These Terms of Service (“Terms”) govern your use of the services, software, applications, and websites (the “Service” or “Services”) provided by Unduit LLC (“Unduit,” “we,” “our,” or “us”), and any data, text, files, information, assets, records, and other content or materials (together, the “Content”) uploaded, downloaded, or appearing on the Services.

If you’re using our Services on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refer to that Organization.

Our Terms and Privacy Policy affect your legal rights and obligations and may be updated from time to time. By using and continuing to use our Services, you are agreeing to our Terms and Privacy Policy and any updates.

If you have a separate proposal with terms and conditions attached or a services agreement (“Service Agreement”) with us, that Services Agreement, along with these Terms, will govern our entire relationship. In case of conflict between the terms of the Services Agreement and these Terms, the terms of your Services Agreement shall prevail.

1. Your User Account

You are responsible for the following while using the Service:

1.1. Account Registration.

You must provide accurate, current, and complete information when creating your Unduit account (“Account”). You must be at least 18 years of age to create an account.

1.2. Account Security.

You are responsible for safeguarding your password and for all activities that occur under your Account. You must immediately notify Unduit if you become aware of any breach of security or unauthorized use of your Account.

1.3. Account Permissions.

You may never use another user’s account without their permission. You represent and warrant that you have obtained all necessary permissions and authorizations to submit data to the Service, including any personal identifiable information, employee data, asset information, and vendor details.

1.4. Restrictions on Use.

You may not disassemble, decompile, or reverse engineer the Service or attempt to access the Service’s source code, algorithms, or underlying technology, unless such restriction is prohibited by law.

1.5. Human Registration.

Your account must be registered by a human. Accounts registered by non-humans, which may include but are not limited to bots, GPTs, or other artificial intelligence, are strictly prohibited and may be suspended without Unduit’s liability.

1.6. Unauthorized Activities.

You may not use the Service for any illegal or unauthorized purpose. You agree to comply with these Terms, our Privacy Policy, all applicable laws, rules, and regulations at all times, including but not limited to applicable data protection laws, export control laws, privacy laws, and intellectual property laws.

1.7. Fees and Payment.

Payment for software and services on the Unduit platform, including any applicable recurring subscription fees, shall be made upfront via credit card. All rates are stated in USD. Any pricing estimates are non-binding, and actual charges will reflect Services performed during the applicable billing period, and certain regions or countries may incur additional surcharges.

1.8. Taxes.

You are responsible for all taxes (excluding taxes on our net income), and we will charge tax if required by law. If you have tax exemptions, you must provide proof at the time of purchase.

1.9. Purchase Orders.

If you require a purchase order, you must provide the purchase order number at the time of purchase. Any terms and conditions on your purchase order will not apply and are null and void.

1.10. Automatic Renewal. Your Account will be set to automatically renew. We may automatically charge you for renewal on or after the renewal date unless you have cancelled the Service. For annual plans, you must provide notice of any downgrades or cancellations at least thirty (30) days prior to your renewal date, or your Service will automatically renew for an additional twelve-month period or as per the terms of your Service Agreement. If you believe a renewal charge was made in error, you must contact us within ten (10) days of the charge to dispute it.

1.11 Binding Records

You may request Services via the Unduit Platform. Unduit’s records, including Unduit Platform data, audit reports, and service logs, will be deemed accurate and binding unless you provide written notice of dispute within ten (10) business days of receipt.

2. Acceptable Use of Our Service

2.1. Service Modifications.

You must not modify, adapt, or alter the Service or falsely imply that another website is associated with Unduit.

2.2. API Access.

You must not access our APIs by means other than those expressly permitted by us. Unauthorized API access may result in immediate termination of your Account without any liability to Unduit.

2.3. Service Interference.

You must not interfere with or disrupt the Service, servers, or networks connected to the Service, including by transmitting viruses, malware, or any code of a destructive nature. You may not inject content or code that alters how our Service is rendered or displayed.

2.4. Prohibited Activities.

You must not:

• Use the Service to store, transmit, or distribute malicious software or harmful content
• Attempt to gain unauthorized access to other users’ accounts or data
• Use the Service to violate any person’s privacy, intellectual property, or other rights
• Scrape, crawl, or use automated means to access the Service without authorization
• Resell, rent, lease, or sublicense the Service without our written permission
• Use the Service to compete with Unduit or to build a similar or competitive product
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Transmit unsolicited communications, advertisements, or spam through the Service

2.5. Asset and Data Handling.

When using Unduit’s asset recovery, buyback, repair, or logistics services, you represent and warrant that:

• You have the legal right to dispose of, sell, or transfer the assets submitted
• All asset data provided is accurate and complete
• You have obtained all necessary consents for processing employee and asset data
• Assets submitted do not contain illegal, stolen, or counterfeit items
• You have removed all sensitive or confidential data from devices before submission (Unduit is not responsible for data remaining on devices)

2.6. Compliance with Laws.

You agree to comply with all applicable laws regarding asset disposition, data protection (including GDPR, UK GDPR, and CCPA), export controls, and environmental regulations. You are responsible for ensuring your use of the Service complies with your organization’s policies and legal obligations.

2.7. Enforcement.

Violation of these Terms may result in termination of your Account. We reserve the right to investigate and prosecute violations to the fullest extent of the law. We may cooperate with law enforcement in prosecuting users who violate these Terms. We have no obligation to monitor your use of the Service, but have the right to do so. We may remove any data, accounts, or content that violates these Terms.

2.8. Third-Party Applications.

If you use third-party applications in connection with the Service, you consent to your Content being shared with such applications. You should review their terms of service and use, and privacy policies to understand how they use your data.

3. General Conditions

3.1. Service Suspension and Termination.

We may suspend or terminate your Account or cease providing Services at any time for any reason, including if:

• You violate these Terms, your Service Agreement or any applicable laws
• You create risk or legal exposure for us
• Your free Account has been inactive for ninety (90) days
• Our provision of Services to you is no longer commercially viable
• You abuse trial offers, promotional offerings, or free programs

We will make reasonable efforts to notify you via email or the Service.

3.2. Termination for Convenience

Either party may terminate the Services for convenience upon completion of any month during the Term. These Terms will automatically terminate upon your cessation of use of the Services or upon Unduit’s decision to discontinue providing the Services to you. Termination will not relieve you of any obligation to pay for Services performed prior to the effective date of termination. All accrued payment obligations, together with any provisions which by their nature are intended to survive, will remain in full force and effect following termination.

3.3. Effect of Termination.

Upon termination, all licenses and rights granted to you will immediately cease, and you shall immediately cease use of our Services. You remain responsible for all fees incurred before termination. Following termination or expiration of these Terms or any Service Agreement, Unduit will make your Content available for export, in a commonly used format, for a reasonable period during which you may request it. Thereafter, Unduit will delete your Content, including all copies, when it no longer has a legitimate business or legal basis to retain it. This does not apply to data that Unduit is required to retain by applicable law (such as financial and transaction records retained for tax and audit purposes), and is subject to the Privacy Policy.

3.4. Changes to Terms.

We reserve the right to change these Terms from time to time. We will provide reasonable notice of material changes. Your continued use of the Service after changes become effective constitutes acceptance of the updated Terms. You should review these Terms regularly.

3.5. Right to Refuse Service.

We reserve the right to refuse access to the Service to anyone for any reason at any time.

3.6. Identity Verification.

You authorize us to make inquiries to validate your identity and account information. This may include requesting additional documentation or verifying information against third-party databases.

3.7. Content Monitoring.

We may, without any obligation to, monitor, edit, or remove Content or accounts that violate these Terms.

3.8. Data Charges.

You are responsible for all data charges you incur through use of the Service.

3.9. Communications.

By creating an account, you agree that we may send you informational and promotional communications via email and SMS as part of normal business operations. You may opt out at any time.

3.10. Support Access.

By contacting our support team, you automatically permit us to access your Account to diagnose and resolve issues. If you do not wish to grant access, please expressly notify us.

3.11. Privacy Policy.

Our Privacy Policy describes how we collect, use, share, and protect your personal information. The Privacy Policy is incorporated into and forms part of these Terms. By using the Service, you agree to the collection and use of information as described in the Privacy Policy.

3.12. Data Processing Agreement.

Where Unduit processes personal data on your behalf as a data processor (as defined under applicable data protection laws), the terms of Unduit’s Data Processing Agreement (“DPA”) shall apply. The DPA, available at www.unduit.com/dpa, is incorporated into and forms part of these Terms and applies automatically to such processing. In the event of a conflict between these Terms and the DPA regarding the processing of personal data, the DPA shall prevail. A countersigned copy of the DPA is available to all customers upon request at [email protected].

3.13. Confidentiality

Each party agrees to protect the other party’s confidential or proprietary information using a reasonable standard of care and to use such information solely for purposes of performing under these Terms. Confidentiality obligations will continue for a period of four (4) years following termination, except with respect to trade secrets or personal data, which will be protected for as long as required under applicable law.

4. Intellectual Property Rights

4.1. Unduit’s Intellectual Property.

All materials contained in the Service, including text, graphics, logos, icons, images, code, software, and the selection and arrangement thereof (collectively, “Unduit Content”), are owned by Unduit and protected by copyright, trademark, patent, and other intellectual property laws. You may not use Unduit Content except as expressly permitted in these Terms. 

4.2. Customer Content Ownership.

We claim no ownership rights over Content you submit or create in your Account (“Customer Content”). As between you and Unduit, Customer Content that is your intellectual property remains yours.

4.3. Limited License to Customer Content.

You grant us a limited, worldwide, non-exclusive license to access, use, process, and display Customer Content solely to:

• Provide, maintain, and improve the Service
• Perform technical operations such as backup and recovery
• Respond to support requests
• Comply with legal obligations

4.4. Aggregated and Anonymized Data.

We may collect and use aggregated, anonymized data derived from your use of the Service for analytics, benchmarking, and service improvements. Such data will not identify you, your organization, or any individual. Any industry reports or public disclosures using aggregated data will contain only industry-level statistics and will not be attributable to any specific customer.

4.5. Asset Data and Reports.

Data related to asset processing, valuations, and logistics generated through our Services may be used to improve our Services and provide industry-level insights, provided such data is anonymized and does not identify your organization or any individual.

4.6. Restrictions.

You may not copy, reproduce, modify, distribute, display, perform, or create derivative works from Unduit Content except as expressly permitted. You may not remove or alter any copyright, trademark, or proprietary notices.

4.7. Trademarks.

The Unduit name, logo, and related marks are our trademarks (“Unduit IP”). Use of the Service does not grant you a license to use Unduit IP without  our prior written permission.

4.8. Feedback.

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use such feedback for any purpose without compensation or attribution.

5. Service Availability and Data Security

5.1. Service Availability.

Although we strive for high availability, the Service may be interrupted for scheduled maintenance, upgrades, emergency repairs, or due to factors beyond our control, such as network failures or third-party service disruptions, without any liability to Unduit.

5.2. No Backup Service.

We are not a backup service. You are responsible for maintaining your own backups of your Content. We will not be liable for any loss or corruption of Content.

5.3. Data Security.

We implement industry-standard security measures to protect your data, including encryption in transit and at rest, role-based access controls, multi-factor authentication, and regular vulnerability assessments. We maintain SOC 2 Type II and ISO/IEC 27001:2022 certifications. However, no method of transmission or storage is completely secure. You acknowledge that data transmitted over the Internet may be subject to security risks. Unduit shall not be liable for any data loss due to security breaches beyond our reasonable control. Further details on our security measures are available in our Privacy Policy and, where applicable, in the DPA.

5.4. Data Destruction Services.

When you use our asset disposal and data destruction services, we will perform data erasure according to industry standards (NIST, DoD, etc.) as specified. However, you are ultimately responsible for removing sensitive data from devices before submitting them for processing. Unduit is not liable for any data remaining on devices that were not properly wiped by you prior to submission to us.

5.5. Physical Asset Handling.

When you submit physical assets (devices, equipment) to Unduit for processing, repair, or disposal:

• Unduit is not responsible for loss or damage to assets occurring before physical receipt and verification at an Unduit Facility.
• Unduit will handle assets with reasonable care but is not liable for damage that occurs during normal processing, shipping, or handling
• Unduit may, in its sole discretion, determine whether assets are resold, recycled, or destroyed
• You acknowledge that refurbishment, testing, and repair processes may result in data loss
• Asset valuations are estimates and may change based on physical inspection
• You are responsible for providing accurate asset information and quantities
• Unduit may issue Certificates of Data Destruction for processed assets

6. Warranties and Disclaimers

6.1. YOUR WARRANTY.

You represent and warrant that:

• You own or have the right to submit all Content and assets provided to Unduit
• All Content and assets provided to Unduit are free of any third-party rights and liens.
• You have the authority to enter into these Terms.
• Your use of the Service does not violate any laws or third-party rights
• Asset information provided is accurate and complete
• You have obtained all necessary consents for processing employee and asset data
• Assets submitted do not contain illegal, stolen, or counterfeit items

6.2. DISCLAIMER OF WARRANTIES.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDUIT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND FREEDOM FROM COMPUTER VIRUS.

UNDUIT DOES NOT WARRANT THAT:

• The Service will be error-free, uninterrupted, or secure
• Defects will be corrected
• The Service is free from viruses or harmful components
• Asset valuations will be exact or guaranteed
• Physical assets will be received in perfect condition
• Data destruction will be 100% effective if you did not properly wipe devices beforehand

6.3. THIRD-PARTY SERVICES.

The Service may integrate with or rely on third-party services (shipping carriers, payment processors, MDM providers, etc.). We are not responsible for any third-party service failures, errors, or changes that affect the Service.

6.4. ASSET VALUATION ESTIMATES.

Asset buyback values, repair estimates, and resale values provided are estimates only and may change based on actual physical inspection, market conditions, and device functionality testing. Final values are determined after the technical assessment.

7. Limitation of Liability

7.1. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDUIT AND ITS EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, SUPPLIERS, AND AGENTS (COLLECTIVELY, “UNDUIT PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption
• Cost of substitute services
• Damage to physical assets during normal processing, handling, or shipping
• Asset value fluctuations or lower-than-expected valuations
• Incomplete data destruction if devices were not properly wiped before submission
• Delays in asset recovery, processing, or delivery
• Third-party service failures (carriers, payment processors, etc.)

7.2. MAXIMUM LIABILITY.

IN NO EVENT WILL UNDUIT’S TOTAL LIABILITY TO YOU EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO UNDUIT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00). THIS LIMITATION APPLIES TO ALL CLAIMS ARISING UNDER THESE TERMS AND, WHERE APPLICABLE, THE DATA PROCESSING AGREEMENT, AND ANY REFERENCE IN THE DPA TO LIMITATION OF LIABILITY SHALL BE SUBJECT TO THIS SECTION.

7.3. ASSET HANDLING LIABILITY.

Unduit’s liability for loss or damage to physical assets is limited to the declared value or assessed value of such assets at the time of receipt, not to exceed the maximum liability stated above. Unduit is not liable for:

• Asset damage during normal refurbishment, testing, or repair processes
• Asset value depreciation between submission and processing
• Assets lost or damaged during shipping (carrier liability may apply)
• Data remaining on devices that you failed to properly erase

7.4. ESSENTIAL PURPOSE.

You acknowledge that the fees charged by Unduit reflect this allocation of risk and that Unduit would not provide the Service without these limitations.

7.5. JURISDICTIONAL LIMITATIONS.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.

8. Indemnification

8.1. YOUR INDEMNIFICATION OBLIGATION.

You agree to defend, indemnify, and hold harmless the Unduit Parties from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees, arising out of or related to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any laws or third-party rights
• Content or assets you submit to the Service
• Any misrepresentation made by you regarding ownership or rights to assets
• Any data privacy violations or failure to obtain necessary consents
• Claims that assets you submitted were stolen, counterfeit, or illegal
• Any employee, contractor, or third party acting on your behalf

8.2. UNDUIT’S INDEMNIFICATION OBLIGATION.

Unduit agrees to defend, indemnify, and hold harmless you from and against any third-party claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees, arising out of or related to:

• Unduit’s material breach of these Terms
• Unduit’s gross negligence or willful misconduct in performing the Services
• Any claim that the Service infringes a third party’s intellectual property rights

Unduit’s obligations under this Section 8.2 are subject to the limitations set forth in Section 7.

8.3. PROCEDURE.

The indemnified party will promptly notify the indemnifying party of any claim and cooperate fully in the defense. The indemnifying party shall have the right to assume exclusive defense and control of any matter subject to indemnification. Neither party will settle any claim that imposes obligations on the other party without the other party’s prior written consent.

9. Dispute Resolution

9.1. BINDING ARBITRATION.

Except for disputes relating to intellectual property rights (Excluded Disputes), if the parties fail to resolve a dispute in good faith by negotiations within thirty (30) days, you agree that all disputes with Unduit will be resolved by binding, individual arbitration under the American Arbitration Association’s rules for consumer-related disputes. You and Unduit expressly waive trial by jury.

9.2. CLASS ACTION WAIVER.

You may bring claims only on your own behalf. Neither you nor Unduit will participate in a class action, class-wide arbitration, or representative action for any claims covered by this agreement.

9.3. ARBITRATION PROCEDURE.

The arbitration will be conducted in accordance with the Federal Arbitration Act. If the American Arbitration Association is unwilling or unable to set a hearing within 160 days, either party may elect to have the arbitration administered by Judicial Arbitration and Mediation Services.

9.4. GOVERNING LAW.

These Terms are governed by the laws of the State of Illinois, without regard to conflict of law principles.

9.5. VENUE.

For Excluded Disputes, you agree to submit to the exclusive jurisdiction of state and federal courts located in DuPage County, Illinois.

10. Miscellaneous

10.1. Entire Agreement.

These Terms, together with the Privacy Policy, the Service Agreement and, where executed, the Data Processing Agreement, constitute the entire agreement between you and Unduit regarding the Service and supersede all prior agreements, communications, and understandings.

10.2. Assignment.

You may not assign these Terms without our prior written consent. We may assign these Terms with reasonable notice to you. These Terms will bind and inure to the benefit of permitted successors and assigns.

10.3. Severability.

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, it will be severed, and the remaining provisions will remain in full force and effect.

10.4. No Waiver.

Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision.

10.5. Force Majeure.

Unduit will not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

10.6. Export Controls.

You may not use or export the Service in violation of U.S. export laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo.

10.7. Survival.

Sections that by their nature should survive termination will survive, including Sections 3.13 (Confidentiality), 4 (Intellectual Property), 6 (Warranties), 7 (Limitation of Liability), 8 (Indemnification), and 9 (Dispute Resolution).

10.8 Independent Contractor. 

Unduit is an independent contractor and not your employee, partner, or agent, and neither party has authority to bind the other.

10.9. English Language.

These Terms were written in English. Any translated versions are provided for convenience only. In the event of any conflict, the English version controls.

10.10. Order of Precedence.

In the event of a conflict between these Terms and any other agreement incorporated herein, the following order of precedence shall apply: (1) Service Agreement; (2) the Data Processing Agreement (with respect to personal data processing matters); (3) these Terms of Service; (4) End User license Agreement; (5) the Privacy Policy. 

10.11. Contact.

For questions about these Terms, contact us at:

Unduit LLC

5400 Patton Dr Ste 1

Lisle, IL 60532

Email: [email protected]

Phone: +1 (847) 701-4584