Terms of Service

Acceptance of These Terms of Service

Uare.ai, Inc. (“Uare.ai,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website(s) located at https://www.uare.ai/ (the “Site”) and through our mobile applications and related technologies (“Mobile Apps”, and collectively, such Mobile Apps and the Site, including any updated or new features, functionality and technology, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

Your Privacy: At Uare.ai, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://www.uare.ai/privacy-policy (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein. Certain features collect and process biometric information, such as voiceprints and facial geometry; this is described in our Biometric Notice and Consent, located at https://www.uare.ai/biometric-notice-consent, and you must provide the consent described there before those features are enabled.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time, including the Uare.ai Affiliate Terms and Conditions located at https://www.uare.ai/affiliate-terms and, if you purchase a paid membership or credits, or are a Professional approved to monetize an Individual AI or a user interested in purchasing a subscription to an Individual AI made available by an approved Professional (“Subscriber”), Uare.ai’s Subscription, Credits and Creator Monetization Terms located at https://www.uare.ai/subscription-terms (the “Subscription Terms”). All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description:The Service is designed to, among other things, allow certain users to capture and input their voice, likeness, memories, personality traits, values and experiences to create, train, customize, evolve and interact with personalized AI models (including any avatar, voice configuration or other synthetic representation of an individual, collectively, “Individual AIs”). Furthermore, the Service allows users to publish and make their Individual AIs available for third parties to discover, interact with, and generate content through the Service, whether via private sharing, curated marketplaces, or other platform monetization features. Users who publish and make their Individual AIs available for third parties via the Service are referenced herein as “Professionals”.

Your Registration Obligations:You may be required to register with Uare.ai or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service as a Professional. If you are using the Services not as a Professional and are under 18 years old, you may use the Service, with or without registering, only with the express consent of your parent or guardian, and you agree to provide true, accurate, current, and complete information as requested by Uare.ai to confirm such express consent, provided that if you are under 13 years of age, you are not authorized to use the Service, with or without registering.

If you reside in the European Economic Area, Switzerland, or the United Kingdom, or any other jurisdiction that requires consent to provide an online service to a child, you must be at least the minimum age at which you may validly consent to the processing of your personal data under the laws of your country of residence. Where you are below that age, a parent or legal guardian must provide consent or authorization as required by applicable law before you may create an account or use the Service. We may deny access to, suspend, or terminate accounts where we reasonably believe a user does not satisfy applicable age or consent requirements, and we may request information reasonably necessary to verify age or parental authorization.

Member Account, Password, and Security:You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Uare.ai of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Uare.ai and its current and future affiliates (collectively, “Uare.ai Affiliates”) will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service: Uare.ai reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Uare.ai and Uare.ai Affiliates will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

General Practices Regarding Use and Storage:You acknowledge that Uare.ai may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Uare.ai’s or its third-party service providers’ servers on your behalf. You agree that Uare.ai has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Uare.ai reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Uare.ai reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Individual AIs

Creation of Individual AIs: As a Professional, you may create a Individual AI only of (a) yourself, or (b) an individual who has provided explicit, informed consent to the creation and intended use of such Individual AI. The creation, publication or use of any unauthorized Individual AI, including any deepfake or synthetic likeness of a person without their explicit consent, is strictly prohibited. By creating or publishing a Individual AI, you represent and warrant that you are the individual depicted or that you have obtained all necessary rights, licenses, and explicit consents required to create and use the Individual AI as contemplated by these Terms. You must retain documentation of such consent and, upon request, promptly provide reasonable proof of authorization to Uare.ai. Failure to do so constitutes a material breach of these Terms of Service. Uare.ai may suspend or terminate accounts, remove Individual AIs or disable access to the Service or any Individual AI if it reasonably believes a Individual AI was created or used without proper authorization.

Voice and Likeness Features: Certain features of the Service may allow your Individual AI, voice, likeness, style or other personal attributes to be used in synthetic audio, video, text or other AI-generated content, including in interactions with other users, connected third-party applications or content-creation tools. By enabling those features, you authorize Uare.ai and its service providers to use your User Content and related voice, likeness and Individual AI data to provide such features in accordance with your settings and these Terms of Service. You are responsible for managing any available feature settings and may not use these features to mislead others, impersonate any person without authorization or create content that violates applicable law or these Terms of Service.

Professional Monetization, Revenue Share and Payouts: Uare.ai may, in its sole discretion, permit certain approved Professionals to monetize access to, and Subscribers to subscribe to, the approved Professionals’ Individual AIs through paid subscriptions. Monetization access is not automatic and may be approved, suspended, or revoked at any time. Monetized subscriptions are processed by our third-party payment processor through a connected payment account that the Professional establishes and controls, and are subject to the Subscription Terms and the applicable payment processor’s terms. Uare.ai retains a platform fee from each transaction and the remainder is made available to the Professional, as further described in the Subscription Terms. A Professional’s earnings are based on the subscription revenue attributable to that Professional, subject to payment-processor fees, exclusions, reversals, refunds, chargebacks, taxes, and other adjustments as described in the Subscription Terms. Professionals are responsible for refunds, chargebacks, and disputes relating to subscriptions to their Individual AIs to the extent provided in the Subscription Terms and the payment processor’s terms. Professionals are solely responsible for all income, self-employment, and similar taxes arising from their earnings, and for any tax documentation, withholding, and reporting required of them, including as collected through the payment processor’s onboarding. Uare.ai may suspend monetization, withhold or reverse amounts attributable to its platform fee, or terminate monetization rights for violations of these Terms of Service (including the Subscription Terms), fraud, regulatory risk, intellectual property or publicity violations, or conduct that poses reputational or legal risk to Uare.ai.

Conditions of Access and Use

User Conduct:You are solely responsible for all video, images, information, data, text, software, music, sound, photographs, graphics, messages, code, and other materials (“content”) that you make available to Uare.ai, including by uploading, posting, publishing, transmitting or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). If you are a Professional, all content that you provide for the purpose of training your Individual AI also constitutes your User Content. The following are examples of the kinds of content and/or uses that are illegal or prohibited by Uare.ai. Uare.ai reserves the right to investigate and take appropriate legal action against anyone who, in Uare.ai’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

• email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Uare.ai, is objectionable or which restricts or inhibits any other person from using or enjoying the Service or which may expose Uare.ai or its users to any harm or liability of any type;
• interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
• violate any applicable local, state, national, or international law, or any rule, guidance, or regulations having the force of law;
• (i) incite, encourage, or facilitate self-harm or suicide; (ii) unlawfully discriminate against or target individuals on the basis of protected characteristics; or (iii) commit, assist, or enable fraud or other illegal activity;
• impersonate any person or entity, bypass identity or consent safeguards (including attempts to defeat provenance, labeling, or other platform guardrails) or falsely state or otherwise misrepresent your affiliation with a person or entity;
• solicit personal information from anyone under the age of 18;
• harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
• further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
• obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
• circumvent, remove, alter, deactivate, degrade, or thwart any of the safety, content or technical protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks;
• scrape, crawl, harvest, index, or systematically extract data or content from the Service (including any Individual AI, Output, Service Content, or user personas) by automated means or otherwise;
• reverse engineer, decompile, disassemble, translate, or otherwise attempt to discover the source code, underlying models, model weights, architecture, prompts, training data, or non-public APIs of the Service;
• probe, test, or attempt to circumvent any rate limits, authentication measures, access controls, or technical safeguards;
• use the Service to build, train, benchmark, or improve any competing product or model;
• attempt to extract, replicate, clone, or reconstruct any Individual AI, user persona, or underlying AI model; or
• engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

If you are blocked by Uare.ai from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Any automated access to the Service, including through any API, bot, script, or similar technology, must strictly comply with Uare.ai’s published documentation, usage policies, and rate limits. Use of the Service in excess of authorized rate limits, or in a manner that imposes unreasonable load or degrades performance, is strictly prohibited.

Programmatic Access; API Keys:Certain features of the Service may allow you to access or expose your Individual AI through APIs, SDKs or other programmatic access tools. You are responsible for all activity conducted using credentials issued to or generated by you, whether or not authorized by you. You may not share, sell, sublicense, transfer or otherwise make available any API key or programmatic access credentials except as expressly permitted by Uare.ai. All programmatic access must comply with Uare.ai’s documentation, usage limits and policies, and may not be used to reverse engineer the Service, extract models or data, train or improve competing models or circumvent safety or access controls. Uare.ai may suspend, revoke or limit programmatic access at any time to protect the Service, users or third parties.

Fees:To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Uare.ai that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Uare.ai or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Uare.ai the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Uare.ai (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges, you must let Uare.ai know within sixty (60) days after the date that Uare.ai charges you, or within such longer period of time as may be required under applicable Law. We reserve the right to change Uare.ai’s prices. If Uare.ai does change prices, Uare.ai will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Uare.ai’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Uare.ai’s net income.

Payment Processing:Notwithstanding any amounts owed to Uare.ai hereunder, UARE.AI DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use third-party payment processors (collectively, “Payment Processors”). These payment processing services are provided by the Payment Processors and are subject to the applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively, the “Payment Processor Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact the applicable Payment Processor for more information. Uare.ai assumes no liability or responsibility for any payments you make through the Service.

Automatic Renewal Disclosure; Cancellation:If you enroll in a subscription plan (including a subscription to access a Professional’s Individual AIs pursuant to the Subscription Terms), your subscription will automatically renew at the end of each billing period (monthly, annual, or as otherwise disclosed at the time of purchase) unless you cancel prior to the renewal date. The applicable renewal term, renewal price, and billing frequency will be clearly disclosed at checkout and in your account settings. You may cancel your subscription at any time through your account settings. Cancellation will be effective at the end of the then-current billing period unless otherwise stated at the time of cancellation. Except as otherwise stated at the time of purchase, if you cancel a prepaid subscription before the end of the applicable billing period, Uare.ai may, in its discretion or where required by applicable law, provide a pro-rated refund for the unused portion of the subscription term. No refunds will be provided for partial billing periods already used, except as required by applicable law. If Uare.ai materially changes subscription pricing or renewal terms, we will provide advance notice consistent with these Terms of Service. Your continued use of the Service after such changes take effect constitutes your agreement to the updated pricing or renewal terms.

Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Service for any commercial purposes.

Competitors: No employee, independent contractor, agent, or affiliate of any competing company is permitted to view, access, or use any portion of the Service without express written permission from Uare.ai. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Uare.ai or any Uare.ai Affiliate, or acting on behalf of a competitor of Uare.ai or any Uare.ai Affiliate in using or accessing the Service.

Mobile Services and Software

Mobile Services:The Service includes certain services that are available via a mobile device, including (a) the ability to upload content to the Service via a mobile device, (b) the ability to browse the Service and the Site from a mobile device, and (c) the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

Telephonic Communications Services:By using the Service and providing us with your telephone number(s), you are consenting to be contacted by Uare.ai or Uare.ai Affiliates or their partners by telephone (including on a recorded line), automated calling, automated telephone dialing system calling, automated system calling, artificial voice or pre-recorded calling, text message, SMS and/or MMS message, fax, or other telephonic or electronic means for marketing, solicitation, informational, or another purpose, even if your telephone number(s) is registered on the National Do Not Call List, a state Do Not Call List, or the internal Do Not Call List of Uare.ai or Uare.ai Affiliates or their partners. You may be required to respond to an initial call or message as instructed to complete your registration and confirm enrollment to receive such calls, texts or other telephonic communications. You do not have to consent to receive calls or text messages from Uare.ai or Uare.ai Affiliates or their partners for marketing or solicitation purposes to purchase Uare.ai’s products or services. In the event you no longer wish to receive such calls, text messages or other telephonic communications, you agree to notify Uare.ai or Uare.ai Affiliates or their partners, as applicable, directly. In the event you change or deactivate your telephone number, you agree to promptly update your Uare.ai account information to ensure that your messages are not sent to a person that acquires your old telephone number.

There is no additional charge for telephonic communications, but your carrier’s standard message and data rates apply to any calls, text messages, SMS or MMS messages you send or receive. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any calls, text messages, SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan.

By reply to any text, SMS, or MMS message you receive from us, you may text “STOP” to cancel or “HELP” for customer support information. If you choose to cancel text, SMS, or MMS messages from us, you agree to receive a final message from us confirming your cancellation.

Mobile App License: Subject to these Terms of Service, Uare.ai hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.

Ownership; Restrictions:The technology and software underlying the Service or distributed in connection therewith are the property of Uare.ai, Uare.ai Affiliates, and their licensors (including the Mobile Apps, the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Uare.ai.

Special Notice for International Use; Export Controls: Uare.ai is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the Laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. When accessing, browsing, or otherwise using the Site, Mobile Apps, Software, or any other aspect of the Service, you agree to comply with all, and not cause Uare.ai to violate any, applicable sanctions and export controls laws and regulations administered by the United States or any other applicable authority, including without limitation the Export Administration Regulations, the International Traffic in Arms Regulations, and/or the Office of Foreign Assets Control Regulations (“Trade Laws”). Without limiting the foregoing, you agree not to upload or export, reexport, or transfer any items (including technology) in violation of any Trade Laws; Professionals shall not violate Trade Laws when creating or training Individual AIs or when interacting or transacting with Subscribers. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export Laws. Downloading, accessing, or using the Software or Services is at your sole risk.

Third-Party Distribution Channels:Uare.ai offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.

Apple-Enabled Software:With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:

• Uare.ai and you acknowledge that these Terms of Service are concluded between Uare.ai and you only, and not with Apple Inc. (“Apple”), and that as between Uare.ai and Apple, Uare.ai, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
• You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
• Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs.
• Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
• Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, if any, to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Uare.ai’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
• Uare.ai and you acknowledge that Uare.ai, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.
• In the event of any third-party claim that the Apple-Enabled Software or your possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Uare.ai and Apple, Uare.ai, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
• You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
• You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software, e.g., your wireless data service agreement.
• Uare.ai and you acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.

If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they should be directed to Uare.ai as follows:

• Email: info@uare.ai
• Phone: (949) 370-1608
• Mail: Uare.ai, 170 State Street, Suite 200, Los Altos, CA, 94022

Google-Sourced Software:The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and Uare.ai only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Uare.ai, and not Google, is solely responsible for Uare.ai’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to Uare.ai’s Google-Sourced Software.

Open Source Software: The Software distributed by us may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which can be found at https://www.uare.ai/oss. If required by any license for particular open source software, Uare.ai makes such open source software, and Uare.ai’s modifications to that open source software (if any), available by written request to legal@uare.ai. Copyrights to the open source software are held by the respective copyright holders indicated therein.

Intellectual Property Rights and AI Output

Service Content:You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and Laws. Except as expressly authorized by Uare.ai, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks:The Uare.ai name and logos are trademarks and service marks of Uare.ai (collectively the “Uare.ai Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Uare.ai. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Uare.ai Trademarks displayed on the Service without our prior written permission in each instance. All goodwill generated from the use of Uare.ai Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Uare.ai or any Uare.ai Affiliate be liable in any way for any content or materials of any third parties (including Individual AIs, Inputs or Outputs or other content of users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Uare.ai does not pre-screen content, but that Uare.ai and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Uare.ai and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Uare.ai, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title, and interest in and to your User Content, including all copyrights and rights of publicity contained therein. You hereby grant Uare.ai and Uare.ai Affiliates, and their successors and assigns, a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers) license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content (including any name, username, voice, image or likeness incorporated therein or otherwise provided by you), in any form, medium or technology now known or later developed, (a) in connection with the operation and provision of the Service and Individual AIs, including (if you are a Professional) the training of one or more AI models for your Individual AI(s); and (b) as otherwise set forth in our Privacy Policy. You irrevocably waive any claims and assertions of moral rights or attribution with respect to your User Content. You assume all risk associated with your User Content and the transmission of your User Content and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content.

You hereby authorize Uare.ai and Uare.ai Affiliates and their third-party service providers to collect and analyze User Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data relating thereto (collectively, “Usage Data”). Uare.ai and Uare.ai Affiliates may use Usage Data for any purpose in accordance with applicable Law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Uare.ai or any Uare.ai Affiliate are non-confidential and Uare.ai and Uare.ai Affiliates will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Uare.ai may preserve User Content and may also disclose User Content if required to do so by Law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable Law, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Uare.ai, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Input and Output:Certain features of the Service permit users to provide prompts or other input (collectively, “Input”) in order to receive output generated by a Individual AI or other feature of the Service based on such Input (“Output”). By using such features, you expressly consent to Uare.ai, Uare.ai Affiliates and their service providers collecting or recording your Input and processing it to generate Output. You agree not to state or suggest that Output was human-generated when it is not. We claim no ownership rights in and to any Output. You are responsible for all of your Input and Output, including for ensuring that it does not violate any applicable law or these Terms of Service. You authorize Uare.ai and Uare.ai Affiliates to send your Input and receive Output via service providers.

The Service is not intended to be used, and you agree not to use, or permit any third party to use, the Service or any Individual AI to generate any Output, for:

• any illegal activity;
• child sexual abuse material or any content that exploits or harms children;
• generation of hateful, harmful, discriminatory, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, offensive, violent, or otherwise objectionable content;
• generation of viruses or malware;
• any activity that has high risk of physical harm;
• any activity that has high risk of economic harm;
• fraudulent or deceptive activity;
• pornographic or adult content, adult industries or dating apps;
• political purposes, including political campaigning or lobbying;
• misleading civic participation (e.g., voting logistics) or covertly influencing political opinions;
• activity that violates any privacy, publicity or other rights;
• unauthorized practice of law or offering tailored legal advice without a qualified person’s review;
• extracting model weights or data, reverse engineering or replicating any Uare.ai models, building, training, developing, or improving voice models or circumventing safety systems;
• offering tailored financial or other professional advice;
• diagnosing a certain health condition, or providing treatment instructions; providing diagnostic or treatment services for serious medical conditions; triaging or managing life-threatening issues that need immediate attention; or
• high risk decision-making.

The foregoing are examples of Output that are illegal or prohibited by Uare.ai. Uare.ai reserves the right to investigate and take appropriate legal action against anyone who, in Uare.ai’s sole discretion, violates these Terms of Service, including suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities.

In addition, you will comply with any third party terms, guidelines, policies or the like to which we link in connection with your generation of Output or other use of any Individual AI.

Similarity of Output: Due to the nature of automated content generation, Output may not be unique across users and the Service may generate the same or similar output for you, Uare.ai or a third party. Other users may also provide similar Input and receive the same or similar Output. You hereby irrevocably release, acquit and forever discharge, and agree not to sue, Uare.ai or any Uare.ai Affiliates, or any of their employees, officers, directors or representatives, with respect to any liability for direct or indirect copyright, trademark or other infringement, misappropriation or violation of any rights with respect to Output.

Output is Synthetic: You acknowledge and agree that any face, voice or other human characteristic generated by the Service or a Individual AI is solely synthetic and is not intended to depict a specific person. You will not indicate to others that any Output relates to a specific person.

Accuracy: Use of the Service or any Individual AI may in some situations result in incorrect Output that does not accurately reflect real people, places or facts, or the views of the Professional associated with the applicable Individual AI. You agree to evaluate and be responsible for the accuracy of any Output as appropriate for your use case.

Other Limitations: You acknowledge and agree that, in addition to the limitations and restrictions set forth in these Terms of Service, there are numerous limitations that apply with respect to Output due to the fact that it is automatically generated, including that (a) it may contain errors or misleading information, (b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (c) AI systems can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense, (d) AI systems do not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey, (e) AI systems can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive, (f) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making, (g) AI systems require large amounts of data to train and generate content, and the data used to train AI systems may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output, and (h) Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.

AI-to-AI Interactions; Synthetic Disclosure:Some features of the Service may permit Individual AIs to interact with one another. You acknowledge that any such interaction is synthetic and, where applicable, will be labeled or otherwise disclosed as synthetic in accordance with applicable law and Uare.ai’s policies. You will not represent any AI-to-AI Output as live human speech, endorsement, or conduct. AI-to-AI interactions are experimental and may produce unpredictable, inaccurate, offensive, or harmful Outputs. By using or enabling AI-to-AI features you assume all risk arising from those interactions, including any reliance on Outputs, transactions entered into on the basis of Outputs, or any downstream uses by third parties. To the fullest extent permitted by law, Uare.ai is not responsible for harm, loss, or claims arising from AI-to-AI interactions or related Outputs. Uare.ai may implement labeling, rate limits, monitoring, and other safeguards for AI-to-AI interactions and may suspend or disable such features to address safety or legal concerns. Failure to follow required disclosure or safety procedures for synthetic interactions is a material breach of these Terms of Service.

If you make a Individual AI available for such AI-to-AI interactions, you authorize other users to invoke that Individual AI in accordance with your settings and any applicable subscription requirements. Outputs from an invoked Individual AI may be visible to the invoking user and used as context in that user’s session. No confidentiality obligation applies to such Outputs. You may not use Outputs from another user’s Individual AI to reverse engineer, clone, reconstruct or otherwise extract that user’s persona, Individual AI or underlying model.

If you invoke or permit another user’s Individual AI to assist you in an AI-to-AI interaction, including to take action within Third-Party Services you have connected, you authorize Uare.ai, its service providers and the invoked Individual AI to use your applicable permissions or OAuth scopes to process that interaction and perform the requested action. You remain responsible for reviewing requested actions, managing your connected-service permissions and revoking access when appropriate.

Individual AI Interactions: By interacting with a Individual AI, you authorize Uare.ai to share the Inputs and context you provide in that interaction with the applicable Individual AI to generate the requested Output. Outputs from a Individual AI are AI-generated, may be inaccurate and do not constitute professional, legal, medical, financial or other regulated advice. You remain responsible for evaluating and relying on any such Output.

Published Content: If you publish, post or share through the Service any content, including any Output or other User Content, you are solely responsible for such content and for ensuring that it complies with these Terms of Service and applicable law. Uare.ai may use automated or human review tools to screen, block, remove or restrict publicly available content, including where such content is flagged as harmful, unlawful, infringing, misleading or otherwise inconsistent with these Terms of Service. Uare.ai may retain moderation records for compliance, safety and enforcement purposes in accordance with its Privacy Policy. Private conversations with Individual AIs are not subject to pre-publication moderation.

Memory; Imports and Exports: Certain features of the Service may extract, store and use information from your Inputs, Outputs, User Content, conversations and uploaded or imported materials to personalize your experience and improve the operation of your Individual AI. If you export memories, context, transcripts or other Individual AI-related data from the Service, you are responsible for your use, disclosure and protection of that exported data. Uare.ai may reject, remove or disable imported materials or memories in its discretion, including if they violate these Terms of Service or applicable law.

IP Complaints: Uare.ai respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Uare.ai of your infringement claim in accordance with the procedure set forth below.

Uare.ai will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property Laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Uare.ai’s Copyright Agent at legal@uare.ai (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail or facsimile at:

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

To be effective, the notification must be in writing and contain the following information:

• a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
• identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
• identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the Law; and
• a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.

Counter-Notice:If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the Law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

• your physical or electronic signature;
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and
• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Uare.ai will send a copy of the counter-notice to the original complaining party informing them that Uare.ai may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Uare.ai or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy:In accordance with the DMCA and other applicable Law, Uare.ai has adopted a policy of terminating, in appropriate circumstances and at Uare.ai’s sole discretion, the accounts of users who are deemed to be repeat infringers. Uare.ai may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third-Party Services and Websites

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Service via various online Third-Party Services. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage, and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Uare.ai has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Uare.ai or any Uare.ai Affiliate, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Uare.ai enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Uare.ai and Uare.ai Affiliates will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

In addition, certain features of the Service may allow you to connect your account to Third-Party Services and authorize Uare.ai, its service providers and Individual AIs to access, retrieve, use or take actions within such Third-Party Services on your behalf. By enabling any such connection, you authorize Uare.ai and its service providers to act within the scope of the permissions you grant. You are solely responsible for selecting, monitoring and revoking such permissions and for reviewing any actions taken through connected Third-Party Services. Uare.ai does not assume any fiduciary, professional or other duties in connection with such features, and is not responsible for any such Third-Party Services, their content or unintended actions resulting from AI-generated instructions, errors or content, including prompt-injection or similar attacks.

Indemnification

To the extent permitted under applicable Law, you agree to defend, indemnify, and hold harmless Uare.ai and Uare.ai Affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Uare.ai Parties”), from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to (a) your use of the Service, any Individual AI, any User Content, any Input or Output, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another, or (b) creation, publication or distribution of any Individual AI or Output. Uare.ai will provide notice to you of any such claim, suit, or proceeding. Uare.ai reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Uare.ai’s defense of such matter. You may not settle or compromise any claim against the Uare.ai Parties without Uare.ai’s written consent.

Disclaimer of Warranties

Limitation of Liability

Dispute Resolution By Binding Arbitration

Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Uare.ai, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Uare.ai are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief

Pre-Arbitration Dispute Resolution

Uare.ai is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at disputes@uare.ai. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Uare.ai should be sent to Uare.ai, 170 State Street, Suite 200, Los Altos, CA, 94022; Attn: Legal (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Uare.ai and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Uare.ai may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Uare.ai or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Uare.ai is entitled.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Uare.ai and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Uare.ai agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Uare.ai or you under the AAA Rules, Uare.ai and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Uare.ai will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Uare.ai will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Uare.ai agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Uare.ai written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Cancellation and Termination

You may cancel your account at any time through the account settings within the Service. Upon cancellation, your access to the Service will be terminated in accordance with these Terms of Service. You agree that Uare.ai, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Uare.ai believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. Uare.ai may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Uare.ai may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Uare.ai and Uare.ai Affiliates will not be liable to you or any third party for any termination of your access to the Service.

Subject to applicable law and adherence to Uare.ai’s backup, archival, and legal compliance requirements and processes, Uare.ai will delete or de-identify your User Content and, if you are a Professional, any Individual AI you created following account cancellation. If you are a Professional with active paid subscribers, your downgrade, deletion of an Individual AI, or account closure is subject to the monetization wind-down described in the Subscription Terms: a downgrade that keeps your Individual AI available does not end existing subscriptions, and on deletion existing subscribers retain access through the end of their current paid period before your Individual AI is removed from public availability. Otherwise, any publicly accessible Individual AI associated with your account will be removed from public availability via the Service and will no longer be accessible to other users. Notwithstanding the foregoing, Uare.ai may retain limited information in order to comply with applicable law, enforce these Terms of Service, resolve disputes, prevent fraud or abuse, or maintain the integrity and security of the Service.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Uare.ai and Uare.ai Affiliates will have no liability or responsibility with respect thereto. Uare.ai reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Uare.ai governing your access and use of the Service, and supersede any prior agreements between you and Uare.ai with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Uare.ai submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco, California. The failure of Uare.ai to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any Law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Uare.ai, but Uare.ai may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Uare.ai will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Uare.ai’s reasonable control.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Uare.ai, 170 State Street, Suite 200, Los Altos, CA, 94022, Attn: Legal; Phone: (949) 370-1608.

U.S. Government Restricted Rights

The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).

Questions? Concerns? Suggestions?

Please contact us at info@uare.ai or Uare.ai, 170 State Street, Suite 200, Los Altos, CA, 94022, Attn: Legal to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.