters. A third-party agreement governs the third-party service and does not amend our obligations under the Agreement.
3. Access, users and account administration
3.1Subject to the Agreement and payment of applicable fees, the Company grants Customer a limited, non-exclusive right during the subscription term to access the purchased Services for its lawful business operations, including interactions with its customers. Reselling access, operating unrelated customer tenants or white-labelling requires express permission in an order or partner agreement.
3.2Customer must keep account and billing information accurate, designate authorized administrators, allocate permissions by role, protect credentials and revoke access when no longer needed. Customer is responsible for its users, contractors, instructions and configurations. Suspected compromise must be reported promptly through the agreed support channel or security@uniforce.work.
3.3Account access does not grant authority to commit the Company or to incur costs beyond the Customer representative’s authority. A disputed action is not conclusively deemed authorized solely because it appears in an account log. The allocation of responsibility in Sections 4, 5 and 13 applies.
3.4An administrator may invite and remove users, connect external accounts, allocate roles, approve workflows and access information available to that role. Customer must inform its users about these powers, including any access to conversations and activity records. Customer is responsible for resolving internal authority disputes; we may require reasonable evidence of authority before transferring account control or disclosing account information.
3.5Customer may permit employees and contractors to use its account for Customer’s authorized business purposes, subject to purchased limits. Credentials must not be shared to evade user limits. Customer must promptly remove departing users and rotate affected credentials. We may reasonably restrict access during an ownership or security dispute while preserving applicable data protection and return obligations.
4. Customer direction, supervision and agent activity
4.1Customer decides whether to deploy an agent or module, what information it may access, which systems it may connect to, which recipients it may contact and which actions it may perform. Customer must use the controls actually available in its purchased configuration to review settings, restrict permissions, require approvals, inspect available activity records and suspend or disconnect activity. The AI & Agent Terms govern these obligations in detail.
4.2Customer is solely responsible for its business decisions and for the instructions, content, permissions and approval policies supplied or selected by it or its Authorized Users, including the decision to permit execution without individual approval. Within those authorizations, agent actions are undertaken for Customer’s purposes and on Customer’s behalf. The Company does not become the decision maker, employer, professional adviser or party to Customer’s transactions by providing the technology.
4.3To the maximum extent permitted by applicable law, the Company has no liability for consequences to the extent arising from Customer-directed activity, Customer’s configuration or approvals, its failure to use available controls, or its reliance on outputs. This allocation does not convert an action exceeding the actual authorization because of a Company defect into an authorized action, and does not exclude obligations or liability that cannot lawfully be excluded.
4.4Where Customer appoints an external account operator, Customer remains responsible to Company for that operator’s authorized configuration, permissions and use. The operator’s obligations to Customer are governed by their separate engagement. Providing model access, editable functions and activity records does not make Company the supervisor of Customer’s business decisions or warrant the accuracy of AI-generated information.
5. Modules, models and external providers
5.1A Company Module is functionality the Company supplies as part of the Services. An External Service is a model, connector, communication channel, application or other service supplied by another provider. A Customer-Connected Service is an External Service contracted for directly by Customer, including a service connected using Customer’s own API key. A Company Subprocessor processes personal data on our behalf to deliver the Services.
5.2Customer-Connected Services are governed by Customer’s agreements with their providers. Customer is responsible for its subscription, permissions, provider settings, lawful data transfers and compliance with applicable provider policies. Claims about that provider’s independent service should be directed to that provider under its agreement. No provider becomes liable under these Terms unless it has separately undertaken that obligation.
5.3We do not guarantee an independent provider’s outputs, continuity, prices or compatibility. Provider changes, outages, restrictions or account suspensions can interrupt connected functionality. To the maximum extent permitted by law, we exclude liability for failures attributable to Customer-Connected Services rather than our own breach. Integrating a provider does not create an endorsement or warranty.
5.4Company Modules remain part of our Services. Designating a component as a module, or using a model or subprocessor selected by us, does not remove our express obligations concerning our Services or our DPA responsibilities for our subprocessors.
6. Customer content and intellectual property
6.1Customer retains its rights in data, prompts, documents and other materials it supplies (Inputs). As between Customer and Company and to the extent permitted by law, Customer owns generated responses and deliverables consisting of its generated content (Outputs); Company assigns any rights it has in such Outputs to Customer, excluding Company technology and third-party materials. Outputs may be similar to those supplied to others and may not qualify for exclusive intellectual property protection. Inputs and Outputs are together referred to as Customer Content.
6.2Customer grants us the limited rights to process Inputs and Outputs needed to deliver, secure and support the Services and follow Customer’s instructions, subject to the DPA. Customer must hold all necessary permissions for content it supplies and its intended use. Customer must not submit regulated or especially sensitive data unless the applicable service and required contractual safeguards have been expressly agreed.
6.3Company and its licensors retain their technology, software, agent templates, reusable methods, documentation and pre-existing materials. No source code or ownership in the platform is transferred. Customer may give voluntary product feedback, which we may use without compensation, excluding Customer confidential information and personal data unless separately permitted. Bespoke deliverables created specifically for Customer under an agreed SOW are allocated to Customer under the Additional Services Terms; the reservation of Company technology does not override that allocation.
6.4Customer must not copy, sell, lease, sublicense, scrape or commercially exploit the platform itself outside the express access rights granted in the Agreement. Restrictions on decompilation and interoperability apply only as far as permitted by law. Open source and third-party components are governed by their applicable licenses; nothing in these Terms removes rights granted directly under those licenses.
6.5Customer is responsible for maintaining copies of business-critical Inputs and externally generated records. An export contains only data and formats supported by the purchased service; it need not include platform source code, other customers’ information, third-party confidential information or proprietary model internals. Contractual data-return rights remain governed by the DPA and an agreed transition scope.
7. Privacy, confidentiality and training
7.1Each party must comply with the laws applicable to its own activities. The DPA applies when we process personal data on Customer’s behalf. Customer is responsible for the purposes and lawful basis of its processing, required notices and consents, including communications and recordings. We remain responsible for obligations applicable to us as provider and processor.
7.2Each party must protect the other’s non-public business, technical and commercial information with reasonable care, use it only to perform or exercise rights under the Agreement, and disclose it only to personnel and advisers who need it and are subject to confidentiality obligations. Customer content is Customer confidential information. Exclusions apply to information lawfully public, already lawfully known, independently developed or lawfully obtained without restriction. Legally required disclosure is permitted with notice where lawful and reasonable steps to limit disclosure.
7.3The Company will not use Customer Inputs or Outputs to train general-purpose AI models. Provider arrangements, operational processing and Customer-Connected Services are addressed in the AI & Agent Terms and DPA. This is not a promise of zero retention, zero logging or processing only within one country.
7.4Use of Customer’s name, logo, testimonial or case study for public promotion requires Customer’s prior written permission.
7.5The receiving party must ensure that its permitted recipients are bound by and comply with confidentiality obligations at least as protective as this Section, and remains responsible for their acts and omissions concerning the disclosed information as if they were its own, subject to the Agreement’s applicable liability provisions. On request at the end of the Agreement, confidential information must be returned or destroyed, subject to necessary legal records and protected backup copies under the agreed retention cycle. Confidentiality continues for as long as information remains confidential; trade secrets remain protected for the period prescribed by applicable law.
7.6A disclosure required by a court or authority must be limited to the legally required information where practicable. Notice and cooperation are required only where legally permitted and must not delay a mandatory disclosure deadline. Neither party may use confidentiality provisions to prevent lawful reporting to a regulator or exercise of statutory rights.
8. Fees, metering and renewals
8.1The accepted order must identify the subscription term, fees, currency, payment schedule, included allowances, billable units and any renewal mechanism. Automatic subscription renewal requires the authorization stated in the accepted order. Prepaid usage expiry and account-closure rules are set out in Section 16. Taxes are additional unless the order states otherwise. Customer must pay undisputed amounts when due.
8.2Usage may include model processing, messages, calls, storage, executions or other units specified before purchase. Customer is responsible for usage initiated within its authorizations, including scheduled and autonomous workflows. Failed attempts, retries and provider charges are billable only to the extent disclosed in the applicable order or rate schedule. Third-party fees billed directly to Customer are governed by that provider’s agreement.
8.3Customer purchases tokens or usage credits in advance for Company-billed variable usage. The offer must define the purchased units, applicable models and rates, how input, output, cached processing, tools and retries consume the balance, and any separately billed items. A Uniforce usage unit is not necessarily identical to a raw model-provider token; any conversion must be disclosed before purchase. Subscription fees, if applicable, are separate from the prepaid usage balance. No automatic postpaid facility or undisclosed negative-balance charge is authorized by purchasing prepaid usage.
8.4Changes to recurring prices apply at renewal with at least 30 days’ notice unless the order expressly provides a different lawful mechanism. Any variable external costs and mid-term adjustments must be disclosed in the order, including how Customer can stop future affected use. Refund and cancellation rights are as stated in the order and mandatory law, together with Section 11.
8.5Invoices and usage statements may aggregate events across Customer’s users and enabled Agents. Customer must provide sufficient details to investigate a disputed amount, including the billing period and relevant execution identifiers where available. We will review the dispute in good faith, correct identified errors and provide reasonably available supporting usage information. Undisputed fees remain payable during the review.
8.6A reseller or marketplace may collect fees under its own billing terms. Purchasing through an intermediary does not change the party providing the Services or make every promise by that intermediary a Company obligation. The applicable order must identify which party handles cancellation, refunds and support. No provision authorizes a payment method or recurring charge without the required authorization.
8.7Authorized administrators can set a recurring usage budget for the workspace and use any additional worker or user limits available in the purchased configuration. The settings must identify the measurement period, reset time, covered charges and enforcement behavior. A budget is a ceiling on permitted consumption, not a recurring purchase or a grant of free tokens. Resetting a budget does not replenish the prepaid balance. Balance checks and budget checks both apply before new billable work is admitted.
8.8When the prepaid balance is exhausted or an enforced budget is reached, new covered billable work is paused until an authorized administrator purchases additional units or changes the applicable limit. The rate schedule must explain reservations and reconciliation for work already admitted, including concurrent requests and final provider-reported consumption. An alert alone is not a hard cap. Any permitted in-flight overrun must be disclosed before activation and does not authorize an additional payment-method charge or postpaid debt without separate express agreement. Limits do not control charges billed directly under Customer’s independent provider accounts.
8.9Automatic balance replenishment is optional and requires express authorization specifying the reload trigger, purchase amount and applicable purchase limits. Customer can disable it for future purchases. Disabling auto-reload does not cancel a subscription, reverse completed usage or refund an existing balance. Purchasing tokens alone does not authorize recurring charges.
8.10Except where applicable law requires otherwise or the Agreement expressly grants a refund for a specified Company-side termination or failure, all subscription fees and purchases of tokens or usage credits are non-refundable. Customer’s voluntary cancellation, non-renewal, reduced use, dissatisfaction with an AI result, disabling auto-reload or voluntary account closure does not entitle Customer to a full or prorated refund, including for unused prepaid tokens, credits or subscription time. Duplicate, unauthorized or incorrectly calculated charges remain subject to investigation and correction; this policy does not authorize retaining amounts that were not properly due. SLA service credits are not cash refunds.
9. Acceptable use and security
9.1Customer and its users must comply with the Acceptable Use Policy and applicable provider policies identified for enabled services. Customer must not bypass permissions, extract credentials, infringe rights, distribute unlawful communications, introduce malware, overload the Services or attempt unauthorized access. Reverse engineering restrictions apply only to the extent permitted by applicable law.
9.2Customer must assess suitability for its use case, including any sector-specific obligations. The Services are not an emergency service or a substitute for qualified legal, medical, financial or other professional judgment. Prohibited and restricted uses are detailed in the Acceptable Use Policy.
10. Service changes, support and suspension
10.1Features, quotas and support depend on the purchased plan and documented configuration. Demonstrations, prototypes and roadmap statements are not promises of delivered functionality. No uptime percentage, resolution deadline or round-the-clock support is included unless expressly agreed in an applicable SLA.
10.2We may update the Services and suspend affected access where reasonably necessary to address a security threat, unlawful use, material breach or an essential provider restriction. Suspension for undisputed overdue fees will ordinarily follow notice and a reasonable opportunity to pay. We will limit suspension where reasonably practicable, give notice unless prohibited or unsafe, and work to restore access when the reason is resolved.
10.3For a material reduction of contracted core functionality during a prepaid term, we will provide reasonable notice and seek a reasonable alternative. If we cannot provide the contracted service or an agreed alternative, Customer may terminate the affected service and receive the unused prepaid fees for it. Emergency changes required by law or security may take effect sooner.
10.4Customer must maintain a designated operational contact for incidents and notices. We may request reasonable diagnostic details without requiring passwords or unnecessary personal data. Support does not include continuous management of Customer’s workforce, legal review of its messages, correction of independent provider accounts or bespoke development unless those tasks are included in the purchased scope.
10.5Suspension is not a deletion instruction. To the extent safe and lawful, we will preserve the affected data under the agreed retention arrangements and permit a suitable route for required data retrieval. Suspension does not waive accrued fees, but we will not charge for new usage that the Company did not provide or incur on Customer’s behalf under the agreed metering rules.
11. Termination and data exit
11.1Customer may give notice of non-renewal or cancellation using its agreed account or support channel; timing and any remaining committed fees follow the accepted order. Either party may terminate for a material breach not cured within 30 days after written notice, or immediately where performance is unlawful or a breach cannot be cured. The Company may end an uncommitted service on 30 days’ notice and refund unused prepaid fees for the terminated period.
11.2On termination, future authorizations and access end, subject to an agreed transition and the DPA. Customer must disable external schedules and revoke credentials where needed; an instruction already accepted by an external system may require separate cancellation there. Termination does not reverse completed actions or erase lawful accrued usage charges.
11.3Customer should export needed content before termination. Personal data must be returned or deleted as provided in the DPA; these duties are not replaced by a blanket forfeiture of access for unpaid fees. Any paid migration work must be separately agreed. Confidentiality, accrued fees, intellectual property, liability, dispute and data-protection provisions survive as necessary.
11.4An authorized Customer administrator may request one standard export of existing Customer Content at no additional export charge by emailing support@uniforce.work during the subscription or within 30 calendar days after effective termination of the relevant service. This is a request window, not 30 days of continued Agent operation or unrestricted account access. Company will verify the requester’s authority and scope and arrange delivery through a secure, time-limited download link or equivalent protected channel. The delivery notice states the link expiry; a timely request remains eligible for reasonable delivery and retrieval arrangements even if preparation continues beyond the request window.
11.5The standard export covers Customer-provided data, retained generated Outputs, Customer-authored worker instructions and configuration, and retained recorded Actions within the relevant workspace, to the extent held in exportable form. Structured records are supplied in a commonly readable structured format, such as JSON or CSV as appropriate; retained files are supplied in their available downloadable format. The service description identifies field and format coverage. The export excludes deleted data, secrets and credentials, other customers’ information, protected third-party materials, model internals and Company platform source code. Rights to separately commissioned source-code deliverables remain governed by the SOW.
11.6Company will preserve data needed to fulfill a timely export request until delivery and a reasonable notified retrieval opportunity, unless Customer instructs earlier deletion or law requires otherwise. If live access is unsafe or unlawful, Company will use a lawful protected delivery route where possible. Personal-data return and deletion rights under the DPA and mandatory law are not forfeited merely because the ordinary export-request window closes. Extra transformation, reconstruction of deleted records, migration into another product or bespoke assistance requires a separately agreed scope and fee.
11.7For monthly or annual subscriptions, a voluntary cancellation of renewal received before the next renewal takes effect at the end of the current paid subscription period, unless Customer expressly requests earlier closure. Access remains available through that period subject to the Agreement and available prepaid usage. Earlier voluntary closure does not create a refund for the unused period or unused balance. Cancellation of renewal is distinct from pausing Agents, disabling auto-reload and requesting data deletion. Any notice must be sent by an authorized representative through the agreed account channel or support@uniforce.work; an administrative acknowledgement delay does not invalidate a timely delivered notice. Required legal cancellation rights and the Agreement’s express Company-side termination remedies remain unaffected.
12. Warranties and indemnity
12.1Each party represents that it has authority to enter the Agreement. Except for express commitments in the Agreement and mandatory law, the Services and Outputs are provided as is and as available. We do not warrant that outputs are accurate, lawful for every intended use, unique or non-infringing, that every action can be prevented or reversed, or that business results will be achieved.
12.2To the extent permitted by law, Customer will defend and indemnify the Company against third-party claims arising from Customer content infringing rights, Customer’s unlawful instructions or communications, or its material breach of the Acceptable Use Policy. This does not apply to the extent a claim is caused by our breach, unlawful conduct or activity outside Customer’s authorization attributable to us. This obligation covers reasonable defence costs, damages finally awarded by a competent court and settlement amounts approved in writing by Customer, in each case to the extent attributable to a covered claim.
12.3The party seeking protection must promptly give written notice of the claim, provide reasonable cooperation at the defending party’s expense and allow the defending party to control the defence using reasonably qualified counsel. A failure to notify or cooperate reduces the defending party’s obligation only to the extent it materially prejudices the defence. The protected party may participate through its own counsel at its own expense. No settlement may require an admission of fault, payment by the protected party, a non-monetary obligation or a failure to release it from the covered claim without its prior written consent, which must not be unreasonably withheld. There is no Company indemnity for model Outputs unless expressly agreed in a signed order; a model provider’s indemnity does not automatically extend to Customer.
12.4For the core Company platform, Company will defend Customer against a third-party claim that Customer’s authorized use of the unmodified platform infringes a patent, copyright or trademark, and pay damages and reasonable settlement amounts finally awarded or agreed by Company, subject to the Agreement’s lawful liability limits. This commitment excludes claims arising from Customer content, generated Outputs, Customer-Connected Services, unauthorized modifications, use contrary to documentation, or a combination that causes the infringement when the platform alone would not infringe.
12.5If such a core-platform claim arises or is reasonably likely, Company may obtain the required rights, modify or replace the affected functionality without materially reducing the contracted functionality, or terminate the affected service and refund its unused prepaid fees. Customer must stop the identified infringing use after reasonable notice of an available non-infringing alternative. These remedies and the preceding indemnity are Customer’s contractual remedies for that specific infringement claim, without limiting mandatory rights.
13. Allocation and limits of liability
13.1To the maximum extent permitted by law, the Company is not liable for Customer’s business decisions, instructions, approved content, selected permissions, decision to operate autonomously, failure to use available supervision, or independent acts of Customer-Connected Services, to the extent these cause the loss. This exclusion includes resulting communications, transactions, record changes, charges and operational consequences. It does not make every action technically executed in an account authorized.
13.2Subject to the following paragraph, neither party is liable for indirect, consequential, special or punitive loss, or loss of profit, anticipated savings or business opportunities arising from the Agreement. The Company’s aggregate liability for all claims arising from the Agreement is limited to fees paid to the Company for the Services in the eight (8) calendar months preceding the event first giving rise to the claim. Related events do not create multiple caps.
13.3No exclusion or cap applies to fraud, wilful misconduct, death or personal injury where exclusion is prohibited, or any other liability or remedy that applicable law does not permit to be excluded or limited. Nothing limits a data subject’s statutory rights or an authority’s powers. Express DPA duties remain enforceable; contractual monetary claims are subject to the cap only where lawful. Customer’s obligation to pay fees and its defence and indemnification obligations under Section 12 are not limited by the cap on Company liability. Company’s defence and indemnification obligations under Section 12 are included within that cap, unless a signed order expressly provides a different cap. The mandatory exceptions stated in this Section remain unaffected.
14. Notices, updates and disputes
14.1Formal notices to the Company must be addressed to legal@uniforce.work or delivered to its registered contact address stated in Section 1. Notices to Customer may be sent to the authorized account or order contact. Each party must keep its contact details current. Privacy requests should be directed to privacy@uniforce.work; suspected security incidents to security@uniforce.work. A delivery failure known to the sender does not establish receipt. A notice takes effect when delivered to the recipient’s designated email or physical address, as shown by reasonable delivery evidence, unless it specifies a later date. A party asserting delivery bears the burden of establishing it. Notices of termination, material breach and material changes to these Terms must be in writing; routine in-product alerts alone do not constitute those notices.
14.2We will give at least 30 days’ notice of material changes to these Terms. Changes do not apply retrospectively; changes to committed pricing or materially adverse mid-term rights require the applicable order mechanism or renewed acceptance. Urgent legal or security changes may take effect sooner to the extent necessary, with notice explaining their scope. Historical accepted versions must remain identifiable.
14.3The Agreement is governed by Israeli law, and disputes are subject to the competent courts in Tel Aviv-Yafo, subject to mandatory jurisdiction rules. The parties should first try to resolve disputes in good faith without preventing urgent relief or allowing a limitation period to expire.
14.4Neither party may assign the Agreement without consent, except to an affiliate or successor in a merger or sale of the relevant business if it assumes the obligations and does not reduce data protections. Events beyond reasonable control are addressed in Section 18. Invalid provisions are severed or narrowed only as permitted by law. The Agreement is the complete agreement for its subject matter and does not exclude liability for fraud or mandatory remedies.
15. Trials, preview features and evaluation access
15.1A trial or evaluation is limited to the duration, allowances and purposes stated when offered. It does not become a paid subscription unless Customer accepts the applicable purchase and payment authorization. Evaluation data remains subject to applicable confidentiality and data protection duties. Customer should export needed data before the evaluation ends.
15.2Features identified as alpha, beta, preview or experimental may change or be withdrawn and may have incomplete functionality. They are provided for evaluation unless an order expressly permits production use. Do not use them for business-critical or regulated processing without an agreed production scope and safeguards. General uptime commitments do not cover previews unless the SLA expressly includes them.
15.3Evaluation access does not grant a right to publish confidential benchmarks, extract non-public technology or access another tenant. Permitted testing must remain within the assigned environment and the Acceptable Use Policy. The ordinary mandatory-law exceptions to disclaimers continue to apply.
16. Prepaid usage credits and account balances
16.1Purchased Usage Credits are tokens or credits bought in advance to pay for eligible Services at the disclosed metering rates. Promotional Credits are provided without charge for a trial, promotion or other stated purpose. The purchase screen or accepted order identifies the units, conversion method, eligible Services and price. A purchase is accepted when Company issues its purchase confirmation or credits the account; the confirmation identifies the quantity and issue date. A Uniforce credit is not necessarily a raw model-provider token.
16.2Purchased Usage Credits expire one calendar year after the issue date shown in the purchase confirmation, unless a different period is expressly agreed in the accepted order. Promotional Credits expire on the date stated when issued, or one calendar year after issue if no date is stated. Expiry applies to each issuance separately; a later purchase, budget reset, subscription renewal or account reactivation does not extend an earlier issuance. The applicable expiry must be disclosed before purchase or acceptance of the promotion.
16.3Credits are non-refundable under Section 8, including unused balances. They have no cash redemption value and are not legal tender, a bank deposit, an investment or a right to interest. Customer may not sell or transfer them to another person, organization or account; they may be consumed only for the account to which they were issued. Mandatory rights, correction of improper charges and any express refund remedy granted by the Agreement remain unaffected.
16.4When Customer voluntarily closes its Uniforce account, all remaining Purchased Usage Credits and Promotional Credits in that account expire automatically on the effective closure date. The balance is forfeited without refund, cannot be recovered and cannot be reinstated by reopening the account or creating another account. Before processing a voluntary closure, Company will disclose the remaining balance and this consequence and obtain the request from an authorized administrator. These rules are subject to the exceptions in Section 8; Company-initiated termination does not circumvent an express Company-side refund obligation.
16.5Canceling subscription renewal, disabling auto-reload or pausing an Agent does not by itself close the account or accelerate credit expiry. Credits remain subject to their original expiry while the account remains open; spending them requires any active service entitlement specified in the purchased plan. A later voluntary account closure triggers the forfeiture above. Closure ends new billable activity and future automatic reloads when effective; already admitted usage remains subject to the disclosed reconciliation rules.
16.6An authorized administrator may separately enable automatic replenishment by selecting a balance trigger, purchase amount and applicable limits. That authorization permits the selected payment method to be charged for each triggered purchase, including applicable taxes, until disabled prospectively. Each reload is a separate issuance subject to the same non-refundability and expiry rules. Charges occur when the purchase is made. Changing or disabling a consumption budget does not itself cancel auto-reload; Section 8 distinguishes those controls.
16.7Company will make the remaining balance, issuance and expiry information, purchases and recorded consumption available through the account billing records or on request to support@uniforce.work. Displayed consumption may lag final reconciliation; budget and reservation rules in Section 8 govern admitted work. Company may correct documented billing errors or fraudulent balance entries and will explain a correction on reasonable request.
16.8Credit expiry and forfeiture do not transfer ownership of Customer Content to Company and do not extinguish the standard export-request window in Section 11 or rights under the DPA. Export requests after closure may be submitted through support without reactivating paid Agent operation. Deleted content cannot be reconstructed merely because a credit balance previously existed.
17. Export controls and permitted territories
17.1Each party must comply with export-control and economic-sanctions laws applicable to its performance. Customer must not provide access to prohibited persons, territories or end uses, conceal a restricted destination, or route requests through an intermediary to circumvent an applicable restriction. Geographic availability may also be limited by an underlying provider’s published service rules.
17.2We may request proportionate information needed to establish eligibility and restrict affected functionality when continued supply would violate applicable law. These provisions do not require a party to comply with a foreign restriction that applicable mandatory law prohibits it from following. Legal restrictions are assessed as they apply at the time of performance rather than by a fixed country list in these Terms.
18. General contractual provisions
18.1The parties act as independent contractors. The Agreement does not establish employment, partnership, agency, fiduciary duties or a joint venture between them. Describing software as a worker, team member or assistant does not give it legal personality or make the Company the employer of Customer’s personnel. No third party receives enforcement rights except where expressly provided or required by law.
18.2Failure to enforce a provision on one occasion is not a waiver of later enforcement. A waiver must be made by an authorized representative and applies only to the stated circumstances. Headings aid navigation and do not limit the operative text. Electronic acceptance and signed electronic counterparts may evidence the Agreement where legally valid.
18.3An event beyond a party’s reasonable control excuses affected performance only to the extent and for the period it prevents performance, subject to prompt notice and reasonable mitigation. It does not excuse fees already accrued, eliminate mandatory security or data-protection duties, or automatically classify every supplier failure as force majeure. The termination provisions apply if the contracted service cannot reasonably continue.