Welcome to Uniply (www.uniply.co), operated by Uniply, Inc., a Tennessee corporation ("Uniply," "Company," "we"). These Customer Terms of Service (the "Terms") form a binding contract between Uniply and the organization you represent ("Customer," "you"). By creating an account, executing an Order Form, or using the Services, you agree to these Terms on behalf of Customer.
"Services" means Uniply's AI-native system of action for the client Launch-to-Advocacy journey, including the Uni orchestrator, sub-agents, Journey Console, statements, and related documentation.
"Client Account" means one of Customer's own end-client accounts managed through the Services.
"Advance" means one of the four billable journey events defined in Section 2, occurring for a single Client Account.
"Validated Advance" means an Advance triggered by a Source Event in Customer's Systems of Record, per the Advance definitions and field mappings confirmed at onboarding under Section 4. Only Validated Advances are billable. No per-Advance sign-off or attestation is required.
"Systems of Record" means Customer's connected CRM, customer success, billing, support, or product analytics systems (e.g., Salesforce, HubSpot, Gainsight, Totango, Vitally, Stripe, Amplitude).
"Source Event" means the specific field change, milestone, or event in a System of Record that triggers an Advance, as recorded with system, field, and timestamp in the Journey Console ledger.
"Sponsor" means the individual(s) Customer designates to confirm Advance definitions and Source Event mappings at onboarding, and who may review Advances with Uniply at Customer's option.
"Prepaid Balance" means, for the Launch and Growth Plans, the dollar balance funded by Customer's monthly prepayment, drawn down solely by Validated Advances.
"Order Form" means a mutually executed ordering document referencing these Terms. In case of conflict, the Order Form controls.
Uniply bills only when a Client Account advances on its Launch-to-Advocacy journey. There are exactly four billable Advance types. Rates are per Advance, per Client Account, in USD:
| Advance | Definition (summary) | Launch (list) | Growth (−40%) |
|---|---|---|---|
| Provision | Client Account's production workflow live and grounded in Customer's Systems of Record (tracked at no charge) | $0 | $0 |
| First Value | First measurable outcome documented for the Client Account (Time-to-First-Value met) | $15 | $9 |
| Advocacy | Client Account live as a reference: public case study, unsolicited peer referral, public reference call, or speaking engagement (Time-to-Advocacy met) | $50 | $30 |
| Renewal | Renewal opportunity closed-won for the Client Account in Customer's system of record | $100 | $60 |
| Per-client maximum · first journey (Provision through first Renewal; thereafter only Renewal Advances recur) | $165 | $99 | |
2.1 Per-Client Journey Cap. Provision, First Value, and Advocacy Advances are each billable at most once per Client Account over the life of these Terms. Renewal Advances are billable once per Client Account per renewal cycle, and in no event more than once in any twelve (12) month period for the same Client Account. The maximum total fees attributable to a single Client Account during its first journey — Provision through its first Renewal — are the first-journey maximums above; thereafter, only Renewal Advances may recur.
2.2 No Advance, No Charge. No fees accrue for Client Accounts that do not generate Validated Advances. Users, Client Accounts, and journeys are unlimited on all plans; there are no per-seat, per-user, per-client, or per-journey fees, and no data or integration fees.
2.3 Rate Changes. Rates are fixed for each subscription term. Uniply may adjust rates for a renewal term with at least thirty (30) days' written notice prior to renewal.
4.1 Validation. An Advance is billable only when a Source Event is recorded in Customer's Systems of Record. Each ledger entry identifies the source system, the specific field, milestone, or event, and the timestamp.
4.2 Definition Confirmation. Advance definitions — including what constitutes First Value (TTFV) and Advocacy (TTA) for Customer — and the corresponding Source Event mappings are set jointly by Customer and Uniply at onboarding. Customer may request adjustments to those definitions and mappings at any time; adjusted definitions apply prospectively from the date of change. No per-Advance attestation, approval, or other ongoing sign-off is required from Customer. Upon Customer's request, Uniply will review any Advance or the underlying mappings with Customer at no charge.
4.3 Customer Override. Customer may dispute any Advance from the Journey Console within sixty (60) days of the statement date. A disputed Advance is suspended from billing (or credited, if already paid) pending resolution.
4.4 Quarterly Reconciliation. Each calendar quarter, the parties' ledgers are reconciled. Advances determined to have billed in error are credited to Customer's next invoice (or Prepaid Balance) without dispute-resolution formalities. Reconciliation credits are Uniply's obligation, not a courtesy.
4.5 Good Faith. Neither party will manipulate Systems of Record, field mappings, or Sponsor designations to trigger, suppress, or reverse Advances contrary to their definitions.
Pre-first-value usage under Section 3.1 is production usage, not a trial and not a free tier, and is governed by these Terms in full. Any beta or preview features are provided as-is, may be modified or discontinued, and are excluded from Section 9 commitments.
The Services include AI agents that draft, recommend, and execute journey motions with human-in-the-loop controls. Customer is responsible for its configuration of approvals and escalation routing. AI outputs are grounded in Customer's Systems of Record but may contain errors; the Services provide audit logs of agent actions for Customer review. Advances are never triggered by AI inference alone — only by Source Events per Section 4.
Each party warrants it has the authority to enter these Terms. Uniply warrants the Services will perform materially as described in the documentation. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND UNIPLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UNIPLY DOES NOT WARRANT ANY PARTICULAR BUSINESS OUTCOME, INCLUDING TTFV, TTA, RENEWAL, EXPANSION, OR NRR RESULTS.
EXCEPT FOR BREACH OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY WILL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, AND NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
Each party will protect the other's non-public information with at least reasonable care and use it only to perform under these Terms. Statements, ledgers, and rates are Customer's confidential information (and Uniply's, as to rate structure). Neither party will use the other's name or logo publicly without prior written consent, except that Customer's participation in an Advocacy Advance (Section 2) constitutes consent for that specific reference activity.
These Terms, together with the applicable Order Form, are the entire agreement and supersede prior terms, including the September 1, 2022 Terms of Service and the legacy UPV credit model. These Terms are governed by the laws of the State of Tennessee, without regard to conflicts of law; venue lies in the state and federal courts of Davidson County, Tennessee. Neither party may assign these Terms except to a successor in a merger or sale of substantially all assets. Notices must be in writing. If any provision is unenforceable, the remainder stands. Uniply may update these Terms for new subscription terms with thirty (30) days' notice; updates do not apply retroactively within a paid term.