Last updated on 5th of October, 2025
This Customer Terms of Service is entered into by and between Unstuck ("Unstuck") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company. Please note that if you sign up for the Services using an email address from your employer or another entity, then (1) you will be deemed to represent such party, (2) your acceptance will bind your employer or that entity to these terms, and (3) the words "Customer", "you" or "your" in this Agreement will refer to your employer or that entity.
This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Unstuck pursuant to any Unstuck ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered.
The "Effective Date" of this Agreement is the earlier of (a) Customer's initial access to the Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
PLEASE NOTE: IF YOU SUBSCRIBE TO THE SERVICES FOR A SUBSCRIPTION TERM, THEN YOUR SUBSCRIPTION AND THIS AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE BILLING PERIODS AT OUR THEN-CURRENT PRICING FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 8 BELOW.
PLEASE NOTE: THAT SECTION 11.9 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 11.9 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE AND HOW TO OPT OUT.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, Unstuck grants to Customer a limited, non-transferable, non-assignable (except as set forth in the Agreement), non-exclusive right to access and use the Services during the Subscription Period for its lawful internal business purposes solely in the form provided by Unstuck and as permitted by the functionalities provided by Unstuck therein.
Unstuck may make Software available as part of the Services. Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, Unstuck grants to Customer and its Users a limited non-exclusive, non-transferable, non-sublicensable license to download and install the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component.
All rights and title in and to the Platform, the Services, Software, Usage Data, Aggregate and De-Identified Data, Unstuck Materials and Documentation, including all enhancements, derivatives, and improvements to the foregoing and all Intellectual Property Rights inherent therein, belong exclusively to Unstuck and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement. Nothing herein shall be construed as prohibiting Unstuck from utilizing the Usage Data for purposes of operating Unstuck's business; provided that Unstuck will not disclose any Usage Data to any third-party in a manner that could identify Customer or any individual.
The Platform may contain features designed to interoperate with Customer Chosen Third-Party Products. Such Customer Chosen Third-Party Products are not under Unstuck's control, and Unstuck makes no representations or warranties with respect to, is not responsible or liable for, and does not endorse any Customer Chosen Third-Party Products. Customer and its Authorized Users use all such Customer Chosen Third-Party Products at their own risk and will need to make their own independent judgment regarding any interaction or interoperation between them and the Services.
Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer's purchase of additional resources or services. Customer agrees that Unstuck, in its sole discretion and for any or no reason, may terminate Customer's access to the Free Services or any part thereof. Customer agrees that any termination of Customer's access to the Free Services may be without prior notice, and Customer agrees that Unstuck will not be liable to Customer or any third party for such termination.
NOTWITHSTANDING THE "REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS" SECTION AND "UNSTUCK INDEMNIFICATION" SECTION BELOW, THE FREE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND UNSTUCK SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE UNSTUCK'S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $100.00.
Except for the limited rights expressly granted to Unstuck hereunder, Customer retains all rights, title and interest in and to all Customer Data, including without limitation all related intellectual property rights inherent therein. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer shall ensure that it is entitled to transfer the relevant Customer Data to Unstuck so that Unstuck and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer's behalf.
Customer grants Unstuck a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data (a) to maintain, provide, and improve the Services under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; (c) at Customer's direction or request, including processing initiated by Users through their use of the Platform; and (d) as otherwise required by applicable law. No rights to the Customer Data are granted to Unstuck hereunder other than as expressly set forth in this Agreement.
Unstuck may use Customer Data to create aggregated, de-identified, and/or anonymized data sets in a manner that does not permit identification of Customer, its customers, or its Users (collectively, the "Aggregated De-Identified Data"). Unstuck may use Aggregated De-Identified Data for Unstuck's lawful business purposes, including to improve, develop, provide, and enhance the Platform and Services and for other development, diagnostic, and corrective purposes in connection with the Platform and Services and any other Unstuck offerings.
Unstuck shall use commercially reasonable measures to maintain the security and integrity of the Services and the Customer Data and to provide technical and organizational safeguards against accidental, unlawful or unauthorized access to or use of, destruction, transfer, disclosure or alteration of Customer Data.
Customer shall not:
Customer shall provide Unstuck with complete and accurate account, billing and payment information and keep such information up to date during the Term. Customer agrees not to provide any person or entity with access to the Services using Customer's account credentials or other security information except as permitted under this Agreement and shall prevent Users from sharing their Unstuck account access or login information with any other party, including any other Customer employee or third-party contractor. Customer is responsible for maintaining the security and confidentiality of all passwords associated with Customer's account.
The Services may include certain features that use or leverage applications, software, products, or services provided by Unstuck or third parties that utilize artificial intelligence related technology, including large language models, algorithms and models, and machine learning related technology (collectively, "AI Features"). Customer agrees that Customer is solely responsible for its use of AI Features. Customer acknowledges and agrees that Customer Data will be transmitted to and processed by such AI Features, that in response the AI Features may generate suggested text, information, analyses, results, content, recommendations, and other materials (collectively, "Output"), and that, given the probabilistic nature of artificial intelligence technology, the Output may be inaccurate or inappropriate in response to the input provided.
Accordingly, all Output is provided "as is" and with "all faults", and Unstuck makes no representations, warranties, or covenants of any kind or nature with respect to any of the AI Features or any Output, including with respect to accuracy, completeness, truthfulness, timeliness, or suitability. Customer agrees that all decisions made in reliance on any Output are made at Customer's own risk and that Unstuck shall have no responsibility or liability arising therefrom.
Customer shall pay Unstuck the applicable Fees for its Service Plan(s) and any undisputed Fees, in accordance with this Section, as set forth in an Order Form or as otherwise set forth on the Pricing Page. Customer agrees and understands that if Customer does not pay Unstuck the Fees due for the Services within the agreed time period, Unstuck reserves the right to suspend Customer's access and use of the Services until such Fees are paid. All Fees are non-refundable and non-creditable, except as expressly set forth in this Agreement.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all Value Added Tax (VAT), sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any national, regional or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Unstuck's income. Where applicable, VAT will be charged in accordance with UK VAT regulations.
Unless otherwise provided in an Order Form, Customer shall pay all Fees within thirty (30) days after the date of the invoice therefor. Customer shall make all payments hereunder in British Pounds Sterling (GBP) or such other currency as agreed by the parties. If Customer is paying Fees using a credit card or any digital payment method supported by Unstuck, Customer authorizes Unstuck to charge Customer's account for the Services using that payment method.
If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Unstuck may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, (A) ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER; (B) UNSTUCK EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE; AND (C) UNSTUCK MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE OR FREEDOM FROM BUGS, AND MAKES NO WARRANTY THAT SERVICES WILL BE ERROR-FREE.
Customer may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary in this Agreement or otherwise: (a) Beta Services may not be supported and may be changed or terminated at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security requirements, measures, and auditing as the Services; (d) Beta Services constitute Unstuck's Confidential Information; and (e) BETA SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT AND UNSTUCK'S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS (US $50).
As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure.
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.
The term of this Agreement shall commence on the Effective Date and continue until all Order Forms entered into hereunder have expired or been terminated. Unless otherwise set forth in the applicable Order Form, each Subscription Term will automatically renew, unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the renewal.
Either party may terminate this Agreement (i) if the other party materially breaches any terms and conditions of this Agreement and does not cure such breach within thirty (30) days of receiving notice of such breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Upon expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer shall terminate immediately. Unstuck reserves the right to permanently delete any Customer Data following termination of the Agreement.
Unstuck will indemnify and hold Customer harmless from and against any third-party claim against Customer alleging that Customer's use of the Services as permitted hereunder infringe or misappropriate a third party's valid UK or EU patent, copyright, trademark or trade secret.
Customer will indemnify and hold Unstuck harmless from and against any third-party claim against Unstuck arising from or related to (i) Customer's breach of Section 4.1 of this Agreement or (ii) any Customer Data or Customer's use of any Output.
EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER'S BREACH OF SECTION 4, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY LOST PROFITS, DATA LOSS, BREACH OF DATA OR SYSTEM SECURITY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. IN NO EVENT WILL UNSTUCK'S AGGREGATE LIABILITY ARISING OUT OF RELATED TO THIS AGREEMENT EXCEED (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO UNSTUCK UNDER THE APPLICABLE ORDER FOR IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
Unstuck may give general notices related to the Services that are applicable to all customers by email or through the Platform. All other notices required to be sent hereunder will be in writing and will be effective upon (i) personal delivery, or (ii) the second business day after mailing, and, if to Customer, to Customer's address on record in Unstuck's account information.
This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to its conflicts of laws rules. The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising out of or relating to this Agreement.
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations. If such negotiations do not resolve the dispute within thirty (30) days, either party may refer the matter to the courts of England and Wales in accordance with Section 11.8.
Nothing in this Agreement shall prevent either party from seeking interim or injunctive relief from a court of competent jurisdiction to protect its rights pending resolution of any dispute.
This Agreement, including all exhibits and addenda hereto and all Order Forms and SOWs, sets forth the entire agreement of the parties and supersedes and replaces all prior or contemporaneous writings, negotiations and discussions, whether written or oral, with respect to its subject matter. Unstuck reserves the right to modify the terms and conditions of this Agreement, at its sole discretion, effective upon the commencement of any renewal subscription term. You are responsible for regularly reviewing this Agreement for updates.
CONTINUED USE OF THE SERVICES AFTER ANY SUCH CHANGES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES.
If you have any questions about this Agreement, please contact us at: contact@unstuck.gg