Terms of Service

Last Updated: January 2025

1. Agreement to Terms

By accessing or using the Universal AI Cloud service ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service.

2. Description of Service

2.1 Universal AI Cloud Platform

Universal AI Cloud is a hosted environment for deploying AI agents that assist with business and personal productivity tasks, including but not limited to:

• Email management and prioritization
• Calendar and appointment scheduling
• Task management and organization
• Knowledge management and retrieval
• Communication across multiple channels (SMS, web chat, email)
• Web browsing and information retrieval
• Custom skills and integrations

2.2 Agent Types

The Service offers different types of AI agents:

• ESA (Executive Support Agent): Provides comprehensive executive assistance with email, calendar, tasks, and decision support
• CSA (Communications Support Agent): Specializes in customer communications and message management

2.3 No Legal or Professional Agency

Our AI agents act solely as software services. They do not constitute legal agents and do not provide legal, medical, financial, or other professional advice. You remain solely responsible for all decisions and actions taken based on agent outputs.

3. Subscription and Fees

3.1 Subscription License

Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, limited right to access and use the Service for your internal business or personal purposes.

3.2 Pricing

Our standard pricing structure includes:

• Plain Agent: $9.99 per Agent per month (includes Basic Knowledge, Web Chat, Web Dashboard)
• Standard Skills: $9.99 per skill per Agent per month
• Standard Channels: $9.99 per channel per Agent per month
• Custom Skills/Channels: Custom pricing as specified
• Priority Support: $499 per month
• VIP Support: $499 per hour

All fees are exclusive of applicable taxes and third-party service fees unless otherwise stated.

3.3 Minimum Commitment and Trial

• New subscriptions include a one (1) week risk-free trial
• After the trial, a minimum three (3) month commitment applies
• You may cancel during the trial period with no charges for recurring subscription fees
• Early termination after the trial does not relieve you of the three-month minimum commitment

3.4 Annual Prepayment Discount

Prepaying for twelve (12) consecutive months provides a 10% discount on recurring subscription fees. Prepaid fees are non-refundable except in cases of our material uncured breach.

3.5 Payment Terms

• Subscription fees are billed monthly or annually (as selected)
• Payment is due at the beginning of each billing period
• We accept credit cards and other payment methods as indicated during signup
• Failure to pay may result in suspension or termination of service

4. Account Responsibilities

4.1 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access
• Using strong passwords and enabling available security features

4.2 Acceptable Use

You agree to use the Service only for lawful purposes. You shall not:

• Use the Service to violate any applicable law or regulation
• Send spam, unsolicited communications, or conduct illegal robocalls
• Violate privacy, consumer protection, or communications laws (including CAN-SPAM, TCPA)
• Attempt to reverse engineer, decompile, or modify the Service
• Use the Service to develop competing products or services
• Interfere with or disrupt the Service or servers
• Access or use another user's account without permission
• Transmit malware, viruses, or harmful code

5. Your Data

5.1 Data Ownership

You retain all rights, title, and interest in your data, content, and information ("Client Data") that you provide to the Service. We claim no ownership over Client Data.

5.2 License to Process Data

You grant us a limited license to access, process, and store your Client Data solely to:

• Provide, maintain, and improve the Service
• Ensure security and prevent abuse
• Comply with legal obligations
• Provide customer support

5.3 Data Protection

We process your data as a service provider/contractor on your behalf. For complete details on how we protect your data, please review our Privacy Policy.

5.4 Data Backup and Export

We maintain regular backups of your data. Upon request within 30 days of termination, we will provide you with a commercially reasonable export of your data.

6. Intellectual Property

6.1 Our Property

The Service, including its technology, software, algorithms, models, user interface, and documentation (excluding your Client Data) are owned by Universal Informatics LLC and are protected by intellectual property laws.

6.2 Feedback

If you provide feedback, suggestions, or ideas about the Service, we may use them without any obligation to you.

7. Third-Party Services

The Service integrates with third-party services (Google, Microsoft, OpenAI, etc.). Your use of these integrations is subject to their respective terms and policies. We are not responsible for third-party services or their availability.

8. Service Availability

8.1 Uptime

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be unavailable due to maintenance, updates, or circumstances beyond our control.

8.2 Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Service with reasonable notice. We are not liable for any modifications or discontinuations.

9. Termination

9.1 Termination by You

You may terminate your subscription at any time by contacting us. You remain responsible for fees through the end of your current billing period or minimum commitment period, whichever is later.

9.2 Termination by Us

We may suspend or terminate your access to the Service:

• For violation of these Terms
• For non-payment of fees
• If required by law
• For conduct that may harm us or other users

9.3 Effect of Termination

Upon termination:

• Your access to the Service will cease
• You must pay all outstanding fees
• You may request data export within 30 days
• We may delete your data after the 30-day period

10. Warranties and Disclaimers

10.1 Service Warranty

We will provide the Service in a professional manner consistent with industry standards.

10.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Service will be uninterrupted, secure, or error-free
• Results obtained from the Service will be accurate or reliable
• Any errors will be corrected
• AI agent outputs will be error-free or suitable for any particular purpose

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

11.2 Liability Cap

OUR TOTAL LIABILITY ARISING OUT OF THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Exceptions

The limitations above do not apply to:

• Your payment obligations
• Your violation of our intellectual property rights
• Your violation of applicable laws
• Matters that cannot be limited by law

12. Indemnification

You agree to indemnify, defend, and hold harmless Universal Informatics LLC, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your Client Data
• Your violation of any third-party rights

13. Governing Law and Disputes

13.1 Governing Law

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

13.2 Jurisdiction

Any disputes arising out of these Terms shall be resolved in the state or federal courts located in Orange County, California. You consent to the exclusive jurisdiction of these courts.

13.3 Dispute Resolution

Before filing any legal action, you agree to first contact us to attempt to resolve the dispute informally by sending a written notice to info@uniformatics.com.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any Order forms, constitute the entire agreement between you and Universal Informatics LLC regarding the Service.

14.2 Modifications

We may modify these Terms from time to time. We will notify you of material changes by email or through the Service. Your continued use after changes constitutes acceptance of the modified Terms.

14.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.5 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of such right or provision.

14.6 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet failures.

15. Contact Information

For questions about these Terms or the Service, please contact us: