Subscription, Credits & Creator Monetization Terms

These Subscription, Credits & Creator Monetization Terms (“Subscription Terms”) govern your purchase and use of paid memberships, subscriptions and credits offered by Uare.ai, Inc. (“Uare.ai,” “we,” “us,” or “our”) and approved Professionals through our website at https://www.uare.ai/ and our mobile applications (collectively, the “Service”). These Subscription Terms supplement and are incorporated by reference into our Terms of Service. Capitalized terms not defined here have the meaning given in the Terms of Service. If there is a conflict between these Subscription Terms and the Terms of Service with respect to subscriptions or credits, these Subscription Terms control.

By purchasing a paid membership, subscription or credits, you acknowledge that you have read, understood, and agree to be bound by these Subscription Terms.

1. Membership Tiers and Professional Subscriptions

We offer the following membership tiers. Pricing, credit allocations, and feature inclusions are described at checkout and on our pricing page, and are summarized below as of the date of last revision. We may modify tiers, pricing, or included features in accordance with Section 8.

Annual memberships are billed in full and in advance. Monthly memberships are billed each billing cycle until cancelled.

You may also purchase Individual AI subscriptions from Professionals approved by us. Subscription prices and features accessible by subscribers are determined by the Professionals, and are billed on a monthly basis until cancelled.

2. One-Time Credit Purchases

In addition to memberships, you may purchase one-time credit packs (“OTP Credits”). Pricing is summarized below as of the date of last revision and is described at checkout.

OTP Credits are available to verified users on Freemium, Basic, Premium, and Professional tiers. Identity verification is required to purchase OTP Credits.

3. How Uare Credits Work

For memberships and credits sold by Uare, we operate a two-wallet credit system:

Membership Wallet. The membership wallet holds credits allocated as part of your active membership tier. Membership Credits reset each billing cycle and do not roll over. Unused Membership Credits expire at the end of the billing cycle in which they were issued. Freemium tier credits reset daily at 00:00 UTC and do not accumulate.

Permanent Wallet. The permanent wallet holds credits purchased through OTP packs, plus any credits awarded by Uare.ai through promotions, gifts, referrals, or other means. Permanent Credits do not expire and remain available so long as your account is in good standing.

Spend order. When you take an action that consumes credits, we draw from your Membership Wallet first and your Permanent Wallet second. There is no user-configurable spend order.

No cash value. Credits have no cash value, are not redeemable for currency, are non-transferable, and are not assignable except as expressly permitted by us. Credits are a license to access features of the Service and do not constitute property, securities, gift cards, stored value, or money transmission. We may modify credit costs per action with notice as described in Section 8.

Indicative credit costs per action (subject to change with notice):

The “AI Capacity” figures shown on our pricing page (for example, “approximately 1,000 messages per month”) are illustrative estimates based on the credit costs above and assume exclusive use of a single action type. Actual usage will vary based on your mix of actions.

4. Billing, Auto-Renewal, and Cancellation

Authorization to charge. When you start a paid membership or subscription or purchase OTP Credits, you authorize Uare.ai (through our designated third-party payment processor) to charge your selected payment method for the amounts due, including applicable taxes.

Auto-renewal. Paid memberships and subscriptions automatically renew at the end of each billing cycle (monthly or annual, as selected at purchase) at the then-current rate disclosed at checkout and in your account settings, until you cancel. By starting a paid membership or subscription, you authorize recurring charges to your payment method until you cancel.

How to cancel. You may cancel your membership or subscription at any time through your account settings under Membership/Subscription. Cancellation takes effect at the end of the then-current billing cycle, and you will retain access to your tier (and the Membership Credits issued for that cycle) or subscribed content, as applicable, through the end of that cycle. You will not be charged for subsequent cycles. Cancelling does not delete your account; to delete your account, follow the instructions in our Privacy Policy.

California residents. If you are a California resident, you may also cancel by emailing us at disputes@uare.ai with the subject line “Cancel Subscription,” along with your account email address. We will process your cancellation request promptly.

Failed payments. If a payment fails, we may retry the charge, suspend your access until payment is resolved, downgrade your account to Freemium, or terminate your account in accordance with our Terms of Service.

5. Refunds

Memberships and subscriptions. Except as required by applicable law or as expressly stated otherwise at the time of purchase, all fees for memberships and Individual AI subscriptions are non-refundable. If you cancel a prepaid annual subscription before the end of the term, we may, in our discretion or where required by applicable law, provide a pro-rated refund for the unused portion.

OTP Credits. OTP Credit purchases are final and non-refundable, except where required by applicable law.

Statutory rights preserved. Nothing in these Subscription Terms limits your rights under applicable consumer protection law, including any statutory right to cancel a purchase within a specified cooling-off period in your jurisdiction. EU and UK consumers may have additional rights under local law; contact us at privacy@uare.ai for jurisdiction-specific information.

EU/UK right of withdrawal. If you are a consumer in the European Union or the United Kingdom, you have the right to withdraw from a purchase within 14 days without giving a reason. Because memberships and Credits are digital content and services that we begin to provide immediately, when you purchase them you expressly request that we begin performance during the 14-day period and you acknowledge that you lose your right of withdrawal once the service has been fully performed or once you have begun using purchased Credits. Where you have not begun using a purchased item, you may withdraw within 14 days by contacting us at privacy@uare.ai, and we will refund you in accordance with applicable law.

6. Tier Changes

Upgrades. You may upgrade your tier at any time through your account settings. Upgrades take effect immediately: your new tier begins at its full price, and the remaining time on your current plan is not pro-rated. Your Membership Wallet is replenished to the new tier’s full credit allotment upon upgrade. Permanent Wallet credits are unaffected.

Downgrades. You may downgrade your tier at any time through your account settings. Downgrades take effect at the end of the current billing cycle for the subsequent cycles. You retain your current tier’s features and Membership Credits through the end of that cycle. Permanent Wallet credits are unaffected.

Effect on credits. Membership Credits are tied to the tier and billing cycle in which they were issued; if a tier change occurs, Membership Credits are adjusted as set out above. Permanent Credits remain in your Permanent Wallet regardless of tier changes.

7. Account Termination and Effect on Credits

If your account is terminated by you or by us in accordance with the Terms of Service:

• Membership Credits expire and are forfeited immediately upon termination.
• Your access to Individual AI subscriptions terminates immediately.
• Permanent Credits are forfeited unless we determine, in our sole discretion or as required by applicable law, to issue a refund for unused, recently purchased OTP Credits.
• Termination does not relieve you of any payment obligations accrued before termination.
• If we terminate your account for material breach of the Terms of Service (including fraud, abuse, or unlawful conduct), all credits are forfeited without refund.

8. Changes to Pricing and Terms

We may change tier pricing, credit allocations, OTP Credit prices, credit costs per action, or these Subscription Terms. For material changes affecting your active membership or subscription (such as price increases or material reductions in included features or credit allocations), we will provide at least thirty (30) days’ advance notice through the Service, by email, or by other reasonable means before the change takes effect. Your continued use of the Service after the effective date constitutes acceptance of the change. If you do not agree, you may cancel your subscription as described in Section 4 before the change takes effect.

Indicative credit costs per action and AI Capacity estimates are not contractual minimums; we may adjust them with notice as described above.

9. Taxes

Prices stated on the pricing page and at checkout are exclusive of applicable sales, use, value-added, or similar taxes unless otherwise stated. You are responsible for all such taxes associated with your purchases, except for taxes based on Uare.ai’s net income.

10. Promotional Offers

From time to time we may offer promotional pricing, free trials, bonus credits, or other incentives. Promotional offers are subject to the specific terms disclosed at the time of the offer and may have limited eligibility, duration, or other restrictions. Unless otherwise stated, promotional credits are deposited into the Permanent Wallet and are subject to these Subscription Terms.

11. Subscriptions to Individual AI

These terms apply to subscriptions you purchase to a Professional’s Individual AI. Your subscription price and the content and features available to you are set by the Professional, and the subscription is billed monthly until you cancel.

Auto-renewal and cancellation. Subscriptions renew automatically each month until cancelled. You may cancel at any time through your account settings. Cancellation takes effect at the end of the current paid period, after which your access ends.

Price changes. A Professional may change the subscription price on a going-forward basis. We will give you at least thirty (30) days’ notice before any price increase, which takes effect at your next renewal, and you may cancel before it takes effect.

What the Professional can see. When you subscribe to and interact with a Professional’s Individual AI, the Professional can view your conversations with that Individual AI and any information you share in them. Do not share information you would not want the Professional to see.

Effect of cancellation. When your access ends, the memory and knowledge graph created between you and the Professional’s Individual AI may be permanently deleted.

Refunds. Except as required by applicable law, subscriptions are not refundable for partial billing periods. See Section 5.

12. Professional Creator Monetization and Payouts

If you are approved as a Professional, you may offer one paid subscription to your Individual AI. At this time, monetization is limited to subscription revenue; any premium content, talents, or services you make available are provided as part of that single subscription, and Uare.ai does not currently support separate per-service charges or multiple subscription tiers. The following terms govern creator monetization and supplement the Terms of Service. Capitalized terms not defined here have the meaning given in the Terms of Service.

Eligibility. Monetization is available only to Professionals on the Professional membership tier who are in good standing, are at least 18 years old, have completed identity verification, pass our sanctions and eligibility screening, and have completed our payment processor’s connected-account onboarding (including the processor’s “know your customer” checks). Approval is at our discretion and may be suspended or revoked at any time.

Setting your price. You may offer one paid subscription to your Individual AI and set its monthly price between $5 and $100 (USD). Multiple subscriptions or pricing tiers are not currently supported. You may change your price prospectively; existing subscribers continue at their current price until their next renewal after we provide notice. This subscription price is what your subscribers pay you for access to your Individual AI; it is separate from, and additional to, the platform membership tiers (Free, Basic, Premium, and Professional) that members pay Uare.ai under Section 1.

How payments are processed; merchant of record. Subscriptions to your Individual AI are processed through a connected payment account that you establish and control with our payment processor, Stripe, Inc. (“Stripe”). For these transactions, you act as the merchant of record, and the payment processor’s terms apply to you. Uare.ai facilitates checkout on your behalf and applies its Revenue Share; Uare.ai does not take possession of subscriber funds for these transactions.

Your Stripe Connected Account. To monetize, you must create and maintain a Stripe Connected Account and, as part of onboarding, review and agree to the Stripe Connected Account Agreement (which incorporates the Stripe Services Agreement). That agreement is between you and Stripe; Uare.ai is not a party to it, and you are responsible for complying with it. You must provide accurate, complete, and current identity, business, bank, and tax information and complete Stripe’s identity verification and “know your customer” verification checks; if Stripe cannot verify you or required information is missing, your ability to monetize and to receive payouts may be delayed, suspended, or denied. Your Connected Account is subject to Stripe’s requirements, including its list of restricted and prohibited businesses, and you may not use it for any activity Stripe prohibits. Stripe, not Uare.ai, controls payment processing and your Connected Account, and may hold, reserve, freeze, restrict, or close it and withhold, delay, or reverse funds in accordance with its agreements; Uare.ai is not responsible for Stripe’s decisions, payout timing, reserves, or account actions, and you are responsible for any negative balance on your Connected Account. You authorize Uare.ai to instruct Stripe to collect and transfer its Revenue Share and to process refunds, transfer reversals, and related adjustments on transactions for your Individual AI.

Revenue share. You agree that Uare.ai will share in your subscription revenue by retaining a revenue share equal to thirty percent (30%) of the gross subscription price for each subscription to your Individual AI (the “Revenue Share”). Because you act as the merchant of record, the payment processor’s transaction fees are charged to your connected account and are deducted from your portion. Your net amount is the subscription price minus the Revenue Share and the payment processor fees, and will therefore be less than seventy percent (70%) of the subscription price. For example, on a $10.00 monthly subscription, the Revenue Share is $3.00, the processing fee is approximately $0.59, and you net approximately $6.41. We may change the Revenue Share on a prospective basis with notice as described in Section 8.

Payouts. Your earnings (your subscription revenue minus our Revenue Share and payment processor fees) are paid to your connected account on the payment processor’s standard payout schedule. Uare.ai does not hold your earnings or control payout timing. The payment processor may apply minimum balances, reserves, holds, or other requirements to your connected account.

Refunds, chargebacks, and disputes. As the merchant of record for subscriptions to your Individual AI, you are responsible for refunds, chargebacks, and disputes relating to those subscriptions, and corresponding amounts may be debited from your connected account or your linked external bank account by the payment processor. Except as required by applicable law, subscriptions to a Professional’s Individual AI are not refundable for partial billing periods. Uare.ai may, at its discretion and on your behalf, manage, respond to, or contest chargebacks and disputes relating to your subscriptions, but is not obligated to do so.

Revenue Share on refunds. When a refund is issued to a subscriber for a subscription to your Individual AI, we reverse our Revenue Share in proportion to the amount refunded, so the Revenue Share applies only to amounts you ultimately retain. Payment-processor fees may not be recoverable and are addressed by the payment processor’s terms.

Downgrade by a Professional. If you change your membership to a tier below Professional (a “downgrade”) while you have active subscribers, and your Individual AI remains available, your subscribers’ subscriptions continue: they keep access and continue to be billed unless they cancel, and you continue to receive subscription payouts, minus our Revenue Share. While you are below the Professional tier, your monetization controls are frozen: you cannot add new subscribers, change your subscription price or paywalled content, or change the visibility or status of subscriber-only content until you return to the Professional tier.

Deleting your Individual AI or account; winding down. If you delete your Individual AI or your account while you have active subscribers, monetization winds down: new subscriptions stop immediately; existing subscribers’ auto-renewal is cancelled and they retain access through the end of their then-current paid period, after which access ends. Monthly subscribers are not refunded for the current period. Subscribers on any prepaid term (such as an annual plan) receive a prorated refund of the unused full periods, and we reverse our Revenue Share on that refund. The memory and knowledge graph between a subscriber and your Individual AI is deleted when their access ends, and your deletion completes after the last subscriber’s paid period ends.

Suspension or termination for cause. If we suspend or terminate your monetization for fraud, a violation of these terms, or legal or regulatory risk, new subscriptions stop and subscriber access ends; subscribers on a prepaid term still receive a prorated refund of unused periods, funded from amounts otherwise payable to you.

Taxes. You are solely responsible for all taxes on your earnings. The payment processor collects your tax information (such as a Form W-9 or W-8BEN) during onboarding and issues tax forms (such as a Form 1099-K) where applicable. Uare.ai does not provide tax advice.

Compliance. You must comply with the Terms of Service, our content and conduct rules, all consent and authorization requirements for your Individual AI, and applicable law. Uare.ai may suspend or terminate your monetization, and withhold or reverse amounts attributable to its Revenue Share, for violations, fraud, regulatory risk, or conduct that poses reputational or legal risk to Uare.ai.

13. Contact

Questions about these Subscription Terms, billing, or refunds? Contact us at info@uare.ai or at:

Uare.ai, Inc.
2625 Middlefield Rd
Palo Alto, CA 94306
Attn: Legal