Under Terms of Use:
These Terms of Use (“Terms of Use”) apply to the Under, Inc. (“Under”) website located at www.under.io, as well as any other related websites owned by Under (collectively, the “Website”). These terms apply to all users of the Website and its contents, including (i) employees and other personnel associated with third party businesses, such as banks, which are customers of Under (“Customers”); and (ii) end users (“End Users”) who are clients and potential clients of such Customers who have been directed to the Website to fill out form documents (“Customer Forms”) to submit to such Customers.
BY ACCESSING OR USING THE WEBSITE OR THE HOSTED SOFTWARE PROVIDED BY UNDER AS A SERVICE ON THIS WEBSITE (THE “HOSTED SERVICE”) AND THE CUSTOMER FORMS AVAILABLE THROUGH THE HOSTED SERVICE, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE WEBSITE OR THE HOSTED SERVICE.
Please note that in order to use Under’s Hosted Service, you will also be required to agree to additional Service Terms for that service.
Please read these Terms of Use carefully. Under reserves the right to update and make changes to these Terms of Use at any time, in its sole discretion. Such changes are effective immediately upon being posted to the Website, unless otherwise specified by Under. It is your responsibility to refer back to this page from time to time for any such updates or changes.
Customer Forms and Other Website Content:
Subject to your compliance with these Terms of Use, Under grants you a limited, personal, non-exclusive, non-transferable and revocable right to use the Website and its contents, provided that the Hosted Service and Customer Forms are subject to the additional Terms of Service referenced above.
Privacy:
To operate the Website and Hosted Service as intended, Under collects and processes personal information and data. Please refer to Under’s Privacy Policy at https://under.io/privacy, which informs all Website users of our policies and practices related to collection, storage, processing, destruction, and other use of your personal data. However, you understand and agree that no data transmissions over the internet can be guaranteed to be 100% secure and that Under cannot ensure or warrant the security of any information transmitted to us.
Your Under Account:
If you are an employee or agent of a Customer and you are uploading and accessing Customer Documents on behalf of the Customer, you will be required to set up an Under account. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computers or devices, and you agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify Under of any unauthorized use of your account of which you become aware. You agree that Under is not responsible for third party access to your account that results from theft or misappropriation of your password or account. You may not allow another person to use your account, or assign or transfer your account to any other person or entity, without Under’s prior written consent.
You agrees that Under may use any personal data that you provide in a Customer Form or otherwise to contact you (e.g., by email), to provide you with a login to access the Hosted Service so that you may view the data you have entered into a Customer Form. If you use the login and authorize Under to retain your personal data in an account for you, Under may retain your personal data in that account for as long as you keep that account. An account gives you the option to reuse your personal data for other transactions and forms hosted by Under for other customers.
Under reserves the right, in its sole discretion, to suspend or terminate your account or your access to the Hosted Service, to terminate or delete any content (including your User Content), and/or to cease providing any related services at any time, without notice and without any liability to you, for any reasonable cause, including without limitation your breach of these Terms of Use, requests by law enforcement or other government agencies, discontinuance or modification of the Hosted Service, or technical problems.
Your Warranties and Restrictions on Use of Website and Under Materials:
As a condition of your use of the Website and the Hosted Service, you warrant to Under that you will not use the Website, Hosted Service or Under Materials (as defined in the “Ownership” section below) for any purpose that is unlawful or that is prohibited by these Terms of Use. Without limiting this warranty, you specifically agree:
- You will not use the Hosted Service or Under Materials for any unauthorized business or unlawful transactions. If you are using the Hosted Service under a Customer’s license, you will not use the Hosted Service in connection with any business office location or site not authorized under the Customer’s license.
- You will not use the Website or Hosted Service in any manner which could damage, disable, overburden, or impair the Website or Hosted Service or interfere with any other party’s use and benefit of the Website or Hosted Service.
- You will not obtain or attempt to obtain any materials or information on or through the Website or Hosted Service through circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining.
- You may not use any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor this Website or any of its contents.
- You will not upload any Customer Form, content, information (including personal information of yourself or another individual) or other data (collectively, “User Content”) that contains any libelous or unlawful material or any materials or instructions that may cause harm or injury, or violates any person’s right of privacy or any copyright, trademark, or other intellectual property rights.
- You will not copy, modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any other way use or exploit any of the content of the Hosted Service, Website or other Under Materials other than for their authorized purposes. You will use Under Materials solely for your internal use.
- You will not delete or alter any proprietary rights or attribution notices in any content or Under Materials obtained through the Website or Hosted Service.
- You agree that you do not acquire any ownership rights in any Under Materials or other content posted by Under, Customers, Under’s licensors, or other third parties. Under does not grant you any licenses, express or implied, to use any Customer Forms or other Under Materials except as expressly provided in these Terms of Use or as stated in writing in connection with such forms or materials.
- You will not use the Hosted Service, Customer Forms, or other Under Materials to develop a competitive product or service, or copy any of their content, features, functions or designs. You will not allow a direct competitor of Under to access the Hosted Service through your account with Under.
Indemnification:
You will indemnify and hold harmless Under and our affiliates, officers, agents, employees, Customers, partners, and licensors from any claim, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your User Content, your use of the Website, Hosted Service or Under Materials, or your violation of these Terms of Use, unless such claim, loss or damage arises solely out of Under’s or its employees’ or agents negligence or wrongdoing. You will indemnify and hold harmless any Customer of Under for claim, loss or damage arising out of your unauthorized copying, modification or use of a Customer Form provided by such Customer.
Third Party Linked Sites and Services:
The Website or Hosted Service may provide links to third party websites (“Linked Sites”) for the purposes of providing certain services or information. Such Linked Sites may include social media, credit card processing, and seminar/webinar registration. The Linked Sites are not operated or controlled by Under, and Under is not responsible for any of the contents of any Linked Sites, including any additional links contained in a Linked Site, or for any products or services provided by such third parties. Under is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Under of the site or any association with the owners or operators of the Linked Site.
Your personal data and information may be shared with the third parties who provide services to Under and our customers, including Linked Sites (for example, credit card processors), where permitted by law, subject to your consent if required by law or by the Privacy Policy. Please see the Privacy Policy for additional details.
Ownership:
All content and materials on the Website or made available through the Website, including articles, form, videos, text, software, graphics, logos and images (“Under Materials”), are the property of Under or its Customers, suppliers or licensors. Each Customer Form is the sole property of the Customer supplying that form. All Under Materials are protected by copyright and/or other laws that protect intellectual property and proprietary rights. You agree to comply with all copyright and other proprietary notices, legends or other restrictions applicable to any Under Materials.
Your User Content remains your property, subject to the rights of use contained in these Terms of Use and the Privacy Policy. If you provide any suggestions, ideas or feedback to Under (“Feedback”), Under shall have a royalty-free, worldwide, irrevocable, perpetual license to use such Feedback and incorporate it into Under’s software, products and services.
Disclaimer of Warranties:
EXCEPT AS OTHERWISE EXPRESSLY AGREED BETWEEN UNDER AND YOU OR YOUR ORGANIZATION IN A SEPARATE CONTRACT, THE HOSTED SERVICE, WEBSITE, THEIR CONTENTS, AND ALL UNDER MATERIALS AND SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES AND WITH ALL FAULTS. UNDER AND ITS LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, WHETHER ARISING BY LAW, BY REASON OF CUSTOM OR USAGE OF TRADE, OR BY COURSE OF DEALING. UNDER DOES NOT WARRANT THAT THE HOSTED SERVICE, WEBSITE, UNDER MATERIALS OR UNDER’S OTHER SERVICES ARE ERROR-FREE. YOU AGREE THAT UNDER IS NOT RESPONSIBLE FOR THE CONTENT OF ANY CUSTOMER FORMS OR FOR THE LEGALITY OF SUCH FORMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UNDER OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITTEN AGREEMENT SIGNED BY UNDER, IN NO EVENT SHALL UNDER OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OR LIABILITIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE HOSTED SERVICE, WEBSITE, ITS SERVICES OR UNDER MATERIALS OR YOUR USE THEREOF, INCLUDING FAILURE OR INADEQUACY OF OR INABILITY TO USE THE HOSTED SERVICE, UNDER MATERIALS OR ANY SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF UNDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE HOSTED SERVICE OR ANY OTHER UNDER MATERIALS, PRODUCTS OR SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE AND THE HOSTED SERVICE.
Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so some of these disclaimers or limitations may not apply to you. If Under is held liable for any damages notwithstanding the terms above, you specifically agree that Under’s total liability shall be limited to direct damages, not to exceed $50.00.
Copyright Infringement and Takedown Notices:
We respect the intellectual property rights of others and we expect our users to do the same. If you believe any materials or content on the Website are infringing, please notify us as specified in the “Under Contact Information” section below. We will respond to such notices, consistent with the Digital Millennium Copyright Act and other applicable laws.
Trademarks:
The trademarks, service marks and logos displayed on this Website, including within the Hosted Service and in Customer Forms (collectively, “Trademarks”), are registered and/or unregistered Trademarks of Under, its Customers and other third parties. Under’s use of a third party’s Trademark or content on this Website does not indicate any endorsement by Under of such third party or its products or services. You are not granted any right or license to use the Trademarks of Under or others that appear on this Website, other than for authorized business purposes.
International Users:
The Website and Hosted Service are controlled, operated and administered by Under from our offices within the USA. If you access the Website or Hosted Service from a location outside the USA, you are solely responsible for compliance with all local laws.
General Terms:
These Terms of Use are governed by the laws of the State of Illinois, without regard to any conflicts of laws provisions. You consent to the exclusive jurisdiction and venue of courts in Chicago, Illinois in all disputes arising out of or relating to the use of the Hosted Service and Website. Use of the Hosted Service and Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including, without limitation, this section.
Under’s provision of the Website and its other products and services is subject to existing laws and legal process, and nothing contained in these Terms of Use limits Under’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or your User Content.
If any provision of these Terms of Use is held by a court or other authority to be invalid or unenforceable, such provision shall modified to the minimum extent necessary or replaced with a valid provision that best embodies the intent of these Terms of Use, or if it cannot be so modified, then severed, and the rest of these Terms of Use shall remain in full force and effect.
These Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and Under with respect to the Hosted Service and Website, and supersede and replace all other prior or contemporaneous communications and understandings, whether electronic, oral or written, between you and Under with respect to the Website. However, if Under and you or your organization have agreed to the Service Terms and/or entered into a separate written contract regarding the Hosted Service, that contract will have priority over these Terms of Use in the event of a conflict.
Under’s failure to enforce or exercise any provision of these Terms of Use is not a waiver of that provision. Any course of conduct between you and Under will not be deemed to modify any provision of these Terms of Use. Except as otherwise stated at the beginning of these Terms of Use, these Terms of Use may be modified or amended only by a separate written agreement signed by an authorized official of Under.
Under Contact Information:
You may send us notices, questions or comments regarding these Terms of Use at the following:
Under, Inc.
222 W Merchandise Mart Plaza
Suite 1212
Chicago, IL 60654
support@under.io
Effective as of December 1, 2022