Terms of Service

The following capitalized terms have the meanings given below. Other capitalized terms are defined where they first appear.

• Aggregated Data — aggregated, statistical, anonymized, or de-identified data derived from use of the Service.
• Confidential Information — non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential.
• Documentation — the technical and product documentation Unchurn makes available for the Service, as updated from time to time.
• DPA — a Data Processing Addendum, where one has been executed between the parties.
• End User Data — Personal Data of Subscribers processed through the Service on Merchant’s behalf.
• Feedback — suggestions, ideas, enhancement requests, recommendations, or other input Merchant provides to Unchurn about the Service.
• Fees — amounts payable by Merchant for the Service as set out in the Order.
• Merchant, you, your — the legal entity that has entered into these Terms with Unchurn.
• Merchant Data — data Merchant submits to, uploads to, or generates through the Service, including configuration, copy, offers, branding assets, and exported analytics.
• Order — the subscription or ordering document (including online signup) under which Merchant subscribes to the Service.
• Personal Data — has the meaning given under applicable data-protection law.
• Privacy Policy — the Unchurn privacy policy at unchurn.dev/legal/privacy.
• Service — the Unchurn cancellation-experience platform, including the embeddable widget, merchant dashboard, APIs, MCP server, and related features and Documentation.
• Stripe — Stripe, Inc., the third-party payment processor Merchant uses in connection with the Service.
• Subscriber — an end customer of Merchant who interacts with a cancellation flow powered by the Service.
• Terms — these Terms of Service.
• Unchurn, we, us, our — Unchurn, Inc., a Delaware corporation.

3.1Who may use the Service

The Service is offered solely to legal entities for use in the operation of their business. To accept these Terms on behalf of an entity, the individual doing so must be at least 18 years of age and authorized to bind that entity. The Service is not intended for personal, family, or household use.

3.2Stripe requirement

The Service is built for Stripe-native businesses. Merchant must maintain an active Stripe account in good standing for the duration of its subscription and is responsible for its relationship with Stripe and for complying with Stripe’s terms.

3.3Merchant representations

Merchant represents and warrants that (a) it has the legal authority to enter into and perform these Terms, (b) information it provides during signup and in connection with the Service is accurate, complete, and current, and (c) it will promptly update that information as needed.

3.4Account credentials and security

Merchant is responsible for safeguarding all credentials and for all activities under its account, whether or not authorized. Merchant must use commercially reasonable measures to prevent unauthorized access, including strong authentication for its users, and must notify Unchurn promptly of any suspected unauthorized access at hello@unchurn.dev.

3.5Refusal and termination of signups

Unchurn may decline to provide the Service, or suspend or terminate any account, for legitimate business reasons, including to comply with applicable law, address fraud or security risk, protect the integrity or reputation of the Service, or where Merchant operates a business prohibited under Section 9.

3.6One account per organization

Unless otherwise agreed in an Order, Merchant may maintain only one account per legal entity. Affiliates must enter into a separate agreement with Unchurn to use the Service.

4.1What the Service does

Unchurn provides a hosted cancellation-experience platform that Merchant embeds into its product. The Service is designed to:

• (a) intercept cancellation requests from Subscribers at the point of intent;
• (b) collect structured cancellation reasons and free-text feedback;
• (c) present save offers, including pauses, discounts, plan switches, and trial extensions;
• (d) run eligibility checks, including geolocation-based routing and LTV-based offer routing;
• (e) write cancellation, pause, and discount actions to Merchant’s Stripe account on Merchant’s behalf; and
• (f) provide analytics, reporting, and an MCP data layer for Merchant to query retention outcomes.

Merchant configures offer logic, copy, and eligibility rules through the dashboard.

4.2Commercially reasonable efforts

Unchurn will use commercially reasonable efforts to provide the Service in a professional and workmanlike manner. The Service is provided on a best-available basis and Unchurn does not commit to any specific uptime, response time, or availability target unless expressly set out in an Order or a separately executed service-level agreement.

4.3Updates and modifications

Unchurn may modify, add, or remove Service features at any time to improve the product, address security, or respond to changes in third-party platforms. Unchurn will use commercially reasonable efforts to communicate material removals in advance where practicable. Continued use after a change constitutes acceptance of that change.

4.4Third-party services

The Service depends on third-party platforms, including Stripe, hosting and infrastructure providers, geolocation data providers, and AI and large language model providers. Merchant’s use of the Service is subject to those providers’ terms. Unchurn is not responsible for third-party outages, errors, latency, rate limits, policy changes, or discontinuation. Where a third party changes its terms or APIs in a way that affects the Service, Unchurn will make reasonable efforts to adapt but does not guarantee uninterrupted compatibility.

4.5Beta features

Features labeled “beta,” “preview,” “experimental,” or similar are provided AS IS and AS AVAILABLE. They may change, degrade, or be withdrawn without notice and are not covered by any commitments, warranties, or service levels.

5.1Service license to Merchant

Subject to these Terms and Merchant’s payment of Fees, Unchurn grants Merchant a non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the term to access and use the Service for its internal business purposes in connection with offering and managing subscriptions to Merchant’s own Subscribers. This license does not permit Merchant to resell, rent, lease, white-label, or otherwise make the Service available to any third party other than its own Subscribers in the ordinary course of Merchant’s business.

5.2Documentation and brand

Unchurn grants Merchant a non-exclusive, non-transferable license to use the Documentation for its internal use in connection with the Service. Merchant may display Unchurn’s name and logo in customary attribution where the Service is embedded, subject to Unchurn’s brand guidelines. Any other use requires Unchurn’s prior written consent.

5.3Feedback

Merchant grants Unchurn a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and exploit Feedback for any purpose, with no obligation of attribution or compensation.

5.4Reservation of rights

All rights not expressly granted are reserved by Unchurn and its licensors. No implied licenses are granted.

6.1Fees

Merchant will pay the Fees set out in the applicable Order. The default plan is $79 per month in U.S. dollars; higher tiers and custom pricing are as set out in the Order. All Fees are non-refundable except as required by applicable law or as expressly stated in these Terms.

30-day satisfaction guarantee. Within thirty (30) days of Merchant’s first paid charge, Merchant may email hello@unchurn.dev to request a full refund of that charge — no reason required. This guarantee applies once per Merchant and covers only the initial paid period; renewal Fees and charges incurred more than thirty (30) days after the initial paid charge remain non-refundable except as required by applicable law. Upon refund, Merchant’s access to the Service ends.

6.2Payment method

Fees are charged via the payment method Merchant provides. Merchant authorizes Unchurn and its payment processor to charge that method for all Fees, taxes, and other amounts owed on the cadence set out in the Order. Merchant is responsible for keeping its payment method current.

6.3Auto-renewal and cancellation by Merchant

The subscription renews automatically at the end of each billing period on the same cadence (monthly by default) at the then-current rate, until Merchant cancels. Merchant may cancel at any time from the in-product billing settings or by emailing hello@unchurn.dev. Cancellation takes effect at the end of the then-current billing period, and Merchant retains access through the end of that period. No partial-period refunds are provided.

6.4Price changes

Unchurn may change pricing on at least 30 days’ prior notice to Merchant’s billing contact. Changes take effect at the next renewal that occurs after the notice period. If Merchant does not agree, Merchant’s sole remedy is to cancel under Section 6.3 before the change takes effect.

6.5Taxes

Fees are exclusive of all taxes, levies, duties, and similar assessments (other than taxes assessed on Unchurn’s net income). Merchant is responsible for all such taxes. Where Unchurn is required by law to collect taxes, they will be added to invoices.

6.6Late payment and failed charges

If a charge fails, Unchurn may retry the charge, suspend access, and assess reasonable late fees and interest at the lesser of 1.5% per month or the maximum permitted by law, accruing from the original due date. Merchant remains liable for all Fees, taxes, late fees, interest, and reasonable collection costs (including attorneys’ fees).

6.7Disputes

Merchant must notify Unchurn at hello@unchurn.dev of any invoice dispute within 30 days of the invoice date. After 30 days, the invoice is deemed accepted and Merchant waives any right to dispute it.

7.1Term

These Terms become effective when Merchant first accepts them or first accesses the Service, whichever is earlier, and continue until terminated under this Section 7.

7.2Termination by Merchant

Merchant may terminate by cancelling its subscription under Section 6.3. Termination takes effect at the end of the then-current billing period.

7.3Termination by Unchurn for cause

Unchurn may suspend or terminate immediately on notice if Merchant (a) materially breaches these Terms (including non-payment) and fails to cure within 10 days after written notice (no cure period applies to breaches that by their nature cannot be cured or that present a security, abuse, or compliance risk); (b) becomes insolvent or is subject to bankruptcy or similar proceedings; or (c) uses the Service in violation of applicable law.

7.4Termination for convenience by Unchurn

Unchurn may terminate for convenience on 30 days’ prior written notice. In that case, Unchurn will refund any prepaid Fees covering the period after the effective termination date on a pro rata basis.

7.5Suspension

Unchurn may suspend the Service in whole or in part immediately and without prior notice if Merchant’s use (a) poses a security risk; (b) may cause material harm to Unchurn or other customers; (c) is fraudulent or unauthorized; or (d) is reasonably likely to subject Unchurn to legal or regulatory liability. Suspensions will be lifted as soon as the underlying issue is resolved.

7.6Effect of termination

On termination: (a) Merchant’s right to access and use the Service ends immediately; (b) Merchant is responsible for promptly removing all Unchurn embed code, SDKs, and integrations from its properties; (c) all outstanding Fees become immediately due and payable; and (d) on Merchant’s written request received within 30 days after termination, Unchurn will make Merchant’s End User Data available for export via the dashboard or API in a commercially reasonable format. After 90 days following termination, Unchurn may delete Merchant’s data from active systems. Unchurn may retain Aggregated Data and any data Unchurn is required to retain by applicable law or for legitimate business record-keeping (such as billing records).

7.7Survival

Provisions that by their nature should survive termination will survive, including accrued payment obligations, intellectual property ownership, confidentiality, disclaimers, limitations of liability, indemnification, governing law, and dispute resolution.

Unchurn provides infrastructure. Merchant runs the subscription business. This section spells out who owns what, so neither party is surprised later.

8.1Merchant as controller and responsible party

Merchant is the controller of End User Data processed through the Service. Where a DPA has been executed between the parties, Unchurn acts as Merchant’s processor on Merchant’s documented instructions under that DPA. Absent an executed DPA, Merchant must not use the Service to process Personal Data of individuals located in the EEA, the United Kingdom, Switzerland, or any other jurisdiction whose data-protection law requires a written processor agreement. Merchant owns and is solely responsible for its subscription product, including pricing, plan structure, free trials, billing cadence, subscription terms, refund policies, customer support, dunning, and the relationship with each Subscriber. Unchurn does not contract with Subscribers, does not set Merchant’s prices, and is not a party to Merchant’s subscription agreement with any Subscriber.

8.2Compliance with subscription and consumer-protection law

Merchant is solely responsible for compliance with all laws, regulations, and rules applicable to its subscription product and to the cancellation experience Merchant operates using the Service, including the U.S. Federal Trade Commission Act (including Section 5 and any FTC rules governing negative-option marketing or click-to-cancel), the Restore Online Shoppers’ Confidence Act (ROSCA), state automatic-renewal laws (including California’s Automatic Renewal Law and analogous statutes), other state and federal consumer-protection statutes, applicable card-network rules (Visa, Mastercard, American Express, Discover), and the laws of any jurisdiction in which Merchant offers, advertises, bills, or services subscriptions.

The Service includes configurable features intended to help Merchant operate a cancellation flow consistent with common requirements of these regimes, including geolocation-based routing, plain-language disclosures, and symmetrical cancel paths. These features are tools. Configuring them appropriately, monitoring their behavior, updating them as law changes, and achieving and maintaining compliance are Merchant’s responsibility. Merchant acknowledges that no software product can guarantee compliance with any law.

8.3Geolocation, eligibility, and routing — best-effort basis

Certain features of the Service infer a Subscriber’s approximate geographic location and route the cancellation experience accordingly, and other features determine whether a Subscriber qualifies for a particular save offer (for example, lifetime-value tiering, pause eligibility, discount eligibility, or trial-extension eligibility). These features rely on third-party IP-geolocation data, Merchant-configured rules, data supplied by the Subscriber, and data retrieved from Stripe. Each of these inputs may be incomplete, inaccurate, delayed, ambiguous, spoofed (for example, by VPN or proxy use), or otherwise out of date.

Unchurn provides these features on a commercially reasonable, best-available basis. Unchurn does not represent or warrant that any geolocation inference, eligibility determination, or routing decision will be accurate, complete, current, or sufficient to satisfy any specific legal or regulatory requirement applicable to Merchant. Merchant is responsible for reviewing how the Service behaves in practice for its product and its Subscriber base, configuring it for the jurisdictions in which Merchant operates, and independently verifying that the resulting flows meet Merchant’s compliance obligations.

8.4No legal, tax, or compliance advice

Nothing made available through the Service — including the Documentation, the dashboard, in-product copy suggestions, the Monday-morning report, template flows, default settings, support communications, or any other content provided by Unchurn — constitutes legal, tax, accounting, regulatory, or other professional advice. Unchurn is not Merchant’s lawyer, accountant, or compliance officer. Merchant is solely responsible for obtaining independent professional advice appropriate to its product, jurisdictions, and risk profile.

8.5Stripe and the end-user relationship

Merchant is solely responsible for its subscription terms with each Subscriber, the accuracy of billing in Stripe, the application and timing of refunds, the handling of chargebacks and disputes, all customer support, and all Subscriber-facing communications. The Service writes actions to Merchant’s Stripe account — including subscription cancellations, pauses, applied coupons, plan changes, and trial extensions — either pursuant to Merchant’s configuration or in response to a Subscriber’s interaction with a flow Merchant has deployed. In every case, Merchant is the principal party to those actions, and Unchurn acts as a service provider executing them on Merchant’s instructions and configuration. Nothing in this Agreement creates an agency, fiduciary, or representative relationship.

8.6Audit access and transparency

During the term, Unchurn retains operational logs of Service actions — including cancellation events, pause events, applied discounts, plan switches, and trial extensions — for its own operational purposes, and exposes Merchant-visible event data through the dashboard. Where the dashboard or API supports export, Merchant may export this event data. Unchurn does not commit to a specific log-retention window absent an executed Order or DPA. Unchurn may describe the methodology used by its geolocation and eligibility features in the Documentation from time to time.

8.7Merchant warranties

Merchant represents and warrants that:

• (a) it has obtained all rights, permissions, notices, and consents required to provide End User Data and other Subscriber information to Unchurn and to authorize Unchurn to process that data as contemplated by these Terms and any applicable DPA;
• (b) its subscription product, its subscription terms, its pricing and renewal disclosures, and the content displayed in any cancellation flow operated through the Service comply with all applicable laws and card-network rules;
• (c) it will not configure the Service, or use any feature of the Service, in a manner intended to deceive Subscribers, obscure material terms, implement a pattern prohibited by applicable law, or impede a Subscriber’s lawful right to cancel; and
• (d) it will provide and keep current accurate billing, contact, account, and tax information.

9.1Restrictions

Merchant will not, and will not permit any employee, contractor, affiliate, Subscriber, or other person to:

• reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Service, except to the extent this restriction is prohibited by applicable law;
• modify, translate, adapt, or create derivative works of the Service or the Documentation;
• resell, sublicense, rent, lease, time-share, or otherwise commercially exploit the Service, or make the Service available to any third party, except as expressly permitted under these Terms or an applicable Order;
• use the Service to design, build, train, or improve a product or service that competes with the Service, or to benchmark or perform competitive analysis of the Service, without Unchurn’s prior written consent;
• circumvent or attempt to circumvent any usage limit, rate limit, security control, authentication mechanism, or access restriction;
• upload, transmit, or introduce any virus, worm, Trojan horse, ransomware, or other malicious code; conduct or attempt any intrusion, penetration test, vulnerability scan, or denial-of-service activity against the Service without Unchurn’s prior written consent; or otherwise interfere with the integrity, performance, or availability of the Service;
• scrape, spider, crawl, harvest, or otherwise extract data from the Service except via documented APIs and within their published limits;
• use the Service to violate any applicable law, infringe any third party’s rights, harass, defame, or harm any person, or process Personal Data in a manner prohibited by law; or
• use the Service to deceive Subscribers, to implement any practice prohibited by applicable consumer-protection or click-to-cancel law, or to obstruct a Subscriber’s lawful right to cancel a subscription.

9.2Enforcement

Unchurn may investigate suspected violations and may suspend or terminate Merchant’s access in accordance with Section 7. Where practicable and not prohibited by law or by the nature of the violation, Unchurn will provide notice and an opportunity to cure before suspension.

11.1Exclusion of indirect damages

To the maximum extent permitted by applicable law, neither party, nor its affiliates or licensors, will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost savings, lost goodwill, lost or corrupted data, business interruption, or cost of substitute products or services, arising out of or relating to these Terms or the Service, whether based in contract, tort (including negligence), strict liability, statute, or any other theory, and even if advised of, or could have foreseen, the possibility of such damages.

11.2Cap on direct damages

To the maximum extent permitted by applicable law, each party’s total cumulative liability arising out of or relating to these Terms or the Service, regardless of the form of action and the number or nature of claims, will not exceed the total Fees actually paid by Merchant to Unchurn under these Terms during the twelve (12) months immediately preceding the first event giving rise to the claim.

11.3Carve-outs

The limitations in Sections 11.1 and 11.2 do not apply to:

• (a) a party’s indemnification obligations under Section 12;
• (b) Merchant’s obligation to pay Fees that are due and undisputed;
• (c) a party’s breach of confidentiality resulting in disclosure of the other party’s Confidential Information to a third party;
• (d) a party’s infringement or misappropriation of the other party’s intellectual property rights;
• (e) a party’s gross negligence, willful misconduct, or fraud; and
• (f) any liability that cannot be limited or excluded under applicable law.

11.4Allocation of risk

Merchant acknowledges that the Fees reflect the allocation of risk set forth in these Terms, including the disclaimers in Section 10 and the limitations in this Section 11, and that Unchurn would not provide the Service at the agreed Fees in the absence of these provisions. The limitations in this Section 11 apply notwithstanding the failure of essential purpose of any limited remedy.

11.5Time-bar

Any claim or cause of action arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues, except for claims that, under applicable law, cannot be subject to a contractually shortened limitations period.

12.1Indemnification by Merchant

Merchant will defend, indemnify, and hold harmless Unchurn, its affiliates, and their respective officers, directors, employees, contractors, and agents (each, an “Unchurn Indemnitee”) from and against any third-party claim, demand, suit, action, investigation, or proceeding (each, a “Claim”), and any related liabilities, damages, fines, penalties, judgments, settlements, costs, and reasonable attorneys’ fees, arising out of or related to:

• (a) Merchant’s products or services, its subscription terms, its pricing, refunds or refund denials, advertising or marketing, or its relationship or communications with Subscribers;
• (b) Merchant’s actual or alleged violation of any applicable law, regulation, or rule, including consumer-protection, automatic-renewal, click-to-cancel, advertising, tax, privacy, and data-protection laws, and card-network rules;
• (c) Merchant’s actual or alleged infringement or misappropriation of any third-party intellectual property, privacy, publicity, or other right;
• (d) End User Data or other data Merchant or its Subscribers provided to or made available through the Service without the rights, permissions, or consents required by applicable law or these Terms;
• (e) Merchant’s configuration or use of the Service, including any configuration intended to deceive Subscribers, obscure material terms, or obstruct cancellation; and
• (f) any Claim brought by a Subscriber, prospective Subscriber, or other end user of Merchant’s product.

12.2Indemnification by Unchurn (intellectual property only)

Unchurn will defend, indemnify, and hold harmless Merchant from and against any Claim brought by an unaffiliated third party alleging that the Service, when used by Merchant strictly as authorized under these Terms and the Documentation, directly infringes that third party’s patent, copyright, trademark, or trade-secret rights, and will pay any damages finally awarded against Merchant or agreed in settlement by Unchurn in connection with such a Claim.

Unchurn’s obligations under this Section 12.2 do not apply to any Claim arising from or relating to: (i) Merchant’s combination, operation, or use of the Service with any product, data, service, hardware, or software not provided by Unchurn, where the Claim would have been avoided without that combination; (ii) any modification of the Service not made or authorized by Unchurn; (iii) use of the Service in violation of these Terms, the Documentation, or applicable law; (iv) use of a version of the Service other than the most current version made available, where the Claim would have been avoided by use of the current version; or (v) Merchant’s content, configuration, branding, or End User Data.

If the Service becomes, or in Unchurn’s reasonable opinion is likely to become, the subject of a Claim under this Section 12.2, Unchurn may, at its option and expense: (1) procure for Merchant the right to continue using the Service; (2) modify or replace the Service so that it is non-infringing while substantially preserving its functionality; or (3) terminate the affected functionality or, if such functionality is material to the Service, terminate these Terms and refund to Merchant any prepaid Fees attributable to the terminated functionality for the period after termination. This Section 12.2 states Unchurn’s sole and exclusive liability, and Merchant’s sole and exclusive remedy, for any Claim of intellectual-property infringement.

12.3Indemnification procedure

The party seeking indemnification (the “Indemnified Party”) will: (a) promptly notify the indemnifying party (the “Indemnifying Party”) in writing of the Claim (a failure or delay in providing notice will not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced); (b) give the Indemnifying Party sole control of the defense and settlement, provided that the Indemnifying Party may not enter into any settlement that imposes any liability or obligation on, or requires any admission of fault by, the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld; and (c) provide reasonable cooperation and assistance at the Indemnifying Party’s expense.

13.1Unchurn IP

Unchurn and its licensors retain all right, title, and interest in and to the Service, the Documentation, and all underlying technology, software, source code, object code, APIs, prompts, evaluations, task-specific configurations, and any other materials owned or licensed by Unchurn, user interfaces, designs, look and feel, trademarks, service marks, trade names, logos, and any improvements, modifications, enhancements, or derivative works of any of the foregoing, whether developed by Unchurn alone or jointly with Merchant. These Terms grant Merchant only the limited rights expressly set out in Section 5.

13.2Merchant Data

As between the parties, Merchant retains all right, title, and interest in and to End User Data and Merchant Data. Merchant grants Unchurn a non-exclusive, worldwide, royalty-free, sublicensable (solely to Unchurn’s sub-processors acting on Unchurn’s behalf) license, during the term, to host, store, copy, process, transmit, display, modify, format, and otherwise use Merchant Data solely as necessary to (i) provide, secure, maintain, support, troubleshoot, and improve the Service for Merchant, (ii) prevent or address technical or security issues, (iii) comply with applicable law and lawful requests, and (iv) enforce these Terms. Merchant represents and warrants that it has all rights, consents, and authorizations necessary to grant this license.

13.3Aggregated and de-identified data

Unchurn may collect, generate, derive, and use Aggregated Data for any lawful purpose, including operating, securing, and improving the Service, developing new features and products, benchmarking, research, and publishing industry reports and insights. Aggregated Data will not identify Merchant, any Subscriber, any individual, or any specific account, and Unchurn will not attempt to re-identify any individual or Merchant from Aggregated Data. Aggregated Data is and remains Unchurn’s property.

13.4AI and model training

Unchurn does not train, and does not authorize any third party to train, general-purpose foundation models on Merchant Data or End User Data. Unchurn may use Merchant Data and End User Data to (a) operate AI-powered features that Merchant or its Subscribers actively use within the Service, (b) generate Aggregated Data in accordance with Section 13.3, and (c) evaluate prompts, retrieval systems, and task-specific configurations used in the Service. Where the Service routes data to third-party AI or model providers, Unchurn uses provider modes or settings that, to Unchurn’s knowledge, are not used by the provider to train general-purpose models, where the provider exposes such a setting. Unchurn does not warrant the data-handling practices of any third-party provider. Merchant acknowledges that not all providers expose such controls and that data routed to third-party providers is governed by those providers’ terms.

13.5Feedback

As stated in Section 5.3, Merchant grants Unchurn a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use Feedback for any purpose, with no obligation of attribution or compensation.

13.6Trademarks

Neither party may use the other’s name, logos, or marks without prior written consent, except: (a) Unchurn may identify Merchant as a customer in customer lists, the Unchurn website, sales and investor materials, and case studies in accordance with any usage guidelines Merchant provides — Merchant may opt out prospectively by written notice to hello@unchurn.dev; and (b) Merchant must display Unchurn’s “Powered by Unchurn” mark or other attribution where required by the Service or Documentation.

14.1Safeguards

Unchurn applies reasonable administrative, technical, and physical safeguards appropriate for an early-stage product to protect Merchant Data and End User Data against unauthorized access, use, disclosure, alteration, and loss. Unchurn does not hold, and does not represent itself as holding, SOC 2, ISO 27001, HIPAA, PCI-DSS, GDPR, CCPA, or any similar certification or attestation, unless expressly stated in an Order. Unchurn does not operate a formal, audited information security program; the safeguards in place are commensurate with Unchurn’s current stage and resources, and Merchant is responsible for assessing whether they are sufficient for Merchant’s risk profile before transmitting sensitive data to the Service. Unchurn may update its safeguards from time to time.

14.2Sub-processors

Unchurn engages third-party sub-processors to deliver the Service, including providers of cloud hosting, payments infrastructure, observability and logging, geolocation, email and notifications, and AI and model inference. Merchant may request a current list of sub-processors by emailing hello@unchurn.dev. Each sub-processor processes data under its own published terms; Unchurn does not warrant any specific sub-processor data-protection commitments to Merchant absent an executed DPA. Where Merchant requires contractual flow-down terms binding sub-processors to specific data-protection commitments, Merchant must execute a DPA with Unchurn (see Section 16) before relying on such commitments.

14.3Data location and transfers

Merchant Data and End User Data are stored and processed in the United States and in other regions used by Unchurn’s hosting and sub-processor providers. Merchant is responsible for determining whether its use of the Service results in cross-border transfers regulated by applicable law, and for obtaining any consents and executing any data-transfer agreements (including a DPA with applicable transfer mechanisms) required for such transfers.

14.4Incident notification

If Unchurn becomes aware of a confirmed security incident affecting Merchant Data or End User Data, Unchurn will notify the affected Merchant as soon as reasonably practicable after confirming the incident, share information reasonably available to Unchurn that may help the Merchant meet its own notification and investigation obligations, and take reasonable steps to mitigate the effects. Except as required by applicable law, Unchurn does not commit to a specific notification timeline absent an executed DPA. Notification or response is not an acknowledgement by Unchurn of any fault or liability.

14.5Backups and data integrity

Unchurn relies on its hosting and database providers’ standard backup capabilities for operational continuity. Unchurn does not operate its own independent backup program and does not warrant the recoverability of any specific record or time window. Merchant remains solely responsible for maintaining its own copies and exports of Merchant Data and End User Data where compliance, audit, regulatory, tax, or operational requirements so require. The Service is not, and is not intended to be, a system of record for Merchant’s Stripe data, subscription state, billing history, or customer records; Stripe remains the system of record for those data.

15.1Definition

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) in connection with these Terms, whether disclosed orally, in writing, or by inspection of tangible or electronic materials, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential. Confidential Information includes, in respect of Merchant, Merchant Data; in respect of Unchurn, the Service’s non-public features, roadmap, source code, security architecture, pricing, and Documentation marked or treated as confidential; and, in respect of both parties, the existence and content of any non-public commercial discussions and Orders between the parties.

15.2Obligations

The Recipient will: (a) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and no less than a reasonable standard of care; (c) not disclose Confidential Information to any third party except as expressly permitted; and (d) limit access to personnel, contractors, advisors, and affiliates who have a bona fide need to know and who are bound by written or professional confidentiality obligations substantially consistent with this Section 15. The Recipient is responsible for breaches by its personnel.

15.3Exceptions

The obligations in Section 15.2 do not apply to information that the Recipient can demonstrate (a) is or becomes generally publicly available without breach of these Terms; (b) was rightfully known to the Recipient without restriction prior to disclosure; (c) is rightfully received from a third party without restriction and without breach of any obligation to the Discloser; or (d) is independently developed by the Recipient without use of the Discloser’s Confidential Information.

15.4Compelled disclosure

If the Recipient is required by law or valid legal process to disclose Confidential Information, the Recipient will, to the extent legally permitted and reasonably practicable, give the Discloser prompt prior written notice and reasonable cooperation, at the Discloser’s expense, so that the Discloser may seek a protective order or other remedy. The Recipient may disclose only that portion it is legally required to disclose.

15.5Term

Confidentiality obligations survive termination for three (3) years, except that Confidential Information that constitutes a trade secret under applicable law remains protected for so long as it qualifies as a trade secret.

16.1Privacy Policy

Unchurn’s collection, use, and disclosure of personal data in connection with the Service, including in respect of visitors to Unchurn’s website and users of Merchant’s account, are described in the Privacy Policy at unchurn.dev/legal/privacy. The Privacy Policy is incorporated into these Terms by reference.

16.2Data Processing Addendum

Unchurn does not publish a standard-form Data Processing Addendum at this time. Merchants requiring a DPA for processing Personal Data subject to the EU GDPR, the UK GDPR, the Swiss FADP, or any other data-protection law that requires a written processor agreement may contact hello@unchurn.dev to discuss a negotiated DPA. Until a DPA is executed between the parties, Merchant agrees not to use the Service to process Personal Data of individuals located in the European Economic Area, the United Kingdom, Switzerland, or any other jurisdiction whose data-protection law requires a written processor agreement. To the extent of any conflict between these Terms and an executed DPA in respect of Personal Data, the DPA controls.

16.3Merchant role

As between the parties, Merchant determines the purposes and means of processing End User Data and acts as the controller, business, or equivalent role under applicable data-protection law. Where a DPA has been executed, Unchurn acts as Merchant’s processor (or equivalent) and will process End User Data only on Merchant’s documented instructions, which are set out in these Terms, the Service configuration selected by Merchant, the Documentation, the DPA, and any further written instructions Unchurn agrees to in writing.

16.4Subscriber notices and consent

Merchant is solely responsible for providing Subscribers and other data subjects with all required notices and disclosures, and for obtaining and maintaining all consents, permissions, and lawful bases (including under the EU ePrivacy Directive, U.S. state wiretap and biometric statutes, and analogous laws governing cookies, similar tracking technologies, analytics, session recording, and outbound communications) before End User Data is collected, transmitted, or otherwise processed via the Service. Merchant will ensure that its privacy notice accurately describes the processing carried out through the Service and any onward transfer of End User Data to Unchurn and its sub-processors.

17.1Right to modify

Unchurn may update these Terms from time to time. The current version is at unchurn.dev/legal/terms with a “Last updated” date.

17.2Notice

For material changes — those that adversely affect Merchant’s rights or obligations in more than a minor way — Unchurn will give at least 30 days’ prior notice by email to the account contact and/or by in-product notice. Non-material changes (clarifications, typographical corrections, legal-entity name changes, updates to the sub-processor list, contact information) may take effect on posting.

17.3Acceptance

Merchant’s continued use of the Service after the effective date of a change constitutes acceptance of the updated Terms. If Merchant does not accept a material change, Merchant’s sole and exclusive remedy is to terminate these Terms under Section 7 before the change takes effect; in that case Unchurn will refund any prepaid, unused Fees on a pro rata basis.

These Terms, and any dispute arising out of or relating to them or to the Service, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.1Informal resolution

Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through written notice (for Unchurn, to hello@unchurn.dev) describing the dispute and the proposed resolution. The parties will then negotiate informally for at least 30 days from the date of that notice.

19.2Binding arbitration

If a dispute is not resolved within the 30-day informal period, the parties will resolve it by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules then in effect. The arbitration will be conducted in Wilmington, Delaware (or remotely by mutual agreement), before one arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction.

19.3Class-action waiver

All disputes will be resolved on an individual basis. To the maximum extent permitted by law, the parties waive any right to proceed on a class, collective, consolidated, or representative basis. The arbitrator has no authority to hear class, collective, consolidated, or representative claims.

19.4Carve-outs

Notwithstanding Sections 19.1 and 19.2, either party may (a) bring an individual action in small-claims court for any dispute within that court’s jurisdiction, and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or to enforce Section 9 (Acceptable use), without first proceeding under Sections 19.1 or 19.2.

19.5Costs

Each party bears its own attorneys’ fees and costs in arbitration, except (i) as the arbitrator may award under applicable law and (ii) the parties share the arbitrator’s fees equally unless applicable law or JAMS rules require otherwise. In any action to enforce a payment obligation, the prevailing party is entitled to recover reasonable attorneys’ fees and costs.

Merchant may not assign or transfer these Terms, or any rights or obligations under them, by operation of law or otherwise, without Unchurn’s prior written consent, except that Merchant may assign these Terms in their entirety in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, on prior written notice to Unchurn. Unchurn may assign these Terms without restriction, including to an affiliate or in connection with a corporate transaction. Any assignment in violation of this section is void. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, public-health emergencies, labor disputes, internet or telecommunications failures, third-party service outages (including Stripe and hosting providers), and natural disasters. The affected party will use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable.

22.1To Unchurn

Legal notices to Unchurn must be sent by email to hello@unchurn.dev.

22.2To Merchant

Unchurn may give notice to Merchant by email to the address on Merchant’s account, by in-product notice, or by posting at unchurn.dev/legal. Merchant is responsible for keeping its contact information current.

22.3Effective

Notices by email are effective when sent (absent a bounce). Notices in-product or by posting are effective on display. Notices by courier are effective on delivery.

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.

These Terms are for the sole benefit of the parties and their permitted successors and assigns, and create no rights in any third party, including any Subscriber.

No waiver of any provision is effective unless in writing and signed by the waiving party, and no waiver constitutes a continuing waiver. Failure or delay in exercising any right is not a waiver. If any provision is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent.

Merchant represents that it is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. sanctions, and that it is not on any U.S. government list of restricted or prohibited persons. Merchant will not export, re-export, or otherwise make the Service available to any such person or jurisdiction in violation of applicable export-control and sanctions law.

The Service is “commercial computer software” and any related documentation is “commercial computer software documentation,” as those terms are used in FAR 12.212 and DFARS 227.7202. Any use, modification, reproduction, release, performance, display, or disclosure by or for the U.S. government is governed solely by, and subject only to, the rights set out in these Terms.

These Terms, together with the applicable Order, the Privacy Policy, any executed DPA, the Acceptable Use provisions, any product-specific terms posted at unchurn.dev/legal, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings, agreements, representations, and communications. Any pre-printed or additional terms in a Merchant purchase order, vendor-management portal, or similar document are expressly rejected, even if Unchurn signs or acknowledges the document for administrative or procurement purposes.

Section headings are for convenience only and do not affect interpretation. “Including” and “include” mean “including without limitation.” References to “days” mean calendar days unless otherwise specified. References to a statute or regulation include any successor or amendment.

For all questions — terms, privacy, security and abuse reports, or billing — email hello@unchurn.dev.