Last revised · April 29, 2026

Terms of Service

Acceptance of These Terms of Service

Uare.ai, Inc. (“Uare.ai,” “we,” “us,” or “our”) provides services through:

Website: https://www.uare.ai/
Mobile applications and related technologies (“Mobile Apps”)
Collectively referred to as the “Service”

All access and use requires acceptance of these Terms of Service. By accessing, browsing, or using the Service, you acknowledge agreement to be bound by these terms.

Right to Modify Terms

Uare.ai reserves the right to change or modify these Terms of Service at any time. Changes will be posted on this page with an updated revision date. Material changes will be communicated through:

Service user interface
Pop-up notices
Email
Other reasonable means

Continued use after changes become effective constitutes acceptance. Users should periodically review the current Terms.

Please read these Terms of Service carefully, as they contain an agreement to arbitrate and other important information regarding your legal rights, remedies, and obligations. The agreement to arbitrate requires (with limited exception) that you submit claims you have against us to binding and final arbitration, and further (1) you will only be permitted to pursue claims against Uare.ai on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis, and (3) you may not be able to have any claims you have against us resolved by a jury or in a court of law.

Privacy

Uare.ai respects user privacy. See the Privacy Policy for details. By using the Service, users consent to collection, use, and disclosure of personal data as outlined in the Privacy Policy.

Additional Terms

Additional terms may apply to specific features and are incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description

The Service allows users to:

Capture voice, likeness, memories, personality traits, values, and experiences.
Create, train, customize, evolve, and interact with personalized AI models.
Create “Digital Twins” (avatars, voice clones, or synthetic representations).
Publish and make Digital Twins available for third parties to discover and interact with.
Generate content through private sharing, curated marketplaces, or other platform features.

Users who publish Digital Twins are referenced as “Professionals.”

Your Registration Obligations

Registration may be required to access certain Service features. Users must:

Provide true, accurate, current, and complete information as prompted.
Maintain accurate registration data.

Age Restrictions:

Under 18: Not authorized as a Professional.
Under 18 (non-Professional use): May use only with express parental/guardian consent.
Under 13: Not authorized to use the Service in any capacity.

EEA, Switzerland, and UK Users:Users must be at least the minimum age to consent to data processing under their country’s laws. Below that age, parental/legal guardian consent is required.

Uare.ai may:

Deny access or terminate accounts for age/consent violations.
Request information to verify age or parental authorization.

Member Account, Password, and Security

Users are responsible for:

Maintaining password and account confidentiality.
All activities occurring under their password or account.
Immediately notifying Uare.ai of unauthorized access or security breaches.
Logging out at the end of each session.

Uare.ai and its affiliates are not liable for losses from failure to comply with these obligations.

Modifications to Service

Uare.ai reserves the right to:

Modify or discontinue the Service (or any part) temporarily or permanently.
Provide notice or operate without notice.

Uare.ai and its affiliates are not liable for modifications, suspensions, or discontinuances.

General Practices Regarding Use and Storage

Uare.ai may establish limits on Service use, including data retention periods and storage space.
Uare.ai has no responsibility for data deletion or failure to store content.
Accounts inactive for extended periods may be terminated.
Uare.ai reserves the right to change these practices at any time, with or without notice.

Digital Twins

Creation of Digital Twins

Professionals may create Digital Twins only of:

Themselves, or
Individuals who have provided explicit, informed consent.

Prohibited Activities:

Creating unauthorized Digital Twins.
Creating deepfakes or synthetic likenesses without explicit consent.

Representation and Warranties: By creating or publishing a Digital Twin, users represent and warrant:

They are the individual depicted, OR
They have obtained all necessary rights, licenses, and explicit consents.
They have retained documentation of consent.
Upon request, they will promptly provide reasonable proof of authorization.

Consequences of Violation:

Material breach of Terms of Service.
Account suspension or termination.
Digital Twin removal.
Access to Service or specific Digital Twin may be disabled.

Conditions of Access and Use

User Conduct

Users are solely responsible for all content they make available to Uare.ai through uploading, posting, publishing, transmitting, or displaying (“User Content”), including video, images, information, data, text, software, music, sound, photographs, graphics, messages, code, and other materials.

For Professionals: Content provided to train Digital Twins constitutes User Content.

Prohibited Content and Activities:Uare.ai reserves the right to investigate and take appropriate legal action, including removing offending content, suspending or terminating violators’ accounts, and reporting to law enforcement.

Users agree not to use the Service to:

Upload content that infringes intellectual property or proprietary rights; the user lacks the right to upload under law or contractual relationships; contains viruses, malware, or code designed to disrupt functionality; poses privacy or security risks; constitutes unsolicited advertising, spam, chain letters, pyramid schemes, contests, or sweepstakes; is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy, hateful, discriminatory, or otherwise objectionable; or restricts or inhibits others from using the Service or exposes Uare.ai to harm or liability.
Interfere with or disrupt the Service, servers, or connected networks.
Violate applicable local, state, national, or international law or regulations with legal force.
Incite, encourage, or facilitate self-harm or suicide; discriminate against protected characteristics; or commit fraud or illegal activity.
Impersonate any person or entity; bypass identity or consent safeguards; or misrepresent affiliation.
Solicit personal information from anyone under 18.
Harvest email addresses or contact information for unsolicited communications.
Advertise or offer to sell/buy goods or services for unauthorized business purposes.
Further criminal activity or provide instructional information about illegal activities.
Obtain or attempt to access content through unauthorized means.
Circumvent, remove, alter, deactivate, degrade, or thwart safety, content, or technical protections; geographic restrictions; or use VPNs to bypass restrictions.
Scrape, crawl, harvest, index, or systematically extract data or content (including Digital Twins, Output, Service Content, or user personas) by automated or manual means.
Reverse engineer, decompile, disassemble, translate, or attempt to discover source code, underlying models, model weights, architecture, prompts, training data, or non-public APIs.
Probe, test, or attempt to circumvent rate limits, authentication measures, access controls, or technical safeguards.
Use the Service to build, train, benchmark, or improve competing products or models.
Extract, replicate, clone, or reconstruct Digital Twins, user personas, or underlying AI models.
Engage in data mining, robots, scraping, or similar data gathering/extraction methods.

IP Address Blocking: Users blocked from accessing the Service agree not to circumvent blocking through IP masking, proxies, or VPNs.

Automated Access:Must strictly comply with Uare.ai’s published documentation, usage policies, and rate limits. Exceeding authorized rate limits or imposing unreasonable load is strictly prohibited.

Fees

If the Service or portion thereof is made available for a fee, users may be required to select a payment plan and provide credit card or payment instrument information. Information must be true and the user must be authorized to use it. Users must promptly update account information (billing address, card expiration, etc.) and agree to pay amounts specified in the payment plan according to plan terms and these Terms of Service.

Automatic Renewal Authorization: For subscriptions with automatic periodic renewal, users authorize Uare.ai (through Payment Processor) to bill the payment instrument in advance on a periodic basis until account termination.

Dispute Timeline: Disputes must be reported within 60 days of the charge date (or longer as required by law).

Price Changes:Uare.ai reserves the right to change prices. Notice will be provided through Service UI, pop-up, email, or other reasonable means. At least 30 days’ notice required before changes take effect. Continued use after a price change constitutes agreement to pay the new amount.

Tax Responsibility:Users are responsible for all taxes except those based on Uare.ai’s net income.

Payment Processing

Important Note: Uare.ai does not process payment for any services.

Uare.ai uses third-party Payment Processors for bank account, credit card, or debit card payments. These services are subject to Payment Processor terms, conditions, privacy policies, and agreements. By agreeing to these Terms of Service, users also agree to be bound by applicable Payment Processor Agreements. Uare.ai assumes no liability for payments made through the Service.

Users authorize Payment Processors to:

Store payment methods.
Continue billing after payment method expiration.
Avoid payment interruptions.

Automatic Renewal Disclosure; Cancellation

Subscriptions automatically renew at the end of each billing period (monthly, annual, or as disclosed).
Renewal terms, prices, and billing frequency are clearly disclosed at checkout and account settings.
Cancellation is available at any time through account settings.
Cancellation takes effect at the end of the current billing period (unless otherwise stated).
For prepaid subscriptions cancelled before the end of the billing period, Uare.ai may provide pro-rated refunds for unused portions (or as required by law). No refunds for partial billing periods already used (except as required by law).
If pricing or renewal terms materially change, advance notice will be provided per Terms of Service.

Commercial Use

Unless expressly authorized, users agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivatives, modify, sell, resell, grant access, transfer, or exploit any Service portion for commercial purposes.

Competitors

Employees, contractors, agents, or affiliates of competing companies cannot view, access, or use the Service without express written permission. By accessing the Service, users represent and warrant they are not a competitor (or acting for one).

Mobile Services and Software

Mobile Services

The Service includes:

Ability to upload content via mobile device.
Ability to browse Service/Site from mobile device.
Access to features and content through Mobile Apps (collectively, “Mobile Services”).

Standard charges, data rates, and fees from wireless carriers may apply. Downloading, installing, or using Mobile Services may be prohibited or restricted by carrier. Not all Mobile Services work with all carriers or devices.

Telephonic Communications Services

By using the Service and providing telephone numbers, users consent to contact by telephone (including recorded lines), automated calling or dialing systems, artificial voice or pre-recorded calling, text message, SMS, MMS, fax, or other telephonic or electronic means — for marketing, solicitation, informational, or other purposes, even if the number is on the National Do Not Call List, a state list, or internal lists.

Users do not have to consent to marketing/solicitation calls/texts to purchase products/services. To opt out, users must notify Uare.ai or its partners directly. Users may reply “STOP” to cancel or “HELP” for customer support information. Carrier’s standard message and data rates apply.

Mobile App License

Subject to these Terms of Service, Uare.ai grants users a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install the Mobile App on one mobile device and to use the Mobile App for personal use only to access the Service.

Ownership; Restrictions

Technology and software underlying the Service (including Mobile Apps, “Software”) are property of Uare.ai, affiliates, and licensors. Users agree not to copy, modify, create derivative works, reverse engineer, reverse assemble, or discover source code; sell, assign, sublicense, or transfer rights in the Software. All rights not expressly granted are reserved by Uare.ai.

Special Notice for International Use; Export Controls

Uare.ai is headquartered in the United States. Regardless of location, users are solely responsible for ensuring compliance with their specific jurisdiction’s laws. Software and data transmission are subject to U.S. export controls; Software cannot be downloaded, exported, or re-exported in violation of U.S. export laws. Downloading, accessing, or using Software/Services is at user’s sole risk.

Third-Party Distribution Channels

Uare.ai offers Software through the Apple App Store, Google Play Store, and other distribution channels. Users may be subject to Distribution Channel additional terms. These Terms of Service are between user and Uare.ai only — not with the Distribution Channel.

Apple-Enabled Software

These Terms of Service are concluded between Uare.ai and the user only — not with Apple Inc. (“Apple”). Uare.ai, not Apple, is solely responsible for Apple-Enabled Software and content. Users may not use Apple-Enabled Software in violation of or inconsistent with Apple Media Services Terms and Conditions. Apple has no obligation to provide maintenance or support for Apple-Enabled Software. Apple is not responsible for product warranties (express or implied). Apple and its subsidiaries are third-party beneficiaries of these Terms of Service regarding Apple-Enabled Software.

Contact for Apple-Enabled Software issues: Info@uare.ai· (949) 370-1608 · Uare.ai, 2625 Middlefield Rd, Palo Alto, CA 94306.

Google-Sourced Software

These Terms of Service are between user and Uare.ai only — not with Google, Inc. (“Google”). Use must comply with Google’s then-current Google Play Terms of Service. Google is only a provider of Google Play. Uare.ai, not Google, is solely responsible for Google-Sourced Software. Google has no obligation or liability regarding Google-Sourced Software or these Terms of Service.

Open Source Software

Software distributed by Uare.ai may contain or be provided with open source software subject to its own license terms. Open source software license terms can be found at https://www.uare.ai/oss. If required by any license, Uare.ai makes the open source software (and Uare.ai’s modifications, if any) available by written request to legal@uare.ai.

Connected Services and Agentic Actions

Connected Services

The Service includes features allowing Digital Twins to connect to and take actions on third-party services users authorize, including email, calendar, messaging services; document storage, productivity tools; customer relationship management; social media, payments, and similar applications. Each is a “Connected Service.”

Connected Service integrations are provided through the Model Context Protocol and Composio, Inc. (“Composio”). Each Connected Service is operated by a third party under their own terms/privacy policy. Uare.ai does not control any Connected Service and is not responsible for operation, availability, accuracy, or security. Users are responsible for complying with each Connected Service’s terms.

Authorization to Act

When connecting a Connected Service to a Digital Twin, users authorize Uare.ai and the Digital Twin to access, read, send, post, schedule, modify, or otherwise act on data within strictly authorized OAuth scopes at time of connection, and instruct Uare.ai to use provided credentials to interact with the Connected Service on their behalf.

Users may revoke any connection at any time through account settings or directly with the third-party service provider.

Limited Agency

Digital Twins act only within specific authorized OAuth scopes and only at user direction. Digital Twins are not legal agents, fiduciaries, attorneys-in-fact, or representatives for any purpose. Uare.ai does not assume agency, fiduciary, or professional duty to users or third parties based on Connected Service actions. Users remain responsible for reviewing all Digital Twin actions in Connected Services and the consequences of those actions.

OAuth Tokens Held by Composio

OAuth credentials and access tokens for Connected Services are held and managed by Composio (authorized sub-processor) and not directly stored by Uare.ai. When users disconnect a Connected Service through account settings, Uare.ai instructs Composio to revoke the underlying authorization. Users may also revoke directly with the third-party service provider.

Account Deletion and Connected Services

Deleting a Uare.ai account does not automatically revoke OAuth authorizations for Connected Services. To fully revoke a Connected Service authorization, users must either disconnect through account settings prior to deletion, or revoke directly at the third-party service provider or with Composio. Uare.ai is working to enable automatic revocation on account deletion.

Prompt Injection and Untrusted Content

AI systems reading and acting on third-party content are susceptible to “prompt injection” attacks where malicious or misleading instructions are embedded in third-party content and may cause unintended AI actions. Prompt injection is an unsolved, industry-wide challenge.

Users acknowledge and agree:

Uare.ai cannot guarantee all attacks will be detected/prevented.
Users are responsible for monitoring Digital Twin actions.
Users should limit authorized OAuth scopes to their risk tolerance.
Users should not authorize unsafe, irreversible, illegal, or materially consequential actions without direct review (e.g., financial transactions, public communications, third-party impacts).

No Liability for Unintended Actions Caused by Third-Party Content

To the maximum extent permitted by applicable law, Uare.ai disclaims liability for Digital Twin actions in Connected Services to the extent those actions were caused (wholly or partly) by malicious or misleading third-party content, including content in messages, documents, calendar invites, web pages, and materials accessed through Connected Services. This disclaimer adds to, and does not limit, warranty disclaimers and liability limitations elsewhere in these Terms of Service.

Compliance with Law

Users agree not to use Connected Services in violation of applicable law, including laws governing electronic communications; anti-spam (CAN-SPAM Act, foreign equivalents); automated telemarketing; defamation, intellectual property, privacy; financial transactions; and impersonation. Users will not direct Digital Twins to send communications impersonating others or to post content or take actions that mislead third parties about identity/affiliation. Uare.ai may suspend or terminate Connected Service access if reasonably believing Terms of Service violations are occurring.

Intellectual Property Rights and AI Output

Service Content

Users acknowledge the Service may contain content/features protected by copyright, patent, trademark, trade secret, and other proprietary rights and Laws. Except as expressly authorized by Uare.ai, users agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or Service Content. This does not apply to users’ own User Content uploaded/made available per these Terms of Service. Any Service or Service Content use other than as specifically authorized is strictly prohibited.

Trademarks

The Uare.ai name and logos are trademarks/service marks of Uare.ai. Other company names and logos may be trademarks of their respective owners. Nothing in these Terms or the Service grants, by implication, estoppel, or otherwise, any license or right to use Uare.ai Trademarks without prior written permission in each instance. All goodwill from Uare.ai Trademark use benefits Uare.ai exclusively.

Third-Party Material

Under no circumstances is Uare.ai or any Uare.ai Affiliate liable for content/materials of any third parties (including Digital Twins, Inputs, Outputs); errors/omissions in content; or any loss/damage from third-party content use. Uare.ai does not pre-screen content but has the right (not obligation) to refuse or remove content violating Terms or deemed objectionable. Users must evaluate and bear all risks from content use.

User Content

Users represent and warrant they own all right, title, and interest in User Content and own all copyrights and rights of publicity.

Users grant Uare.ai and Uare.ai Affiliates, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable license (directly and indirectly through multiple tiers) to copy, display, upload, perform, distribute, store, modify, and use User Content in any form, medium, or technology now known or later developed for: (a) operation/provision of the Service and Digital Twins (including AI model training for Professionals); and (b) as set forth in the Privacy Policy.

Users irrevocably waive claims and assertions of moral rights or attribution regarding User Content. Users assume all risk from User Content, its transmission, and its accuracy, quality, legality, and appropriateness.

Users authorize Uare.ai and affiliates and third-party service providers to collect and analyze User Content and related data/information and derive statistical and usage data (collectively, “Usage Data”). Uare.ai and affiliates may use Usage Data for any purpose per applicable Law and the Privacy Policy.

Any comments, suggestions, ideas, feedback, reviews, or information about the Service (“Submissions”) are non-confidential. Uare.ai and affiliates are entitled to unrestricted use and dissemination for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation.

Input and Output

By using features allowing Input (prompts or other input) to receive Output (Digital Twin or Service-generated output based on Input), users expressly consent to Uare.ai, affiliates, and service providers collecting/recording Input and processing Input to generate Output.

Users agree not to state or suggest Output was human-generated when it is not. Uare.ai claims no ownership rights in Output. Users are responsible for all Input and Output and ensuring they do not violate applicable law or these Terms of Service.

The Service is not intended and users agree not to use or permit third parties to use the Service or any Digital Twin to generate Output for:

Any illegal activity.
Child sexual abuse material or content exploiting/harming children.
Hateful, harmful, discriminatory, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, offensive, violent, or otherwise objectionable content.
Viruses or malware.
High-risk physical harm activities.
High-risk economic harm activities.
Fraudulent or deceptive activity.
Pornographic or adult content; adult industries or dating apps.
Political purposes (campaigning, lobbying).
Misleading civic participation (voting logistics) or covert political opinion influence.
Privacy, publicity, or other rights violations.
Unauthorized law practice or unqualified tailored legal advice.
Model weight extraction, reverse engineering, model replication, voice model building/training/development, safety system circumvention.
Unqualified tailored financial or other professional advice.
Health condition diagnosis or treatment instruction; serious medical condition diagnostic/treatment services; life-threatening issue triage/management.
High-risk decision-making.

Similarity of Output

Due to the automated content generation nature, Output may not be unique across users. The same or similar output may be generated for different users. Users may provide similar Input and receive identical Output. Users irrevocably release, acquit, and discharge and agree not to sue Uare.ai or affiliates or their employees, officers, directors, or representatives regarding any direct or indirect copyright, trademark, or other infringement; misappropriation; or rights violation regarding Output.

Output is Synthetic

Users acknowledge any face, voice, or human characteristic generated by the Service or Digital Twin is solely synthetic and not intended to depict a specific person. Users will not indicate to others that Output relates to a specific person.

Accuracy

Service or Digital Twin use may result in incorrect Output that does not accurately reflect real people, places, or facts, or does not reflect the Professional’s views. Users agree to evaluate and be responsible for Output accuracy as appropriate for their use case.

Other Limitations

Users acknowledge numerous limitations due to automated generation: Output may contain errors or misleading information; AI systems based on predefined rules/algorithms lack creative thinking; AI struggles with language nuances (slang, idioms, cultural references); AI lacks emotions and conveys cold or impersonal Output; AI perpetuates training data biases; AI struggles with complex tasks requiring reasoning, judgment, and decision-making; poor or biased training data negatively impacts Output accuracy/quality; Output lacks the personal touch of human-created content.

AI-to-AI Interactions; Synthetic Disclosure

Some Service features permit Digital Twin interactions with each other. Such interactions are synthetic and will be labeled as synthetic where applicable and disclosed as synthetic per applicable law and Uare.ai policies. Users will not represent 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, users assume all risk from interactions, Outputs reliance, transactions entered based on Outputs, and downstream third-party uses. To the fullest extent permitted by law, Uare.ai is not responsible for harm, loss, or claims from AI-to-AI interactions and related Outputs. Uare.ai may implement labeling, rate limits, monitoring, and other safeguards, and may suspend or disable features for safety/legal concerns. Failure to follow required disclosure or safety procedures for synthetic interactions is a material Terms of Service breach.

IP Complaints

Uare.ai respects others’ intellectual property and asks users to do the same. If users believe work has been copied (copyright infringement) or IP rights violated, they should notify Uare.ai per the procedure below. Uare.ai will process and investigate alleged infringement notices and take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and applicable IP Laws.

Email copyright notices to legal@uare.aiwith subject line “DMCA Takedown Request,” or by mail to Uare.ai, 271 Beatrice Street, Mountain View, CA 94043, Attn: Kanoa Perman.

To be effective, written notification must contain:

Physical or electronic signature of authorized copyright/IP owner or representative.
Identification of copyrighted work or IP claimed infringed (or representative list if multiple).
Identification of claimed infringing content and location on Service with sufficient detail for finding.
Notifier’s address, telephone number, and email address.
Statement that notifier has good faith belief the disputed use is not authorized by owner, agent, or Law.
Statement that notice information is accurate and, under penalty of perjury, that notifier is the copyright/IP owner or authorized to act on their behalf.

Counter-Notice

If users believe removed/disabled User Content is not infringing or they have authorization, they may send written counter-notice containing:

Physical or electronic signature.
Identification of removed/disabled content and pre-removal/disabling location.
Statement, under penalty of perjury, that content removal/disabling resulted from mistake or content misidentification.
Name, address, telephone number, and email address; consent statement to Northern District of California federal court jurisdiction; and acceptance of service of process from the complaining party.

Uare.ai will send the counter-notice copy to the original complaining party, noting Uare.ai may replace removed content or cease disabling within ten (10) business days. Unless the copyright/IP owner files a court action, removed content may be replaced or access restored within ten (10) to fourteen (14) business days or more after counter-notice receipt, at Uare.ai’s sole discretion.

Repeat Infringer Policy

Per the DMCA and applicable Law, Uare.ai has adopted a repeat infringer account termination policy where users deemed repeat infringers have accounts terminated, in appropriate circumstances and at Uare.ai’s sole discretion. Uare.ai may at its sole discretion limit Service access or terminate accounts of any users infringing others’ IP rights, whether or not repeat infringement exists.

Third-Party Services and Websites

The Service may provide links or access to services, sites, technology, and resources provided by third parties (“Third-Party Services”). Users may enable or log in via various online Third-Party Services. Third-Party Service access/use may be subject to additional terms, privacy policies, other agreements, or separate account creation/authentication requirements.

Some Third-Party Services provide Uare.ai access to user-provided information, which Uare.ai uses, stores, and discloses per the Privacy Policy. Uare.ai has no control over Third-Party Services and is not responsible for accuracy, availability, reliability, completeness, or privacy practices. Uare.ai encourages users to review third-party privacy policies before use.

Users, not Uare.ai or affiliates, are responsible for all Third-Party Service costs/charges. Uare.ai enables Third-Party Services as a convenience only; integration does not imply endorsement or recommendation. Dealings with third parties are between user and third party only. Uare.ai and affiliates are not responsible or liable, directly or indirectly, for damage or loss caused by Third-Party Service use or reliance.

Indemnification

To the extent permitted under applicable Law, users agree to defend, indemnify, and hold harmless Uare.ai and Uare.ai Affiliates and their respective officers, employees, directors, service providers, licensors, and agents (collectively, “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 from or relating to user Service use; Digital Twin use; User Content; Input or Output; Service connection; these Terms of Service violation; any person’s rights violation; or Digital Twin or Output creation, publication, or distribution.

Uare.ai will provide notice of any claim, suit, or proceeding and reserves the right to assume exclusive defense and control of any matter subject to indemnification. Users agree to cooperate with Uare.ai’s reasonable defense assistance requests. Users may not settle or compromise claims against Uare.ai Parties without written consent.

Disclaimer of Warranties

Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis. The Uare.ai Parties expressly disclaim all warranties of any kind, whether express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

The Uare.ai Parties make no warranty that (a) the Service, any Digital Twins or any Output will meet your requirements; (b) the Service or any Digital Twins will be uninterrupted, timely, secure, or error-free; (c) the Output or other results that may be obtained from the use of the Service will be accurate or reliable; or (d) the quality of any Digital Twins, Output, products, services, information, or other material purchased or obtained by you through the Service will meet your expectations.

Limitation of Liability

You expressly understand and agree that the Uare.ai Parties will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including damages for loss of goodwill, use, or data or other intangible losses (even if the Uare.ai Parties have been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability, or otherwise, resulting from: (a) the use or the inability to use the Service or any Digital Twins; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or Input, Output or other messages received or transactions entered into through or from the Service; (c) unauthorized access to or alteration of your (or your Digital Twins’) transmissions or data; (d) statements or conduct of any third party on the Service; or (e) any other matter relating to the Service or any Digital Twin.

In no event will the Uare.ai Parties’ total liability to you for all damages, losses, or causes of action exceed the amount you have paid Uare.ai in the last six (6) months, or, if greater, one hundred dollars ($100).

Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you or be enforceable with respect to you.

If you are dissatisfied with any portion of the Service or with these Terms of Service, your sole and exclusive remedy is to discontinue use of the Service.

New Jersey Users:The foregoing sections titled “Indemnification,” “Disclaimer of Warranties,” and “Limitation of Liability” are intended to be only as broad as is permitted under the laws of the State of New Jersey. If any portion of these sections is held to be invalid under New Jersey law, the invalidity will not affect the validity of the remaining portions of the applicable sections.

Dispute Resolution by Binding Arbitration

Please read this section carefully as it affects your rights.

1. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section (“Arbitration Agreement”) covers any disputes or claims between user and Uare.ai, whether arising from or relating to these Terms of Service (including alleged breach), the Service, advertising, or relationship/transaction aspects.

Disputes will be resolved exclusively through final and binding arbitration rather than court, per this Arbitration Agreement’s terms. Users may assert individual claims in small claims court if they qualify. This Arbitration Agreement does not preclude bringing issues to federal, state, or local agencies, which may seek relief on user’s behalf if law allows.

Users and Uare.ai each waive the right to jury trial and the right to participate in a class action. Rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs this Arbitration Agreement’s interpretation and enforcement.

2. Prohibition of Class and Representative Actions and Non-Individualized Relief

You and Uare.ai agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Uare.ai agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding.

The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s), except that you may pursue a claim for and the arbitrator may award public injunctive relief under applicable law to the extent required for the enforceability of this provision.

3. Pre-Arbitration Dispute Resolution

Uare.ai is interested in amicable and efficient dispute resolution; most concerns can be quickly resolved by emailing customer support at disputes@uare.ai.

If informal efforts fail, the party intending to seek arbitration must first send the other a certified mail written Notice of Dispute (“Notice”). The Notice must describe the claim/dispute nature and basis and set forth specific relief sought. Address Uare.ai Notices to: Uare.ai, 2625 Middlefield Rd, Palo Alto, CA 94306, Attn: Legal.

If Uare.ai and user don’t resolve within sixty (60) calendar days after Notice receipt, either party may commence arbitration. During arbitration, settlement offer amounts won’t be disclosed to the arbitrator until after determining entitlement.

4. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator per the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, “AAA Rules”), as modified by this Arbitration Agreement. AAA information: adr.org / adr.org/consumer.

If Arbitration Agreement terms and AAA Rules conflict, Arbitration Agreement terms control unless the arbitrator determines application would prevent fundamentally fair arbitration. The arbitrator must follow these Terms of Service provisions as a court would and decide all issues, including scope, enforceability, and arbitrability. Arbitrators can award the same damages and relief as courts can, on an individual basis. Decisions are enforceable in court and overturnable only for very limited reasons.

Unless parties agree otherwise, hearings will be in a reasonably convenient location for both parties, considering travel ability and pertinent circumstances; if parties can’t agree, AAA determines location.

For $10,000 or less claims, the user may choose whether arbitration is:

Solely document-based;
By telephonic hearing; or
By in-person hearing, per AAA Rules.

For claims exceeding $10,000, the right to a hearing is determined per AAA Rules. Regardless of arbitration manner, the arbitrator must issue a reasoned written decision explaining essential findings and conclusions supporting the award.

5. Costs of Arbitration

Arbitration Fees (filing, administration, arbitrator fees) payment will be governed by AAA Rules. If fees are not specifically allocated per AAA Rules, Uare.ai and user split equally unless user demonstrates economic inability to pay their portion or the arbitrator determines the user shouldn’t pay their portion, in which case Uare.ai pays the user’s portion. If the user demonstrates arbitration costs are prohibitive compared to litigation costs, Uare.ai will pay arbitration fee amounts the arbitrator deems necessary to prevent cost-prohibitive arbitration. Attorneys’ fees are governed by AAA Rules.

6. Confidentiality

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

7. Severability

If a court or arbitrator decides any Arbitration Agreement term or provision (other than section 2) is invalid or unenforceable, the parties agree to replace it with a valid/enforceable term coming closest to expressing the invalid term’s intention; this Arbitration Agreement will be enforceable as modified.

If section 2 provisions are invalid or unenforceable, this Arbitration Agreement becomes entirely null and void, unless those provisions are invalid/unenforceable only for public injunctive relief claims. Remaining Terms of Service provisions continue applying.

8. Future Changes to Arbitration Agreement

Despite any Terms of Service provision to the contrary, Uare.ai may make future Arbitration Agreement changes (except Notice Address changes). Users may reject by sending written notice within thirty (30) calendar days to the Notice Address. By rejecting, users agree to arbitrate disputes per this Arbitration Agreement language as originally accepted by user.

Cancellation and Termination

Users may cancel accounts anytime through account settings within the Service. Upon cancellation, Service access terminates per these Terms of Service.

Uare.ai may, in sole discretion, suspend or terminate accounts (or any part) or Service use; remove and discard Service content for any reason, including lack of use or Terms of Service violation or inconsistency (letter or spirit). Suspected fraudulent, abusive, or illegal activity grounds may result in law enforcement referral. Uare.ai may discontinue providing the Service or any part with or without notice in sole discretion at any time. Termination may be effective without prior notice.

Subject to applicable law and Uare.ai’s backup, archival, and legal compliance requirements, Uare.ai will delete or de-identify User Content after account cancellation. For Professionals, created Digital Twins will be deleted following account cancellation. Publicly accessible Digital Twins associated with accounts will be removed from public Service availability and no longer be accessible to other users. Despite the foregoing, Uare.ai may retain limited information for applicable law compliance, Terms of Service enforcement, dispute resolution, fraud/abuse prevention, and Service integrity and security maintenance.

User Disputes

Users are solely responsible for interactions with other Service users. Uare.ai and affiliates have no liability or responsibility for user-to-user disputes. Uare.ai reserves the right, but has no obligation, to become involved in user disputes.

General

These Terms of Service (together with incorporated terms) constitute the entire agreement between user and Uare.ai, govern Service access and use, and supersede any prior Uare.ai agreements regarding the Service. Users may be subject to additional terms for Third-Party Services, third-party content, or third-party software.

These Terms of Service will be governed by California State law without regard to conflict of law provisions. For disputes not subject to arbitration, users and Uare.ai submit to the personal and exclusive jurisdiction of state and federal courts located within San Francisco, California.

Uare.ai’s failure to exercise or enforce any right or provision will not constitute a waiver. If a court finds any provision invalid, the court should endeavor to give effect to the parties’ intentions; other provisions remain in full force and effect. Any claim or cause of action arising from Service use or these Terms of Service must be filed within one (1) year after arising or be forever barred.

Printed versions of these Terms of Service and electronic notices are admissible in judicial/administrative proceedings to the same extent as originally generated printed business documents. Users may not assign these Terms of Service without prior Uare.ai written consent; Uare.ai may assign or transfer these Terms of Service, in whole or in part, without restriction. Section titles are for convenience only and have no legal or contractual effect. Words “include” and “including” mean “without limitation” rather than terms of limitation.

Notices to users may be made via email, regular mail, or Service display of notices or notice links.

Force Majeure: Uare.ai will not be in default due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack; embargo, natural disaster, acts of God, flood, fire, sabotage; electrical power, network access, or equipment fluctuations or unavailability; or other circumstances or causes beyond reasonable Uare.ai control.

Notice for California Users

Under California Civil Code Section 1789.3, California Service users are entitled to specific consumer rights notice. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted at:

Email: dca@dca.ca.gov
Mail: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834
Telephone: (800) 952-5210 or (800) 326-2297 (TDD)
Sacramento Area: (916) 445-1254 or (916) 928-1227 (TDD)

Uare.ai contact:Uare.ai, 2625 Middlefield Rd, Palo Alto, CA 94306, Attn: Legal · Phone: (949) 370-1608.

U.S. Government Restricted Rights

The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” U.S. government use, duplication, or disclosure is subject to restrictions in 48 CFR 52.227-19, 48 CFR 252.227-7013 et seq., or successor provisions. U.S. government access or Service/Software use constitutes acknowledgement of Uare.ai’s proprietary rights.

Questions, Concerns, Suggestions

Contact Uare.ai at info@uare.aior by mail to Uare.ai, 2625 Middlefield Rd, Palo Alto, CA 94306, Attn: Legal — to report Terms of Service violations or pose questions regarding these Terms of Service or the Service.