This Master Services Agreement (this "Agreement") governs the terms under which Unicore Growth Partners, Inc. ("Unicore") provides professional services ("Services") and access to Unicore’s proprietary technology platform (the "Platform") to the customer identified in an ordering document executed under this Agreement (each such document, an "Order Form," and such customer, the "Customer"). The Services may include advisory, readiness, operational, assessment, assurance, and technology-enabled services, and may include compliance audits, independent reviews, or assessment services intended to result in a final written report (each, an "Audit Report") and certain legal-adjacent support services (“Legal Support Services”), but only to the extent expressly identified in an applicable Order Form. Outputs that Unicore expressly agrees in an Order Form to deliver are "Deliverables." Each Order Form expressly incorporates this Agreement by reference and is signed by Unicore and Customer (each, a "Party," and together, the "Parties"). An Order Form may be titled as an order form, statement of work, subscription order, engagement letter, audit engagement, reliance letter, litigation support engagement, expert engagement, or similar document.
1. STRUCTURE AND PRIORITY
1.1 Contractual Framework.
This Agreement establishes the master framework governing commercial, legal, and risk-allocation terms for all Services and Platform access that Unicore provides to Customer. Specific scope, pricing, fees, timing, assumptions, deliverables, and subscription details are documented in Order Forms. Each Order Form expressly incorporates this Agreement by reference and is signed by the Parties. An Order Form may be titled as an order form, statement of work, subscription order, engagement letter, audit engagement, reliance letter, litigation support engagement, expert engagement, or similar document.
1.2 Formation.
This Agreement becomes binding between the Parties when incorporated into an Order Form.
1.3 Effective Date.
The "Effective Date" is the effective date stated in the first Order Form incorporating this Agreement.
1.4 Version Control.
Each Order Form identifies the version of this Agreement governing that Order Form (the "MSA Version"). The identified MSA Version controls even if Unicore subsequently publishes a revised version. Unicore may update administrative details such as contact information and URLs without affecting substantive terms.
1.5 Scope.
This Agreement governs all Services, Deliverables, and Platform access under each incorporating Order Form and governs Services performed pursuant to authorized requests (each, an “Authorized Request,” meaning a request made by Customer personnel identified as authorized in an applicable Order Form or who reasonably appear authorized based on role, title, or prior dealings) as if included in the applicable Order Form.
Services may include, only to the extent expressly identified in an applicable Order Form:
(a) advisory, readiness, operational, or other professional services;
(b) compliance audits, independent reviews, or assessment services intended to result in a final written report (each, an "Audit Report"); and
(c) forensics, investigations, compliance or internal reviews, dispute readiness, regulatory inquiry support, litigation or arbitration consulting, expert-related services, and similar legal-adjacent services, in each case not constituting legal advice or legal representation (each, “Legal Support Services”).
Unless an applicable Order Form or a separate written reliance letter executed by Unicore (a "Reliance Letter") expressly states otherwise, no Service, Deliverable, Audit Report, or other output is intended for third-party reliance.
1.6 Priority of Documents.
If a conflict exists between this Agreement and an Order Form (including any addendum incorporated into that Order Form), the Order Form controls to the extent of the specific conflict. This Agreement governs all other matters.
Customer purchase orders, vendor onboarding terms, portal terms, click-through agreements, and similar documents are rejected and have no effect, regardless of any reference in invoices, portals, or procurement workflows.
Prior engagement letters, attachments, or legacy agreements apply only if expressly referenced in and attached to the applicable Order Form, and only for that Order Form.
1.7 Legacy Agreements.
Any agreement between the Parties predating the Effective Date (each, a "Legacy Agreement") continues to govern the services and deliverables expressly covered by that Legacy Agreement unless an Order Form expressly states that this Agreement supersedes such Legacy Agreement. If an Order Form states that this Agreement supersedes a Legacy Agreement, this Agreement governs all work under that Legacy Agreement from the Order Form's effective date, and terms of the superseded Legacy Agreement have no further effect except for payment obligations already accrued and confidentiality obligations that survive by their terms. This Agreement governs all Services, Platform access, extensions, renewals, and additional work performed after the Effective Date unless the Parties expressly agree otherwise in writing.
1.8 Website Terms and Trials.
Unicore may offer access to its websites, marketing resources, and trial or demonstration environments. Website access and use is governed by Unicore’s then-current website terms of use. Any trial or demonstration access is provided solely for evaluation, may be modified, suspended, or terminated at any time, and is provided "as is" and "as available." Unless and until the Parties execute an Order Form incorporating this Agreement, trial or demonstration access does not create any obligation to provide Services or Platform access.
Unicore’s website privacy policy is informational and does not create contractual obligations unless expressly incorporated into an Order Form or DPA.
2. UNICORE AND ENGAGEMENT OBJECTIVES
2.1 About Unicore.
Unicore is a governance, risk management, and compliance solutions and technology company that helps organizations establish and sustain defensible compliance programs. Unicore delivers advisory, operational, assessment, audit, and technology-enabled services through a proprietary methodology.
Unicore’s service delivery is supported by its proprietary systems, tools, templates, workflows, and the Platform. Unicore maintains a certified information security and artificial intelligence management program and has achieved certification under ISO/IEC 27001 (Information Security Management Systems) and ISO/IEC 42001 (Artificial Intelligence Management Systems), as assessed by an accredited certification body. Unicore also undergoes independent SOC 2 Type II examination covering applicable systems and controls and conducts periodic security testing, which may include penetration testing and vulnerability assessments performed by qualified third parties.
The scope, timing, methodology, and results of any certification, examination, or security testing are determined by Unicore based on risk and industry practices and may vary over time. Such certifications, examinations, and testing do not cover all systems, Services, data, or processing activities and do not constitute representations, warranties, or guarantees regarding the security of the Services or Platform or the absence of vulnerabilities.
Certifications, attestations, and summary security documentation made available through Unicore's Trust Center materials are provided for informational purposes only and do not modify this Agreement or create warranties or commitments unless an applicable Order Form expressly states otherwise.
2.2 Customer Context.
Customer operates a business for which regulatory compliance, risk management, or third-party review is material to its operations, partnerships, or growth.
Customer acknowledges that the Services and Platform are offered for business and professional use only and are not intended for personal, household, or consumer purposes.
2.3 Engagement Objective.
Customer engages Unicore to provide Services or Platform access in support of Customer's compliance and risk management activities, as specified in one or more Order Forms.
2.4 Allocation of Responsibility.
Unicore supports Customer's governance, risk management, and compliance activities. Customer retains sole responsibility for its business decisions, regulatory positions, compliance outcomes, and the ongoing operation and effectiveness of its compliance program independent of Unicore's engagement. Unicore's Services supplement but do not replace Customer's own compliance obligations, internal controls, or management oversight.
3. STRUCTURE OF ENGAGEMENT
3.1 Scope Specification.
Each Order Form specifies whether it covers Services, Platform access, or both. Only items expressly identified in an Order Form are in scope.
3.2 Non-Exclusivity.
The relationship is non-exclusive. Subject to confidentiality obligations, Unicore may provide similar services or technology to others, including Customer's competitors.
3.3 No Implied Continuation.
No Services, Deliverables, or Platform access are provided except as set forth in an Order Form or an Authorized Request. Past engagements or course of dealing create no obligation to continue on similar terms.
4. SERVICES AND PLATFORM
4.1 Performance of Services.
If an Order Form includes professional services, Unicore will perform the described services in accordance with this Agreement and the assumptions stated in that Order Form.
4.2 Deliverables.
Outputs that Unicore expressly agrees in an Order Form to deliver are "Deliverables." Deliverables exclude Unicore’s pre-existing or independently developed methodologies, templates, frameworks, tools, models, processes, workflows, know-how, software, and Platform functionality. Drafts, interim materials, workpapers, analyses, testing artifacts, sampling plans, internal review materials, notes, communications, and other pre-final or unpaid materials are not Deliverables unless an Order Form expressly identifies them as such. Outputs, reports, or other materials generated in a trial or demonstration environment (including pre-contract access) are not Deliverables.
Unless an Order Form or Reliance Letter expressly identifies a specific Deliverable as a final Audit Report intended for third-party reliance, all Deliverables are provided solely for Customer’s internal business purposes.
Platform functionality, automated outputs, dashboards, alerts, workflows, or analytics do not constitute audit opinions, conclusions, certifications, or attestations, and do not replace professional judgment. Only Deliverables expressly identified as a final Audit Report in an applicable Order Form constitute an Audit Report.
4.3 Platform Access.
If an Order Form includes Platform access, Unicore provides Customer access to the Platform and included features for the subscription term stated in that Order Form (the "Subscription"), subject to this Agreement.
4.4 Authorized Requests.
Customer may request additional Services outside an Order Form’s original scope via email or customary work-request channels. An Authorized Request includes requests from Customer personnel identified as authorized in an Order Form or who reasonably appear authorized based on role, title, or prior dealings. Customer bears sole responsibility for internal authorization failures.
Services performed in reasonable reliance on an Authorized Request are governed by this Agreement and billable at rates in the applicable Order Form or, if unstated, Unicore’s then-current standard rates. Customer’s acceptance or use of work product from an Authorized Request constitutes acceptance and payment obligation.
Authorized Requests do not amend this Agreement or any Order Form. The following require written agreement in advance in an Order Form amendment or change order:
(a) issuance of any Audit Report intended for third-party reliance;
(b) identification of any third party as an intended user or beneficiary of any Deliverable;
(c) use of any Deliverable as evidence, expert material, or third-party submission in connection with litigation, arbitration, regulatory enforcement, or other adversarial proceeding; or
(d) Services requiring review of materially increased data volume, materially expanded time periods, materially expanded jurisdictions, or materially expanded populations beyond assumptions stated in the applicable Order Form.
An Authorized Request does not obligate Unicore to prepare, submit, certify, or endorse any regulatory filing or third-party submission unless expressly agreed in writing.
4.5 Request Controls.
Customer may designate authorized requestors in an Order Form or by written notice. Until Unicore receives and implements such designation, Unicore may rely on requests from Customer-controlled accounts or channels customarily used between the Parties.
4.6 No Guaranteed Outcomes.
Unicore provides Services and Deliverables to support Customer's compliance activities. Customer retains sole responsibility for all business decisions, approvals, and actions based on the Services, Deliverables, or Platform; the operation of Customer's business, products, and compliance program; and compliance with applicable laws and regulations.
Unicore does not guarantee any regulatory authorization, audit result, examination outcome, partner approval, license issuance, or similar outcome.
4.7 No Legal Advice.
Unicore does not provide legal advice. Customer must obtain legal counsel for interpretation of laws and regulations and legal implications of Services, Deliverables, and Platform use.
4.8 No Unauthorized Submissions.
Customer is responsible for regulatory filings, submissions, and communications. Unicore will not submit any Deliverable or material to any regulator, bank, auditor, counterparty, or third party without Customer's express written instruction.
4.9 Platform Changes and Availability.
Unicore may update, enhance, or modify the Platform. Unicore will not materially reduce core Platform functionality described in an Order Form during an active Subscription. Unicore may perform maintenance causing temporary unavailability. Customer acknowledges that intermittent downtime is inherent in hosted systems and does not constitute breach unless an Order Form expressly provides otherwise.
4.10 Suspension.
Unicore may suspend Services, withhold Deliverables, or suspend Platform access if (a) Customer fails to pay undisputed amounts within seven (7) days after Unicore provides written notice of nonpayment, (b) Customer materially breaches Section 12 (Acceptable Use), or (c) Unicore reasonably determines that Customer’s access or use presents a security, legal, regulatory, or harm risk to the Platform, Unicore, or third parties.
Suspension does not excuse payment obligations, extend Subscription terms, or toll invoice due dates unless Unicore agrees in writing. Time-based fees are not prorated, credited, or refunded due to permitted suspension. Unicore may continue to suspend Services, withhold Deliverables, or suspend Platform access until all undisputed amounts are paid in full.
4.11 Interim Materials.
Drafts, interim, incomplete, or unpaid Deliverables and pre-final work product ("Interim Materials") are solely for Customer’s internal review. Customer will not disclose Interim Materials to any regulator, auditor, bank, counterparty, investor, litigation adversary, or other third party, or represent them as final, without Unicore’s prior written consent and full payment of amounts due.
Customer is solely responsible for unauthorized disclosure or use of Interim Materials and will indemnify Unicore and its affiliates, officers, directors, employees, contractors, and agents from third-party claims to the extent caused by such unauthorized disclosure or use.
Advice, analysis, or work product not expressly identified as a final Deliverable is for discussion only and relied upon at Customer’s sole risk.
4.12 Third-Party Services.
Customer may use third-party products, services, systems, integrations, or networks with the Services or Platform ("Third-Party Services"). Third-Party Services are not provided, operated, or controlled by Unicore. To the maximum extent permitted by law, Unicore makes no warranties regarding Third-Party Services and bears no liability for outages, failures, data loss, security incidents, or other issues attributable to Third-Party Services. Customer is responsible for Third-Party Services agreements, configuration, credentials, and compatibility.
4.13 Third-Party Reliance.
Except as expressly stated in an applicable Order Form or Reliance Letter for a specific final Audit Report, Services, Deliverables, and Platform access are solely for Customer’s internal business purposes. No third party may rely on them, and Customer’s disclosure creates no Unicore duty or liability to any third party.
Any permitted third-party reliance is limited strictly to the specific third party or class of third parties, the specific Audit Report, the expressly stated purpose, and the expressly stated time period set forth in the applicable Order Form or Reliance Letter and is subject to all assumptions, limitations, and disclaimers included in such Audit Report. Use for any other transaction, regulator, counterparty, purpose, or time period requires Unicore’s prior written consent.
Legal Support Services are not provided for third-party reliance, and no use or disclosure of Legal Support Services, related materials, or expert-related work product in any dispute, proceeding, or compulsory process creates any duty or liability to any third party.
No drafts, Interim Materials, workpapers, analyses, notes, communications, or other materials may be relied upon by any third party. No third party is an intended beneficiary except to the extent expressly identified in an Order Form or Reliance Letter.
4.14 Regulatory Cooperation Boundaries.
Unicore assists with regulatory inquiries, examinations, audits, or third-party diligence only as expressly included in an Order Form. Regulatory follow-ups, repeated review cycles, expanded data requests, changes in intended use, changes in intended recipients, or supervisory requests requiring material additional work constitute additional Services and may be paused pending written scope and fee agreement. Any enforcement action, adversarial proceeding, threatened claim, or dispute-related matter requiring forensics, investigation, testimony, declarations, affidavits, or expert reports constitutes Legal Support Services and requires express inclusion in an applicable Order Form.
Unicore does not act as Customer’s agent, advocate, fiduciary, or legal representative in regulatory matters and does not certify, attest to, or warrant the accuracy, completeness, or sufficiency of Customer information or submissions except to the limited extent expressly stated in a final Audit Report identified as intended for third-party reliance.
4.15 Third-Party Process.
If Unicore receives a subpoena, discovery request, civil investigative demand, regulatory inquiry, or other compulsory legal process relating to Customer, Customer's business, or the Services ("Third-Party Process"), Customer reimburses Unicore for reasonable time (at rates in the applicable Order Form or, if unstated, Unicore's then-current standard rates) and out-of-pocket expenses (including reasonable attorneys' fees) incurred in reviewing, responding to, or complying with such Third-Party Process.
Unicore will notify Customer of Third-Party Process promptly to the extent legally permitted and will cooperate with Customer's reasonable requests regarding scope, timing, and confidential treatment of response. Customer may not direct Unicore to withhold, delay, or limit response if doing so would expose Unicore to sanctions, contempt, or legal liability.
This section does not apply to Third-Party Process arising solely from Unicore's misconduct unrelated to Customer or the Services.
4.16 Audit and Assessment Engagements.
(a) Audit and Assessment Services. If an Order Form includes compliance audit, independent review, or assessment services intended to result in an Audit Report, the Order Form must specify the scope boundaries, period covered, criteria or framework, sampling approach (if any), material assumptions (including anticipated data volume), and the form of Audit Report. Any expansion of scope, period, criteria, population, data volume, jurisdictions, intended recipients, or intended use constitutes a Scope Change subject to "Authorized Requests" and "Scope Changes."
(b) Independence and Objectivity. Unicore will perform audit and assessment services in good faith using reasonable professional care consistent with generally accepted industry standards customarily applied to the type of audit or assessment Services expressly purchased, as described in the applicable Order Form, and not standards applicable to statutory financial statement audits unless expressly stated.
Unicore may implement safeguards reasonably designed to manage threats to independence or objectivity, including staffing adjustments, separation of advisory and audit roles, scope adjustments, additional disclosures, or other measures. If Unicore reasonably determines that independence, objectivity, or applicable professional requirements would be impaired, Unicore may decline, pause, or terminate the affected Services under "Termination."
(c) Workpapers and Underlying Materials. Unless an Order Form or Reliance Letter expressly states otherwise, Unicore’s workpapers, drafts, testing artifacts, sampling plans, analyses, notes, communications, and internal review materials are not Deliverables, are not part of any Audit Report, and remain Unicore Technology. Unicore may retain and produce such materials as required by law, regulation, professional standards, independence requirements, or Third-Party Process.
(d) Reliance and Distribution Controls. Any third-party reliance on an Audit Report is permitted only if expressly granted in an applicable Order Form or Reliance Letter and is limited as stated in "Third-Party Reliance." Customer will not alter, excerpt, translate, summarize, or redistribute an Audit Report in a manner that is misleading or that omits assumptions, limitations, disclaimers, scope statements, or reliance statements included in the Audit Report.
4.17 Legal Support Services.
(a) Legal Support Services. If an Order Form includes Legal Support Services, the Order Form must specify the scope boundaries, period covered, jurisdictions (if applicable), sources of data, and intended use.
(b) No Testimony or Expert Obligations Unless Expressly Included. Unicore has no obligation to provide deposition, hearing, or trial testimony, declarations, affidavits, expert reports, or other expert-related deliverables unless expressly included in the applicable Order Form. Any request for testimony or expert reports is a scope change unless expressly agreed in writing.
(c) Consulting Expert, Testifying Expert, or Fact Witness. If Legal Support Services include expert-related services, the applicable Order Form must specify whether Unicore will serve as a consulting expert, testifying expert, or fact witness. Customer acknowledges that disputes may require disclosure of materials, methods, assumptions, communications, and related information through Third-Party Process, discovery, or expert disclosure rules, and that privilege or work-product protections may not apply or may be challenged.
(d) Counsel Coordination. For Legal Support Services intended for an existing or reasonably anticipated dispute, Customer will identify responsible counsel at the outset. Unicore may require that communications and instructions flow through counsel or that counsel retain Unicore directly where necessary to support privilege or work-product protections. Unicore may decline, pause, or terminate Legal Support Services if continuing would create conflict, ethical, legal, reputational, privilege, or burden risks, or would require Unicore to take positions that Unicore reasonably determines are not supported by the available information.
5. CUSTOMER COOPERATION AND SCOPE
5.1 Cooperation.
Customer will provide timely access to personnel, information, systems, and resources reasonably required for Unicore to perform. Unicore's ability to perform depends on Customer's timely cooperation, decisions, approvals, and responsiveness.
5.2 Information Accuracy.
Customer is responsible for accuracy and completeness of information provided to Unicore. Unicore may rely on such information without independent verification and has no obligation to audit, validate, or confirm it.
5.3 Baseline Assumptions.
Unicore performs Services based on Customer's disclosed business model, products, services, transaction flows, customer types, geographic scope, regulatory posture, ownership, and other facts as of the applicable Order Form's effective date (the "Baseline Assumptions").
5.4 Customer Delays.
Customer shall respond to routine information requests within five (5) business days and to material Deliverables or approval requests within ten (10) business days, unless an Order Form specifies otherwise. If Customer delays providing information, decisions, approvals, or feedback beyond fifteen (15) business days, Unicore may pause affected Services and reallocate personnel without obligation to maintain priority or reserved resources during the pause. Timelines extend automatically by the duration of any Customer delay.
5.5 Deliverable Acceptance.
Unicore submits Deliverables for Customer review per the Order Form. If Customer does not provide consolidated written approval or feedback within the review period specified in the Order Form (or fourteen (14) days after submission if not specified), the Deliverable is deemed accepted for purposes of completion, billing, scope finality, and fee entitlement. Deemed acceptance does not authorize Unicore to submit Deliverables to regulators or third parties without Customer's written instruction.
5.6 Scope Changes.
A “Scope Change” means any change, circumstance, or condition that materially increases the effort, time, risk, complexity, or resources required for Unicore to perform the Services beyond what was reasonably contemplated based on the scope, assumptions, data volumes, jurisdictions, populations, timelines, criteria, or intended use stated in the applicable Order Form or Baseline Assumptions.
Changes to Baseline Assumptions reasonably requiring risk re-assessment, scope adjustment, or Deliverable re-development constitute a Scope Change outside original scope. Upon a Scope Change, Unicore may pause affected Services and require written scope or fee adjustment before resuming. Unicore has no obligation to perform Services impacted by a Scope Change until the Parties agree in writing.
5.7 Customer Responsibilities.
Customer retains sole responsibility for compliance with applicable laws and regulations; management functions and decisions, including internal controls; evaluating adequacy of Services, Deliverables, and Platform; and deciding whether and how to implement recommendations.
Unicore does not perform management functions, make decisions on Customer's behalf, or assume Customer's compliance obligations. Customer must maintain its own compliance program, controls, and oversight independent of Unicore's engagement.
6. FEES AND PAYMENT
6.1 Fees.
Customer pays Unicore the fees specified in each Order Form (the "Fees"). Fees may include fixed fees, subscription fees, retainers, prepaid credits, usage-based fees, or time-and-materials fees. Unless an Order Form states otherwise, Fees reflect scope, Baseline Assumptions, and anticipated effort at Order Form execution and are not contingent on outcomes, regulatory actions, approvals, licenses, audit results, or third-party actions.
6.2 Credits.
If an Order Form includes prepaid credits ("Credits"), Credits are a pricing mechanism for Services or capacity access, not stored value or funds held for Customer's benefit. Credits have no cash value, are non-transferable, are earned upon purchase or reservation, and are non-refundable except as required by law.
6.3 Invoicing and Payment.
Unicore invoices per the Order Form billing schedule (or monthly in arrears if not specified). Unless stated otherwise, invoices are due within thirty (30) days after invoice date.
Unicore's delay in issuing an invoice does not waive, reduce, or defer Customer's payment obligation. Fees for Services performed, capacity reserved, or Platform access provided are owed regardless of invoice timing and become due upon invoice.
Customer pays undisputed amounts when due without offset, deduction, or withholding except as required by law.
Customer’s obligation to pay undisputed amounts when due is independent of any dispute regarding other invoices, deliverables, scope, or performance.
6.4 Invoice Disputes.
Customer must notify Unicore in writing of good-faith invoice disputes within fifteen (15) days after receipt, specifying the disputed amount and basis. Customer may dispute only the specific disputed portion. Undisputed amounts remain due when due. Any portion not timely disputed is deemed accepted.
Customer will cooperate promptly and in good faith to resolve any invoice dispute.
6.5 Taxes.
Fees exclude sales, use, value-added, withholding, and similar taxes other than taxes on Unicore's income. Customer is responsible for such taxes and will reimburse Unicore for taxes Unicore must collect or pay on Customer's behalf.
6.6 Non-Refundability.
Unless an Order Form expressly provides otherwise, all Fees (including retainers, prepaid amounts, Credits, subscription fees, minimum commitments, and usage charges) are earned upon Unicore's performance or reservation of personnel, capacity, or Platform access. Draft or interim Deliverables constitute performance. No refund, credit, or offset is owed except where an Order Form expressly provides a refund right.
6.7 Late Payment.
Undisputed amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Customer reimburses Unicore for reasonable collection costs (including attorneys’ fees), to the extent permitted by law. Interest and collection costs may be recovered in arbitration or in a court action permitted under "Carve-Outs."
6.8 Suspension for Nonpayment.
Unicore’s suspension rights for nonpayment are set forth in "Suspension". Permitted suspension does not relieve payment obligations or extend Subscription terms unless Unicore agrees in writing.
6.9 Effect of Suspension.
Unicore bears no liability for delays, regulatory impacts, examination consequences, or third-party effects from permitted suspension.
6.10 Condition to Future Services.
Unicore may condition new Services, additional scope, extensions, renewals, or continued Platform access on execution of an Order Form incorporating this Agreement.
7. INTELLECTUAL PROPERTY
7.1 Unicore Technology.
Unicore retains all right, title, and interest in its proprietary technology, software, platforms, systems, methodologies, models, templates, frameworks, tools, processes, know-how, documentation, and intellectual property existing before the Effective Date or developed independently (collectively, "Unicore Technology").
7.2 Deliverables.
Subject to full Fee payment, Customer owns final Deliverables expressly identified in the Order Form. Unicore retains all rights in Unicore Technology embodied in, incorporated into, or used to produce Deliverables. No Unicore Technology ownership transfers.
Customer receives a limited, non-exclusive, non-transferable, non-sublicensable license to use Deliverables solely for internal compliance and risk management activities. Draft, interim, or unpaid Deliverables are not Customer-owned and require Unicore's written consent and full payment before third-party submission.
7.3 Platform License.
For Order Forms including Platform access, Unicore grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription term solely for internal business purposes per this Agreement.
7.4 License Restrictions.
Except as expressly permitted, Customer acquires no rights in the Platform, Deliverables, or Unicore Technology. Customer will not copy, modify, create derivative works, reverse engineer, decompile, disassemble, or attempt to derive source code, structure, logic, models, or methodologies, or make them available to third parties.
7.5 Customer Materials.
Customer retains all rights in pre-existing materials, data, and content provided to Unicore ("Customer Materials"). Customer grants Unicore a non-exclusive, royalty-free license to use Customer Materials solely to perform Services, provide the Platform, and comply with legal obligations.
7.6 Feedback.
If Customer provides feedback, suggestions, or recommendations ("Feedback"), Unicore may use, incorporate, and exploit Feedback without restriction, obligation, attribution, or compensation.
7.7 No Implied Rights.
No rights or licenses are granted except as expressly stated.
8. CONFIDENTIALITY AND DATA SECURITY
8.1 Confidential Information.
"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that a reasonable person would understand as confidential. Confidential Information includes business, technical, financial, operational, regulatory, security, pricing, strategic, and compliance information, and Agreement and Order Form terms.
Confidential Information excludes information the Receiving Party demonstrates is or becomes publicly available without breach; was lawfully known without restriction before disclosure; is received from a third party without confidentiality breach; or is independently developed without using Disclosing Party's Confidential Information.
8.2 Obligations.
The Receiving Party uses Confidential Information solely to perform obligations or exercise rights under this Agreement; does not disclose except as permitted; and protects it using at least the same care as its own similar information, never less than reasonable care.
Disclosure to employees, contractors, affiliates, and professional advisors is permitted if they need to know for Agreement purposes and are bound by confidentiality obligations no less protective than this Agreement. The Receiving Party is responsible for recipient compliance.
8.3 Permitted Disclosures.
Disclosure is permitted to employees, contractors, and advisors with need to know subject to appropriate confidentiality; to insurers and brokers for underwriting, claims, or coverage; as required by law, regulation, or court order (with reasonable prior notice and cooperation on confidential treatment where legally permitted); and to investors, lenders, acquirers, and transaction counterparties for diligence, financing, or governance under customary confidentiality.
8.4 Deliverables Attribution.
Customer may disclose final Deliverables, including an Audit Report, to regulators, auditors, counterparties, and diligence parties as reasonably necessary, subject to "Interim Materials" and "Third-Party Reliance" restrictions. Customer will not attribute Deliverables to Unicore or imply Unicore endorsement, certification, approval, validation, or responsibility for Customer's decisions, positions, controls, regulatory posture, or outcomes, except to the limited extent expressly stated in a final Audit Report identified as intended for third-party reliance.
8.5 Restricted Data.
Unless an Order Form states otherwise, Customer will not provide, and the Platform is not designed to process, (a) protected health information under the Health Insurance Portability and Accountability Act of 1996, (b) payment card data subject to the Payment Card Industry Data Security Standard, (c) nonpublic personal information as defined under the Gramm-Leach-Bliley Act, or (d) other sensitive data requiring heightened safeguards (collectively, "Restricted Data").
As used in this Agreement, "Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual (including individuals acting in a business or professional capacity) or, where and to the limited extent required by applicable law, a household, as defined under applicable privacy and data protection laws. For purposes of this Agreement, "Personal Information" and "personal data" have the same meaning.
As used in this Agreement, "Client Data" means any data, information, content, records, or materials submitted to or otherwise made available to Unicore through the Services or Platform by or on behalf of Customer, including Personal Information to the extent included therein, that Unicore processes on Customer’s behalf as a Processor or Service Provider in connection with the Services or Platform.
If Unicore will process Client Data on Customer’s behalf, the Parties will execute a data processing addendum (the "DPA"). As between the Parties, the DPA (if executed) governs Unicore’s processing of Client Data as a Processor or Service Provider on Customer’s behalf.
Unicore’s public-facing Privacy Policy is provided for transparency purposes and describes how Unicore processes Personal Information when Unicore acts as a Controller or Business (for example, in connection with Unicore’s websites, marketing, sales, security monitoring, and vendor management). The Privacy Policy does not create contractual obligations or modify this Agreement or any Order Form, except to the extent an applicable Order Form or DPA expressly states otherwise.
Customer represents and warrants that it has a lawful basis to provide Client Data and Personal Information to Unicore for the purposes contemplated by this Agreement and will comply with applicable privacy and data protection laws.
8.6 Security Incidents.
To the extent required by law, Unicore notifies Customer of confirmed unauthorized access to or disclosure of Customer Confidential Information constituting a reportable security incident. Unicore cooperates in incident response as required by law. This creates no contractual notification timeline beyond legal requirements.
Unicore is not responsible for incidents caused by Customer systems, Customer Materials, Third-Party Services, Customer configuration, or Customer's failure to follow reasonable security practices.
8.7 Publicity.
Unicore may identify Customer by name and logo with brief factual description in marketing materials, proposals, and website to identify Customer as a Unicore customer, without implying endorsement. Customer may revoke by written notice; Unicore will cease within a reasonable period.
8.8 Information Security Program.
Unicore maintains an information security program protecting the confidentiality, integrity, and availability of Customer Confidential Information. Unicore maintains a certified information security and artificial intelligence management program and has achieved certification under ISO/IEC 27001 (Information Security Management Systems) and ISO/IEC 42001 (Artificial Intelligence Management Systems), as assessed by an accredited certification body. In addition, Unicore undergoes independent SOC 2 Type II examination covering applicable systems and controls and conducts periodic security testing, which may include penetration testing and vulnerability assessments performed by qualified third parties.
The scope, timing, methodology, and results of any certification, examination, or security testing are determined by Unicore based on risk and industry practices and may vary over time. Such certifications, examinations, and testing do not cover all systems, Services, data, or processing activities and do not constitute representations, warranties, or guarantees regarding the security of the Services or Platform or the absence of vulnerabilities.
Certifications, attestations, and summary security documentation are available through Unicore’s Trust Center materials and may be provided to Customer upon request, subject to appropriate confidentiality and nondisclosure restrictions. Customer may submit security questionnaires annually, and Unicore will respond within a reasonable timeframe.
Unicore maintains a business continuity and disaster recovery program appropriate to the Services and Platform. No security program eliminates all risk, and this section creates no guarantee against unauthorized access.
8.9 Personnel Security.
Unicore personnel with access to Customer Confidential Information are subject to background verification appropriate to their role and applicable law. Unicore personnel are bound by confidentiality obligations.
8.10 Subprocessors.
If Unicore engages subprocessors to process Client Data, Unicore maintains a list of subprocessors available upon request. Unicore provides reasonable advance notice of new subprocessor engagements to Customers with active DPAs, allowing Customer to raise good-faith objections.
8.11 Records Retention.
Unicore may retain records, work papers, analyses, and materials per internal policies and applicable law, and may produce them as required by law, regulation, professional standards, or audit requirements.
9. WARRANTIES AND LIABILITY
9.1 Disclaimer.
Except as expressly stated, Services, Deliverables, and Platform are provided "as is" and "as available." Unicore disclaims all other warranties, express, implied, statutory, or otherwise, including merchantability, fitness for particular purpose, and non-infringement. Unicore does not warrant any regulatory approval, audit outcome, or third-party acceptance.
9.2 Services Warranty.
Unicore performs Services in good faith with reasonable professional care consistent with generally accepted industry standards customarily applied to the specific Services purchased and expressly described in the applicable Order Form. Customer’s sole remedy for breach is, at Unicore’s option, re-performance or refund of Fees paid for nonconforming Services, subject to this "Warranties and Liability" section and applied per Order Form.
For an Audit Report, this warranty applies to performance of the agreed procedures within scope and does not guarantee any regulatory approval, examination outcome, partner approval, license issuance, audit result, or that all issues, violations, or control weaknesses will be identified.
For Legal Support Services, this warranty does not guarantee outcomes in any dispute and does not create any obligation to provide testimony, expert reports, or other expert-related deliverables unless expressly included in the applicable Order Form.
9.3 Damages Exclusion.
To the maximum extent permitted by law, neither Party is liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, revenue, goodwill, business opportunity, or data, even if advised of possibility. This applies regardless of liability theory and whether a remedy fails its essential purpose.
9.4 Liability Cap.
To the maximum extent permitted by law, each Party's total cumulative liability under this Agreement does not exceed Fees actually paid under the applicable Order Form during the twelve months preceding the claim's first accrual.
The cap excludes Customer's payment obligations, indemnification obligations, and fraud or willful misconduct. Liability is capped per Order Form and does not aggregate across Order Forms.
9.5 Customer Indemnification.
Customer indemnifies, defends, and holds harmless Unicore, its affiliates, and their officers, directors, employees, contractors, and agents from third-party claims, damages, losses, liabilities, and reasonable attorneys’ fees arising from Customer's business, products, services, or regulatory posture; Customer's use of Services, Deliverables, or Platform in violation of this Agreement or law; Customer Materials or instructions; or Customer's failure to comply with laws or regulations.
Without limiting the foregoing, Customer’s indemnification obligations apply to third-party claims arising out of or relating to: (a) any disclosure, distribution, submission, or use of an Audit Report (or any portion of an Audit Report) beyond the reliance terms (if any) expressly granted in an applicable Order Form or Reliance Letter; or (b) Customer’s alteration, excerpting, translation, summarization, or other modification of an Audit Report, or removal or omission of assumptions, limitations, disclaimers, scope statements, or reliance statements included in an Audit Report, in each case, to the extent such acts contribute to the claim.
9.6 Unicore Indemnification.
Unicore indemnifies Customer against third-party claims that Platform or Deliverables, as provided and used per this Agreement, infringe a valid U.S. patent, copyright, or trade secret.
This excludes claims from Customer Materials or instructions; modifications not by Unicore; use outside this Agreement's scope; combination with non-Unicore products, services, data, or systems; or failure to use Unicore-provided updates.
If a claim arises, Unicore may procure continued use rights, modify or replace to be non-infringing, or terminate the affected Order Form and refund prepaid Fees for unused Subscription. This states Unicore's sole obligation and Customer's exclusive remedy for infringement claims.
9.7 Indemnification Process.
The indemnified Party promptly notifies and reasonably cooperates. The indemnifying Party controls defense and settlement, provided it does not admit fault or impose obligations on the indemnified Party without written consent (not unreasonably withheld). The indemnified Party may participate at its own expense.
9.8 Risk Allocation.
This "Warranties and Liability" section reflects negotiated risk allocation and is essential to the bargain. Fees would be materially higher without these limitations.
10. TERM AND TERMINATION
10.1 Term.
This Agreement is effective on the Effective Date and continues until terminated per this "Term and Termination" section. Each Order Form has its own term. Order Form termination or expiration does not terminate this Agreement or other Order Forms.
10.2 Termination for Convenience.
Customer may terminate an Order Form for convenience on thirty (30) days' written notice, subject to any minimum commitment period or termination terms specified in that Order Form. Termination during a minimum commitment period does not relieve Customer's obligation to pay Fees through the end of such period.
Unicore may terminate an Order Form on thirty (30) days' notice if continued performance presents legal, regulatory, reputational, independence, objectivity, operational, privilege, burden, or risk concerns, or if Customer's business, regulatory posture, intended use, intended recipients, or scope materially changed from Order Form contemplation.
Convenience termination does not relieve Customer's obligation to pay Fees for Services performed, capacity reserved, and Platform access provided through termination. Such amounts are earned and payable.
10.3 Termination for Cause.
Either Party may terminate this Agreement or an affected Order Form on written notice if the other materially breaches and fails to cure within thirty (30) days after receiving detailed written notice.
Unicore may terminate immediately on notice if continued performance would violate law, regulation, professional standards, independence or objectivity requirements applicable to the engagement, or sanctions, export-control, or similar requirements, or if Customer requests that Unicore perform management functions, act as Customer’s agent or advocate in regulatory submissions, provide third-party reliance beyond that expressly granted in an Order Form or Reliance Letter, or provide testimony, declarations, affidavits, or expert reports not expressly included in the applicable Order Form.
10.4 Effect of Termination.
Upon termination or expiration of this Agreement or any Order Form for any reason:
(a) Payment Obligations. Customer shall promptly pay all Fees, charges, and reimbursable expenses incurred, earned, accrued, or payable through the effective date of termination or expiration. Any unpaid amounts become immediately due and payable. Unicore may continue any suspension of Services or Platform access until all undisputed amounts are paid in full.
(b) No Obligation to Continue Performance. Except as expressly agreed in writing, Unicore has no obligation to continue providing Services, Deliverables, or Platform access after termination or expiration.
(c) Non-Refundability. Except as required by law or expressly stated in an applicable Order Form, all prepaid amounts, retainers, Credits, subscription fees, minimum commitments, and advance payments remain earned and non-refundable.
(d) No Revival of Prior Agreements. Termination or expiration of an Order Form does not revive, reinstate, or incorporate any Legacy Agreement or prior terms unless the Parties expressly agree in writing.
(e) Survival. Sections that by their nature or express terms are intended to survive termination or expiration shall survive, including without limitation Sections relating to Fees and Payment, Intellectual Property, Confidentiality and Data Security, Warranties and Liability, Dispute Resolution, Acceptable Use, Third-Party Process, Customer Responsibilities, and General Provisions.
10.5 Data Return.
Upon written request within thirty (30) days after Order Form termination or expiration, Unicore makes Customer’s Platform-stored data available for download or export in a standard format. After thirty (30) days, Unicore may delete Customer data per retention policies. This excludes Unicore’s work papers, analyses, and records that Unicore is entitled or required to retain.
To the extent a DPA applies, return or deletion of Client Data is governed by the DPA, including any applicable retention, deletion, and backup restoration provisions.
11. DISPUTE RESOLUTION
11.1 Good Faith Resolution.
Before formal dispute resolution, Parties will attempt good-faith resolution through informal discussions between authorized representatives.
11.2 Arbitration.
Except as provided in "Carve-Outs", any dispute, claim, or controversy arising from this Agreement, the Services, the Platform, or any Order Form (a "Dispute") shall be resolved exclusively by final, binding arbitration.
"Dispute Resolution" supersedes dispute resolution procedures in purchase orders, engagement letters, statements of work, or portal terms unless an Order Form expressly specifies different procedures.
Arbitration is administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator experienced in commercial contracts and technology or professional services disputes, seated in Miami-Dade County, Florida, unless the Parties agree otherwise. The arbitrator has exclusive authority to determine the interpretation, applicability, enforceability, and formation of this arbitration agreement. Judgment on the award may be entered in any court of competent jurisdiction.
11.3 Governing Arbitration Law.
The Federal Arbitration Act governs interpretation and enforcement of this "Dispute Resolution" section.
11.4 Class Action Waiver.
To the maximum extent permitted by law, Disputes must be brought individually, not as plaintiff or class member in class, collective, or representative proceedings.
11.5 Notice and Cure.
Before commencing arbitration (except for fee-collection actions or requests for injunctive relief permitted under "Carve-Outs"), the complaining Party shall provide written notice describing the Dispute and allow thirty (30) days to cure, if curable.
11.6 Carve-Outs.
Notwithstanding "Arbitration", Unicore may bring a court action to collect Fees, interest, or collection costs without first arbitrating. Unicore may also seek temporary, preliminary, or permanent injunctive relief in court solely to prevent or remedy irreparable harm arising from Customer’s failure to pay undisputed Fees when due, including to enforce suspension, access restrictions, or protection against continued use of the Platform or Deliverables during nonpayment, without waiving arbitration of the merits of any Dispute. Either Party may seek temporary, preliminary, or permanent injunctive relief in court to prevent irreparable harm arising from breaches of "Confidentiality and Data Security", "Intellectual Property", or "Acceptable Use". Either Party may seek judicial relief to compel arbitration, enforce procedures, or confirm, vacate, or enforce arbitral awards.
Any monetary relief other than Fees, interest, and collection costs remains subject to arbitration.
11.7 Confidentiality.
Dispute existence and all arbitration aspects are confidential except as required by law, court order, or to enforce or challenge awards. Unicore may disclose to regulators, auditors, insurers, investors, lenders, and advisors as needed for compliance, diligence, or governance.
11.8 Costs.
Each Party bears its own attorneys' fees unless otherwise provided. Arbitrator fees and administrative costs are shared equally unless the award allocates differently.
11.9 Jury Waiver.
To the maximum extent permitted by law, each Party knowingly and irrevocably waives jury trial rights in any Agreement-related action.
11.10 Injunctive Relief Scope.
Injunctive relief under this Agreement is intended to prevent irreparable harm and does not permit recovery of monetary damages outside arbitration. Notwithstanding the foregoing, nothing in this Agreement limits a Party’s right, to the extent expressly permitted under "Carve-Outs", to seek or recover Fees, interest, and collection costs in a court action. The merits of any Dispute remain subject to arbitration notwithstanding interim relief.
12. ACCEPTABLE USE
12.1 Scope.
This "Acceptable Use" section governs Customer's access to and use of the Platform, Deliverables, and Unicore Technology and does not restrict Customer's independent business operations outside this Agreement.
12.2 Permitted Use.
Customer may access and use Platform, Deliverables, and Unicore Technology solely for internal business purposes through Customer-authorized employees, contractors, and agents ("Authorized Users") as permitted under this Agreement and the Order Form.
12.3 Prohibited Conduct.
Customer will not access or use, and will not permit any third party to access or use, the Platform, Deliverables, or Unicore Technology (including any outputs, workflows, configurations, prompts, models, templates, or documentation) to: (a) violate law or regulation; (b) infringe intellectual property or confidentiality rights; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive or extract source code, structure, logic, models, methodologies, or underlying ideas; (d) circumvent or interfere with security features, access controls, usage limits, audit logs, or monitoring; (e) disrupt, degrade, or attempt unauthorized access to the Platform or related systems; (f) use any robot, spider, scraper, crawler, data-mining tool, or other automated means to access, copy, extract, or harvest data or content, except as expressly permitted by Unicore in writing; (g) develop, train, fine-tune, validate, benchmark, or improve any artificial intelligence or machine learning model (including large language models) or any competing or replacement product or service, using the Platform, Deliverables, Unicore Technology, or any outputs or data derived from them; (h) publish, disclose, or make available any benchmarking, performance, comparative, or competitive analysis regarding the Platform or Services without Unicore’s prior written consent; (i) provide access to unauthorized third parties; or (j) state or imply Unicore endorsement, certification, approval, validation, attestation, or responsibility for Customer outcomes.
12.4 User Responsibility.
Customer is responsible for all access and use through Customer accounts, credentials, personnel, contractors, and agents. Violations by such persons are Customer violations.
12.5 Monitoring.
Unicore may investigate suspected violations to protect its rights, maintain Platform integrity, or comply with legal obligations. Unicore has no general monitoring obligation.
12.6 Suspension.
A material breach of "Acceptable Use" constitutes grounds for suspension under "Suspension" and does not relieve Customer of its payment obligations.
12.7 Sanctions and Export Controls.
Customer represents that neither Customer, its controlled affiliates, nor any Authorized User is located in, organized under, or ordinarily resident in a comprehensively U.S.-sanctioned country or territory, or on a U.S. government restricted-party list. Customer will not permit access from such persons or territories and will not use Services or Platform in violation of sanctions, export-control, or anti-boycott laws. Breach constitutes material breach.
13. GENERAL PROVISIONS
13.1 Independent Contractors.
The Parties are independent contractors. Nothing creates partnership, joint venture, fiduciary, agency, or employment relationship. Neither Party may bind the other.
13.2 Assignment.
Customer may not assign this Agreement or any Order Form without Unicore's prior written consent. Unicore may assign without consent in connection with merger, asset sale, reorganization, change of control, or to an affiliate. Prohibited assignments are void.
13.3 Subcontracting.
Unicore may subcontract Services or Platform obligations to affiliates or third parties, remaining responsible for its obligations.
13.4 Non-Solicitation.
During an Order Form's term and twelve (12) months thereafter, Customer will not knowingly solicit for employment or engagement any Unicore employee or contractor materially involved in Services under that Order Form, except through general solicitations not targeted at such individuals.
This does not prohibit hiring individuals responding to general advertisements or independently seeking engagement. Enforced only to the extent permitted by law.
13.5 Force Majeure.
Neither Party is liable for delay or failure to perform (except payment) due to events beyond reasonable control. The affected Party will use commercially reasonable efforts to resume.
13.6 Notices.
Notices must be written and delivered to Order Form contact information or as designated by written notice. Delivery by email, nationally recognized courier, or certified mail with return receipt is effective. Email notices are received the next business day absent bounce-back or failure notice. Courier and mail notices are received upon confirmed delivery.
Notices regarding payment disputes, termination, indemnification, or dispute resolution require email plus at least one additional method.
13.7 Waiver.
Waivers must be written and signed by the waiving Party. Waiving one breach does not waive others.
13.8 Limitations Period.
Except for indemnification obligations or fraud claims, no action may be brought more than one (1) year after accrual or when the claiming Party knew or should have known the facts. Fee-collection actions may be brought within applicable statutes of limitations.
13.9 Severability.
Unenforceable provisions are modified minimally to be enforceable; remaining provisions continue in full effect.
13.10 Entire Agreement.
This Agreement and Order Forms are the complete, exclusive agreement on their subject matter, superseding prior understandings. Amendments require both Parties' written signatures.
13.11 No Third-Party Beneficiaries.
Except as expressly stated, this Agreement confers no third-party rights.
13.12 Governing Law and Venue.
Florida law governs this Agreement without regard to conflict-of-laws principles. Subject to "Dispute Resolution", any court action shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each Party irrevocably submits to the personal jurisdiction of those courts.
13.13 Injunctive Relief.
Customer acknowledges that a breach involving failure to pay undisputed amounts when due, breaches of "Confidentiality and Data Security", "Intellectual Property", or "Acceptable Use" may cause irreparable harm for which monetary damages are an inadequate remedy. Accordingly, Unicore may seek immediate injunctive or equitable relief, including specific performance, temporary restraining orders, and preliminary or permanent injunctive relief, without posting bond or other security, to the extent permitted by law.
13.14 Interpretation.
This Agreement results from arm's-length negotiation between sophisticated parties. No drafter presumption applies. Headings are for convenience. "Including" means "including, without limitation." "Days" means calendar days unless expressly stated as "business days."
13.15 Public Statements.
Customer will not issue press releases, marketing materials, case studies, testimonials, regulatory disclosures, or external statements referencing Unicore, Services, Deliverables, or Platform without Unicore's prior written consent, except as required by law.
Customer will not state or imply that Unicore approved, certified, validated, audited, or endorsed Customer's business, compliance program, controls, regulatory posture, products, services, or outcomes, or that regulators or third parties relied on Unicore.
13.16 No Benchmarking or Most Favored Nation.
This Agreement contains no benchmarking, audit, or most-favored-customer provisions. Fees and terms are negotiated individually and are not subject to comparison with other Unicore customers or industry benchmarks.
13.17 Relationship Governance.
For enterprise engagements, the Parties may establish a governance framework including designated relationship managers, periodic review meetings, escalation procedures, and performance reporting, as documented in an Order Form or separate governance addendum. Absent such documentation, Unicore provides reasonable responsiveness through standard support channels.
13.18 Electronic Execution.
Order Forms may be executed electronically and in counterparts, each of which constitutes an original. Electronic signatures have the same effect as original signatures.
14. SURVIVAL
The following survive termination or expiration: "Fees and Payment", "Intellectual Property", "Confidentiality and Data Security", "Warranties and Liability", "Effect of Termination", "Data Return", "Dispute Resolution", "Acceptable Use", "Third-Party Process", "Customer Responsibilities", and "General Provisions".