Welcome to ULTEH. These Terms of Service (this "Agreement") constitute a legally binding contract between you and ULTEH governing your access to and use of the ULTEH platform, services, software, APIs, and all related documentation (collectively, the "Service"). Please read this Agreement carefully before using the Service. If you do not agree to all terms and conditions set forth herein, you must immediately discontinue all use of the Service.
By accessing our Service through any of the following means, you acknowledge and agree to abide by the terms outlined herein:
The person accepting this Agreement does so on behalf of a company or other legal entity ("Customer") and represents and warrants that they have the legal authority to bind that entity and all of its affiliates to these terms. If the accepting individual does not have such authority, or if the Customer does not agree to these terms in their entirety, they must not accept this Agreement or use the Service. By accepting, you further represent that you are at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater.
This Agreement takes effect on the date you first accept it or first access the Service, whichever is earlier ("Effective Date"). ULTEH reserves the right to update and revise this Agreement periodically. Material changes will be communicated in accordance with Section 17.3. Your continued use of the Service after the effective date of any revision constitutes your binding acceptance of the updated Agreement. Capitalized terms used but not defined inline are defined elsewhere in this Agreement. Both parties acknowledge and agree to the following terms and conditions.
ULTEH operates and provides a cloud-based artificial intelligence platform designed to support and automate customer interactions, including customer service, sales assistance, user engagement, lead qualification, and intelligent conversation management (the "Service"). The Service leverages large language models, proprietary AI technologies, and machine learning to deliver context-aware, intelligent responses tailored to each Customer's specific business content and requirements.
Any content, configurations, customizations, uploads, training materials, or other items that the Customer (including its Users) creates, submits, or utilizes within the Service are considered "User Submissions." The Customer is solely and exclusively responsible for all User Submissions contributed to the Service. Additional terms regarding ownership and rights to User Submissions are outlined in Section 13.2.
The Service may include templates, pre-built conversational scripts, documentation, AI models, APIs, analytics dashboards, integration connectors, and other resources to facilitate the Customer's use (collectively, "ULTEH Content"). Customers do not receive access to or ownership of the underlying code, software, algorithms, model weights, training data, or system architecture of the Service (collectively, the "Software") and will not be provided with a copy of the Software under any circumstances.
Subject to the terms of this Agreement, the Customer may purchase a subscription and is granted a limited, non-exclusive, non-transferable, revocable right to access and use the Service as outlined in one or more ordering screens agreed upon by both parties through ULTEH's website or service portal. These ordering screens reference this Agreement and define the commercial terms of the Customer's subscription ("Order(s)"). All subscriptions are valid for the duration specified in the applicable Order ("Subscription Period").
Access to and use of the Service is restricted to individuals expressly authorized by the Customer and is intended solely for the Customer's internal business purposes, not for the benefit of any third party ("Users"). The Customer is responsible for ensuring that all Users comply with this Agreement and is liable for any breach of this Agreement by its Users. Subscriptions are non-transferable and may not be shared across multiple unaffiliated organizations unless explicitly permitted under a separate written agreement with ULTEH.
ULTEH retains full and exclusive ownership of the Service, Software, ULTEH Content, Documentation, and any other materials provided to the Customer (collectively, the "ULTEH Materials"). ULTEH holds all rights, title, and interest, including all intellectual property rights, in and to the ULTEH Materials, along with any related or underlying technology, updates, improvements, modifications, enhancements, bug fixes, or new versions. This also includes any derivative works or adaptations thereof, whether created by ULTEH or at its direction.
No licenses are granted implicitly, by estoppel, or otherwise under this Agreement, and any rights not explicitly provided to the Customer in writing remain the exclusive property of ULTEH. The Customer's use of the Service does not confer ownership of any kind in the ULTEH Materials.
The Service includes customizable settings that allow Users to assign permissions to other Users for performing various tasks within the platform ("Permissions"). Managing and configuring these Permissions is solely the responsibility of the Customer, including decisions about which Users have the authority to grant or revoke them. ULTEH does not oversee or manage Permissions and bears no liability for any Permissions set by the Customer or its Users, including any resulting unauthorized access or data exposure.
The Customer may extend access to the Service to its Affiliates, in which case all rights and obligations outlined in this Agreement apply equally to those Affiliates. The Customer guarantees full responsibility for any violations of this Agreement by its Affiliates and confirms it has the legal authority to bind its Affiliates to these terms. All payment obligations remain with the Customer, regardless of whether the Service is used by the Customer directly or by its Affiliates. For purposes of this Agreement, an "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. "Control" means ownership of more than fifty percent (50%) of the voting shares or other equity interests conferring the right to elect directors or equivalent governing body members.
ULTEH will use commercially reasonable efforts to make the Service available twenty-four (24) hours per day, seven (7) days per week, excluding planned maintenance windows and circumstances beyond ULTEH's reasonable control. ULTEH will endeavor to provide advance notice of scheduled maintenance via email or through the Service interface. ULTEH does not guarantee uninterrupted availability and shall not be liable for downtime, outages, or service interruptions caused by third-party infrastructure providers, internet failures, cyberattacks, or Force Majeure Events described in Section 17.2.
ULTEH continuously improves and evolves the Service. ULTEH reserves the right to add, modify, suspend, or discontinue any features, functionalities, or components of the Service at any time. Where changes materially reduce the core functionality available to a Customer under their existing subscription, ULTEH will provide reasonable advance notice as described in Section 17.3. ULTEH may deploy updates, patches, and new versions of the Service automatically and without prior notice as part of its standard maintenance operations. All updates are subject to the terms of this Agreement.
From time to time, ULTEH may offer early access to new features, tools, or services that are still in development, testing, or pre-release stages ("Beta Features"). Beta Features are provided "as is" and "as available" without any warranty of any kind. ULTEH makes no representations regarding the reliability, completeness, accuracy, or fitness of Beta Features for production use. Participation in any Beta program is voluntary, and ULTEH may modify, limit access to, or discontinue any Beta Feature at any time without notice or liability. Any Feedback provided about Beta Features is subject to Section 9.4 of this Agreement.
To access the Service, the Customer must register for an account and provide accurate, current, and complete information as prompted during the registration process. The Customer agrees to maintain the accuracy of this information and update it promptly whenever it changes. ULTEH reserves the right to reject any account registration, suspend, or terminate an account in its sole discretion, including if it reasonably believes that the information provided is inaccurate, misleading, or fraudulent.
The Customer is responsible for selecting a unique username and a strong, secure password for its account. ULTEH strongly recommends enabling multi-factor authentication (MFA) where available to provide an additional layer of account security. The Customer agrees not to use a username that impersonates another person or organization, violates any trademark rights, or is otherwise objectionable as determined by ULTEH.
The Customer is solely responsible for maintaining the strict confidentiality of its account credentials, including usernames, passwords, API keys, access tokens, and any other authentication credentials. The Customer agrees not to share credentials with any unauthorized individuals and to implement reasonable security controls to prevent unauthorized access to its account, including restricting access based on the principle of least privilege.
In the event of any actual, suspected, or threatened unauthorized access to or use of the Customer's account, the Customer must immediately notify ULTEH at [email protected]. ULTEH will not be liable for any loss, damage, or liability arising from the Customer's failure to maintain the security of its credentials or from any delay in reporting a security incident. Upon notification, ULTEH will take commercially reasonable steps to assist the Customer in securing the affected account.
The Customer acknowledges that all activities conducted through its account — whether authorized by the Customer or not — are its sole responsibility, unless such activities result directly from a proven security vulnerability in the ULTEH platform itself. ULTEH reserves the right to take any action it deems necessary, including immediate suspension or termination of an account, if it has reasonable grounds to believe the account has been compromised or is being misused.
ULTEH may require the Customer to verify its identity, business registration, domain ownership, or other relevant information before granting full access to the Service, processing payments, or enabling certain features. The Customer agrees to cooperate with any such verification processes and to provide accurate, legible documentation upon request within the timeframe specified. Failure to complete required verification may result in restricted access to the Service or suspension of the Customer's account.
Creating multiple or duplicate accounts for the purpose of circumventing subscription limits, payment obligations, billing restrictions, feature access restrictions, or any other term of this Agreement is strictly prohibited. ULTEH reserves the right to detect, merge, suspend, or permanently terminate duplicate or abusive accounts, along with any associated subscriptions and data, without prior notice or refund.
The Customer is fully accountable for all activity occurring within its account and those of its Users, except in cases where unauthorized access arises solely and directly from a security vulnerability within the Service itself. The Customer must ensure that all Users are aware of and comply with all obligations and restrictions outlined in this Agreement. The Customer is responsible for any violations committed by its Users to the same extent as if the Customer had committed such violations directly. The Customer must promptly notify ULTEH if it becomes aware of any actual, potential, or suspected violation of this Agreement by any User.
The Customer agrees not to, and will not permit or enable Users or any third parties to, directly or indirectly:
If the Customer's use of the Service causes significant harm to ULTEH or its other customers, or compromises the security, performance, stability, or integrity of the Service or its infrastructure, ULTEH reserves the right to suspend or restrict the Customer's access, with or without prior notice depending on the urgency of the situation. ULTEH will make commercially reasonable efforts to notify the Customer of the suspension and to work collaboratively to resolve the underlying issue as quickly as practicable.
ULTEH may offer access to application programming interfaces (APIs) as part of the Service. ULTEH reserves the right to establish, modify, and enforce usage limits on these APIs at any time, including but not limited to rate limits, request quotas, concurrency limits, and data transfer caps. The Customer agrees to comply with all such limitations. ULTEH may suspend or revoke API access at its sole discretion, with or without prior notice, including in response to abuse, excessive usage, or security concerns.
The Customer is fully responsible for ensuring that any applications, integrations, or workflows it builds using ULTEH's APIs comply with this Agreement, applicable law, and all relevant API documentation. Any unauthorized or abusive use of the APIs may result in immediate suspension of access and, where applicable, additional charges for excess usage.
The Customer is responsible for ensuring that all User Submissions, AI interactions, and content processed through the Service comply with the following standards at all times. Content must not be, contain, facilitate, or link to material that:
Given the AI-powered nature of the Service, the Customer agrees not to use the Service in any manner that:
Without ULTEH's prior explicit written approval, the Service may not be used in connection with, or to facilitate, any of the following industries, activities, or use cases:
ULTEH reserves the right — but is not obligated — to monitor the Service for compliance with this Acceptable Use Policy. ULTEH may, in its sole discretion and without prior notice, remove, disable, filter, or restrict access to any User Submission, interaction log, or account that it believes violates this policy. ULTEH may cooperate with law enforcement authorities, regulatory bodies, and other third parties in connection with any suspected or actual illegal activity conducted through the Service. Repeated or severe violations of this Acceptable Use Policy may result in permanent account termination without refund.
The Service may integrate with or provide access to third-party products, services, platforms, or applications that are not owned, operated, or controlled by ULTEH ("Third-Party Services"). These may include, without limitation, messaging platforms, CRM systems, payment processors, analytics providers, communication tools, data enrichment services, and AI model providers.
Customers may choose to enable or configure integrations with Third-Party Services within the platform. Where such an integration requires it, Customers are responsible for providing the necessary credentials, API keys, or authorization tokens to ULTEH solely for the purpose of enabling the integration. Customers represent that they have the legal authority to share such credentials without violating any terms, agreements, or obligations governing their use of the applicable Third-Party Services.
ULTEH does not endorse, validate, control, or assume responsibility for any Third-Party Services, their content, security practices, data handling policies, or ongoing availability. Customers acknowledge that this Agreement does not govern their use of Third-Party Services, and that separate agreements may be required with those providers. Customers are strongly encouraged to review and independently evaluate the terms of service and privacy policies of any Third-Party Services they connect to the ULTEH platform.
ULTEH expressly disclaims all warranties and representations regarding Third-Party Services, including any warranties of accuracy, reliability, fitness for purpose, and continued availability. Any claims, disputes, warranty issues, or other matters arising from Third-Party Services must be resolved directly between the Customer and the applicable Third-Party Service provider. ULTEH will not mediate or be a party to such disputes.
The use of Third-Party Services is entirely at the Customer's own risk. ULTEH shall not be liable for any losses, damages, disruptions, data breaches, or other consequences resulting from the Customer's use of, reliance on, or inability to use any Third-Party Service, including any disruption caused by a third-party provider's changes to their APIs, terms, pricing, or service availability. If a key Third-Party Service integration becomes permanently unavailable, ULTEH will use commercially reasonable efforts to notify affected Customers and, where feasible, offer alternative integration pathways.
Customers are responsible for paying all applicable fees for access to and use of the Service as specified in their Order ("Fees"). All Fees will be charged in the currency stated in the Order or, if no currency is specified, in U.S. dollars. All payment obligations are unconditional and non-cancelable. Except as expressly stated in this Agreement, all Fees are non-refundable once charged, regardless of whether the Customer uses the Service during the applicable period.
ULTEH reserves the right to adjust its pricing tiers or introduce new charges at its discretion. Price changes applicable to existing subscriptions will be communicated to Customers with at least thirty (30) days' advance notice in accordance with Section 17.3. If a Customer disagrees with a revised pricing structure, the Customer may elect not to renew its subscription at the end of the then-current Subscription Period.
Unless otherwise specified in the applicable Order: (a) subscription fees are due and payable in advance at the beginning of each billing cycle; and (b) usage-based charges, overage fees, or consumption-based pricing components will be billed in arrears at the end of each billing cycle.
ULTEH, either directly or through a designated third-party payment processor ("Payment Processor"), will charge the Customer for applicable Fees using the credit card, debit card, or ACH/bank transfer details provided at registration or subsequently updated in the Customer's account billing settings. ULTEH reserves the right to process charges for any services under an applicable Order, including all recurring Fees, through the Customer's designated payment method without requiring additional per-transaction approval.
It is the Customer's sole responsibility to ensure that ULTEH at all times has accurate, current, and valid payment method information on file. Failure to maintain valid payment details may result in failed charges, late fees, and suspension or termination of access to the Service. ULTEH reserves the right to retry failed payment transactions at its discretion before initiating any suspension.
Where payment is processed through a Payment Processor, such transactions will be governed by the Payment Processor's own terms, conditions, and privacy policies, in addition to this Agreement. ULTEH is not responsible for errors or omissions made by the Payment Processor but reserves the right to correct any billing errors, including issuing refunds or additional charges, even after a payment has been processed.
By accepting an Order, the Customer expressly authorizes recurring charges to be automatically applied to the designated payment method at each billing cycle renewal, without requiring further approval for each individual charge, until the Customer updates their payment details or terminates this Agreement in accordance with Section 8.
ULTEH will provide invoices or billing statements to Customers via email or through the Service's online billing portal. Customers are responsible for retaining copies of all invoices for their accounting and tax records. All invoices issued by ULTEH are payable upon receipt unless a different payment term is specified in the applicable Order. Customers who require a specific invoice format, purchase order reference number, or other billing customization for their internal accounting processes should notify ULTEH in writing prior to order placement.
The Fees charged for the Service do not include any taxes, levies, duties, or similar government-imposed charges of any kind, including but not limited to sales tax, value-added tax (VAT), goods and services tax (GST), use tax, excise tax, or withholding tax (collectively, "Taxes"). The Customer is solely responsible for determining, declaring, and paying all applicable Taxes arising from its purchase and use of the Service, in addition to the stated Fees. If ULTEH is required by applicable law to collect or remit Taxes on behalf of the Customer, it will add the applicable Taxes to the Customer's invoice unless the Customer provides a valid and current tax exemption certificate issued by the appropriate taxing authority prior to billing.
Where a Customer is required by law to withhold taxes from payments to ULTEH, the Customer must gross up its payments such that ULTEH receives the full net amount specified in the applicable Order after withholding. ULTEH is solely responsible for taxes assessed on its own income, property, and employees.
If a Customer fails to make a payment by the applicable due date, ULTEH reserves the right, in its sole discretion, to: (a) suspend or restrict access to the Service until all outstanding balances are paid in full; (b) assess interest on overdue amounts at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, accruing from the due date until the date of full payment; and (c) refer the outstanding balance to a collections agency or engage legal counsel to recover unpaid amounts, with all associated costs to be borne by the Customer.
ULTEH reserves the right to make multiple automatic payment retry attempts using the Customer's designated payment method before initiating a service suspension. The Customer agrees to reimburse ULTEH for any bank fees, transaction reversal charges, or other costs incurred as a result of failed, dishonored, or reversed payment transactions.
If a Customer believes it has been billed in error, it must notify ULTEH in writing at [email protected] within sixty (60) days of the date of the billing statement in which the alleged error first appeared. Billing disputes raised outside of this sixty (60)-day window will not be accepted, and the charges will be deemed final and valid.
Upon receipt of a timely dispute notice, ULTEH will conduct a good-faith review of the applicable billing records and will provide the Customer with a written response, including all relevant supporting documentation, within a commercially reasonable timeframe. If ULTEH's review confirms that the disputed charges are valid, the Customer must pay the outstanding amount in full within ten (10) business days of receiving ULTEH's written decision. If the review confirms a billing error on ULTEH's part, ULTEH will issue an appropriate credit to the Customer's account or a refund to the original payment method within a reasonable period.
Unless the Customer provides written notice of cancellation prior to the end of the then-current Subscription Period, all paid subscriptions will automatically renew for successive periods equal to the original Subscription Period (or for one (1) year if the original period exceeds one year), at ULTEH's then-current applicable rates. The Customer expressly authorizes ULTEH to charge the applicable renewal Fees to the designated payment method on file at the time of renewal, without requiring further approval.
Customers wishing to disable auto-renewal may do so by updating their subscription settings in the online account portal or by submitting a written cancellation request to [email protected] at least five (5) business days before the scheduled renewal date. Disabling auto-renewal will allow the subscription to lapse at the end of the current Subscription Period. Cancellation of auto-renewal does not entitle the Customer to a refund for any unused portion of the current Subscription Period.
Customers may upgrade to a higher-tier subscription plan at any time during the Subscription Period. Upgrades take effect immediately upon confirmation. ULTEH will charge a pro-rated amount for the upgraded tier for the remainder of the current billing cycle, followed by the full rate for the upgraded plan in all subsequent billing cycles. Upon upgrade, the Customer will gain immediate access to all features and usage limits included in the new tier.
Customers may request a downgrade to a lower-tier subscription plan at any time. Downgrades will take effect at the beginning of the next billing cycle; no credits or refunds will be issued for any remaining portion of the current billing cycle at the higher tier. The Customer acknowledges that downgrading may result in the immediate or deferred loss of access to features, storage capacity, usage limits, integrations, or other benefits exclusive to higher-tier plans. ULTEH is not responsible for any loss of data, configuration, or functionality resulting from a plan downgrade.
Where ULTEH offers a free plan or a time-limited trial, the Customer acknowledges that access to these offerings is provided at ULTEH's sole discretion and may be modified, restricted, or discontinued at any time without notice or liability. Free and trial accounts are subject to limitations on usage volume, features, data retention, support access, and SLA guarantees. ULTEH reserves the right to convert, downgrade, suspend, or permanently delete free or trial accounts that have been inactive for a period exceeding twelve (12) consecutive months, subject to applicable notice requirements.
Subscriptions for access to and use of ULTEH's Service begin on the start date specified in the applicable Order ("Subscription Start Date") and remain active for the duration of the Subscription Period. Customers wishing to discontinue their subscription may do so by notifying ULTEH at [email protected] (with written confirmation from ULTEH) or by adjusting their subscription settings within their online account portal.
This Agreement becomes effective on the Subscription Start Date and remains in effect for the full Subscription Period, including all renewal periods and any period during which the Customer continues to access or use the Service, even if not under a currently active paid Order ("Term"). Termination of this Agreement by either party will also result in the simultaneous termination of all associated Orders.
If a Customer cancels or elects not to renew a paid subscription, the Customer will retain access to the Service until the end of the current paid Subscription Period, after which the account will automatically be downgraded to the free version ("Free Version") if one is available. If the Agreement is terminated for cause by either ULTEH or the Customer, or if the Customer deletes its workspace within the Service, all access — including to the Free Version — will be revoked immediately without further notice.
Either party may terminate this Agreement upon written notice if the other party commits a material breach and fails to cure such breach within thirty (30) days after receiving written notice that reasonably describes the breach in sufficient detail. For clarity, the following shall constitute material breaches: failure to pay Fees when due; violation of the use restrictions in Section 3; violation of the Acceptable Use Policy in Section 4; and any material breach of confidentiality obligations in Section 9.
In addition, ULTEH reserves the right to immediately suspend or terminate a Customer's account and access — including to the Free Version — without prior notice if: (a) the Customer engages in illegal activities through or in connection with the Service; (b) the Customer or its Users represent an active and credible security threat to the Service or other customers; (c) the Customer's account is the subject of chargebacks, payment fraud, or systematic payment disputes; or (d) continued access poses unacceptable regulatory, legal, or reputational risk to ULTEH.
If the Customer terminates this Agreement due to ULTEH's uncured material breach, any unused, prepaid Fees covering the period following the effective date of termination will be refunded on a pro-rated basis. If ULTEH terminates this Agreement due to the Customer's uncured material breach, the Customer remains liable for all unpaid Fees for the remainder of the then-current Subscription Period, and all such amounts become immediately due and payable.
Upon termination of this Agreement for any reason, all rights and licenses granted to the Customer under this Agreement are immediately and automatically revoked, and the Customer must cease all use of the Service and destroy or delete any downloaded ULTEH Content in its possession. Within thirty (30) days of the termination date, ULTEH will delete the Customer's User Information, User Submissions, and associated data from its active systems, unless an earlier deletion is requested in writing or unless ULTEH is required by applicable law or legal process to retain such data for a longer period. Customers are solely responsible for exporting any data they wish to retain prior to the termination date.
For Customers on the Free Version, ULTEH may retain User Submissions and User Information to support continued access. However, if a Free Version account remains inactive for more than twelve (12) consecutive months, ULTEH may delete all associated User Submissions and User Information, with notice where reasonably practicable.
The following provisions of this Agreement shall survive the termination or expiration of this Agreement and remain in full force and effect indefinitely or as specified: ULTEH's Ownership (Section 1.3), Account Security (Section 2.2), Restrictions (Section 3), Acceptable Use Policy (Section 4), Financial Terms (Section 6) including all accrued payment obligations, Term and Termination (Section 8), Confidentiality (Section 9), Warranties and Disclaimers (Section 10), Limitation of Liability (Section 11), Indemnification (Section 12), Data (Section 13), AI-Specific Terms (Section 14), Intellectual Property (Section 15), Dispute Resolution (Section 16), and General Terms (Section 17).
Each party (the "Receiving Party") acknowledges that the other party (the "Disclosing Party") may disclose business, technical, financial, or operational information that, given the nature of the information and the circumstances of its disclosure, a reasonable person would consider to be confidential or proprietary ("Confidential Information").
For ULTEH, Confidential Information includes non-public details regarding the features, functionality, architecture, performance benchmarks, pricing structures, roadmap, AI models, and underlying technology of the Service. For Customers, Confidential Information includes User Information, User Submissions, and any proprietary business data shared with ULTEH in connection with the use of the Service. This Agreement and all associated Orders shall be deemed the Confidential Information of both parties.
Notwithstanding the foregoing, Confidential Information does not include information that:
The Receiving Party agrees to:
Nothing in this Section shall prevent either party from disclosing the existence of this Agreement or the other party's name to prospective investors, lenders, or acquirers under customary confidentiality protections. Both parties acknowledge that any breach of this Section 9 may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy, and accordingly, either party shall be entitled to seek emergency injunctive or other equitable relief without the requirement of posting a bond, in addition to all other remedies available at law.
If the Receiving Party is legally required to disclose the Disclosing Party's Confidential Information pursuant to a court order, subpoena, regulatory investigation, government demand, or other compulsory legal process, the Receiving Party may make such disclosure only to the extent required and provided that it: (a) gives the Disclosing Party prompt advance written notice of the compelled disclosure as soon as legally permissible, to allow the Disclosing Party to seek a protective order, quash the demand, or take other appropriate legal action; (b) cooperates reasonably with the Disclosing Party's efforts to seek such protective relief, at the Disclosing Party's expense; and (c) discloses only the minimum portion of Confidential Information that is strictly required by the applicable legal process.
Customers may voluntarily provide suggestions, ideas, feature requests, enhancement recommendations, bug reports, evaluations, or other feedback regarding the Service or ULTEH's products and future roadmap ("Feedback"). By providing any Feedback, the Customer hereby grants ULTEH a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, reproduce, modify, adapt, create derivative works from, distribute, publicly display, publicly perform, incorporate, and otherwise exploit the Feedback in any manner and for any purpose, without any obligation, restriction, or compensation of any kind. The Customer represents and warrants that it has full authority to grant this license, free of any third-party claims. ULTEH agrees not to publicly identify the Customer as the specific source of any Feedback without the Customer's prior written consent.
The Customer represents, warrants, and covenants to ULTEH that: (a) all User Submissions provided through the Service comply with all applicable laws, regulations, and industry standards; (b) the Customer holds all necessary rights, licenses, and permissions to provide User Submissions to ULTEH and to grant the licenses described in this Agreement; (c) the Customer's use of the Service will not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, or other legal rights; (d) the Customer has the requisite legal authority to enter into and perform its obligations under this Agreement on behalf of the identified entity; and (e) all information the Customer provides to ULTEH in connection with this Agreement is accurate, complete, and not misleading.
Each party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has the full legal right, power, and authority to enter into, execute, and perform its obligations under this Agreement; (c) this Agreement constitutes a valid and legally binding obligation enforceable against it in accordance with its terms; and (d) the execution and performance of this Agreement do not and will not violate any other agreement, obligation, or legal requirement binding upon it.
EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICE AND ALL RELATED COMPONENTS, FEATURES, AI-GENERATED OUTPUTS, THIRD-PARTY INTEGRATIONS, CONTENT, AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
ULTEH EXPRESSLY DISCLAIMS ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE; AND (C) ANY WARRANTY THAT THE SERVICE WILL MEET THE CUSTOMER'S REQUIREMENTS OR EXPECTATIONS.
CUSTOMERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT ULTEH DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE CONTINUOUSLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERRORS OR DEFECTS AT ALL TIMES; (B) THE RESULTS OR OUTPUTS OBTAINED FROM USE OF THE SERVICE — INCLUDING AI-GENERATED CONTENT — WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE; (C) ANY ERRORS, BUGS, OR DEFECTS IN THE SERVICE WILL BE IDENTIFIED OR CORRECTED WITHIN ANY SPECIFIC TIMEFRAME; OR (D) THE SERVICE IS FREE FROM VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS.
THE SERVICE, INCLUDING ALL AI-GENERATED CONTENT AND RECOMMENDATIONS, IS NOT INTENDED TO SUBSTITUTE FOR PROFESSIONAL ADVICE IN ANY DOMAIN, INCLUDING BUT NOT LIMITED TO LEGAL, MEDICAL, FINANCIAL, PSYCHOLOGICAL, OR ENGINEERING ADVICE. CUSTOMERS MUST NOT RELY SOLELY ON AI-GENERATED OUTPUT FOR CRITICAL, HIGH-STAKES, OR REGULATED DECISIONS WITHOUT INDEPENDENT VERIFICATION BY A DULY QUALIFIED HUMAN PROFESSIONAL.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR LIMITATION OF STATUTORY RIGHTS OF CONSUMERS, IN WHICH CASE THE ABOVE EXCLUSIONS APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN THOSE JURISDICTIONS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, ULTEH SHALL NOT BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO:
THESE EXCLUSIONS APPLY REGARDLESS OF WHETHER ULTEH WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
SUBJECT TO APPLICABLE LAW, ULTEH'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER — ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICE, OR ANY MATTER CONNECTED THEREWITH, UNDER ANY THEORY OF LAW (CONTRACT, TORT, STATUTE, OR OTHERWISE) — SHALL IN NO EVENT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY THE CUSTOMER TO ULTEH FOR THE SERVICE DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE SPECIFIC EVENT GIVING RISE TO THE APPLICABLE CLAIM.
THIS CAP APPLIES CUMULATIVELY AND IN THE AGGREGATE TO ALL CLAIMS, CAUSES OF ACTION, AND PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THEIR NUMBER, NATURE, OR TIMING.
THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 REFLECT A DELIBERATE AND REASONABLE ALLOCATION OF RISK BETWEEN COMMERCIALLY SOPHISTICATED PARTIES AND FORM AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THEM. WITHOUT THESE AGREED LIMITATIONS, ULTEH WOULD NOT HAVE BEEN ABLE TO MAKE THE SERVICE AVAILABLE AT THE SUBSCRIPTION FEES OFFERED. SOME JURISDICTIONS DO NOT PERMIT CERTAIN LIABILITY EXCLUSIONS OR CAPS, IN WHICH CASE THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
The Customer agrees to indemnify, defend, and hold harmless ULTEH and its parent companies, subsidiaries, affiliates, officers, directors, employees, contractors, agents, licensors, successors, and permitted assigns (collectively, the "ULTEH Indemnitees") from and against any and all third-party claims, demands, suits, actions, proceedings, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees and litigation costs) arising out of or related to:
Subject to the limitations and conditions of this Agreement, ULTEH agrees to indemnify, defend, and hold harmless the Customer and its officers, directors, and employees from and against any third-party claim, action, or proceeding alleging that the Service, as provided by ULTEH and used by the Customer strictly in accordance with this Agreement, directly infringes a valid patent, copyright, trademark, or trade secret enforceable in the applicable jurisdiction.
This indemnification obligation does not apply to any claim arising from: (a) modifications to the Service made by or on behalf of the Customer without ULTEH's authorization; (b) use of the Service in combination with third-party hardware, software, or services not approved by ULTEH; (c) use of an outdated or superseded version of the Service after ULTEH has made a non-infringing version available; (d) any User Submissions or Customer-provided content; or (e) use of the Service outside the scope expressly permitted by this Agreement.
As a condition of the indemnification obligations above, the party seeking indemnification (the "Indemnified Party") must: (a) promptly notify the indemnifying party (the "Indemnifying Party") in writing of any claim for which indemnification is sought, providing sufficient detail to enable the Indemnifying Party to assess and respond to the claim; (b) grant the Indemnifying Party sole control over the defense and settlement of the claim, provided that no settlement imposing any obligation, restriction, or liability on the Indemnified Party shall be entered into without the Indemnified Party's prior written consent, which shall not be unreasonably withheld; and (c) provide the Indemnifying Party with reasonable information, assistance, and cooperation in connection with the defense or settlement of the claim, at the Indemnifying Party's expense. The Indemnified Party retains the right to participate in the defense of any claim at its own expense using counsel of its choice.
To access and use the Service, Customers and their Users may be required to provide certain personal and technical information, including names, email addresses, usernames, company details, IP addresses, browser types, operating systems, device identifiers, and other similar identifiers ("User Information"). Customers grant ULTEH and its authorized subprocessors and subcontractors the right to collect, store, process, and retrieve User Information to the extent necessary for the proper operation, maintenance, security, and improvement of the Service.
Customers represent and warrant that they hold all necessary legal rights and, where required by applicable law, all necessary consents and authorizations, to provide ULTEH with User Information for processing in accordance with this Agreement and all applicable data protection and privacy laws. Customers are solely responsible for the accuracy, completeness, and legality of User Information provided to ULTEH, and for any unauthorized use of their account credentials by third parties.
Customers retain full ownership of and all intellectual property rights in their User Submissions. By using the Service, Customers grant ULTEH a limited, non-exclusive, worldwide, royalty-free, sublicensable license to access, receive, process, display, store, and use User Submissions solely to the extent necessary to provide, operate, maintain, and improve the Service for that Customer. This license terminates upon the deletion or termination of the Customer's account, subject to any data retention obligations. ULTEH will not sell User Submissions to third parties, use User Submissions for cross-customer advertising, or disclose User Submissions except as required to provide the Service or as compelled by applicable law.
Customers are responsible for ensuring that User Submissions do not contain sensitive or regulated categories of personal data — such as health information, payment card numbers, government ID numbers, or biometric data — unless the Customer's use case specifically requires such data and the Customer has implemented all legally required safeguards, data processing agreements, and individual consents.
ULTEH collects, generates, and analyzes operational and performance metadata related to the use and functioning of the Service ("Service Data"). Service Data includes aggregated usage statistics, system performance metrics, feature adoption rates, error frequencies, and other technical telemetry generated as Customers interact with the Service. Provided that Service Data is aggregated and anonymized — ensuring that no personally identifiable information or Customer-identifiable data is disclosed — ULTEH may freely use, analyze, share, and publish this data for any lawful business purpose, including improving the Service, conducting research, and preparing market or industry analyses. ULTEH retains full ownership of all Service Data and will not publicly identify any individual Customer or User as the source of any Service Data without prior written consent.
ULTEH implements and maintains industry-standard technical and organizational security measures designed to protect Customer Data — including User Submissions and User Information — against unauthorized access, disclosure, alteration, loss, or destruction. These measures include, without limitation: encryption of data at rest and in transit using industry-standard protocols; logical access controls and role-based permissions; regular third-party security audits and penetration testing; comprehensive employee security training and background screening; and incident response and business continuity plans.
While ULTEH takes data security seriously, no system can guarantee absolute security. Customers acknowledge their own responsibility for securing their internal systems, endpoints, networks, and User credentials, and for implementing appropriate access management policies for their Users.
In the event of a confirmed security incident that results in unauthorized access to Customer Data, ULTEH will notify affected Customers within the timeframe required by applicable law and regulation, and will cooperate with the Customer in investigating, containing, and remediating the impact of the incident. ULTEH will also provide reasonable assistance to Customers in fulfilling their own obligations to notify regulatory authorities and affected individuals, where applicable.
ULTEH processes all Customer personal data in accordance with its Data Processing Agreement (DPA), which is hereby incorporated by reference into this Agreement. To the extent that ULTEH processes personal data on behalf of the Customer in its capacity as a data processor, the terms of the Data Processing Agreement shall govern such processing activities and shall take precedence over this Agreement in the event of any conflict relating specifically to data processing obligations.
ULTEH will retain Customer Data for the duration of the active Subscription Period and for up to thirty (30) days following the termination or expiration of the Agreement, during which time the Customer may submit a written request to export its data. Following this retention period, ULTEH will securely delete and destroy all Customer Data from its active systems and backups in accordance with its data retention and disposal policies, unless longer retention is required by applicable law, regulation, or legal process. Customers may submit a data deletion request at any time by contacting [email protected].
The Customer acknowledges and agrees that ULTEH may process, transfer, and store Customer Data in data centers located in multiple countries and regions. ULTEH will ensure that all cross-border transfers of personal data comply with applicable data protection and privacy laws, using lawful transfer mechanisms such as Standard Contractual Clauses, adequacy decisions, binding corporate rules, or other instruments recognized under applicable law, as appropriate and required.
The Service employs artificial intelligence and machine learning technologies, including large language models, to generate responses, suggestions, summaries, classifications, and other outputs ("AI-Generated Content"). The Customer expressly acknowledges that AI-Generated Content is produced algorithmically and probabilistically, and may not always be factually accurate, logically consistent, contextually complete, up-to-date, or appropriate for every intended use. ULTEH does not guarantee the correctness, reliability, completeness, or suitability of AI-Generated Content for any specific purpose.
Customers are solely responsible for independently reviewing, fact-checking, and validating all AI-Generated Content before incorporating it into their products, services, communications, or business decisions. Customers must not deploy AI-Generated Content in ways that could cause harm to individuals or groups without appropriate human oversight, expert review, and clear mechanisms for users to contest or correct AI outputs.
ULTEH may use aggregated, anonymized, and de-identified interaction data to develop, refine, evaluate, and improve its AI models and the overall quality of the Service. ULTEH will not use identifiable Customer Data, User Submissions, or personally identifiable information to train its AI models without the Customer's separate, explicit written consent. Customers may opt out of contributing to model improvement by contacting [email protected].
ULTEH continuously updates and improves its AI models to enhance accuracy, safety, performance, and alignment with ethical guidelines. As a result of such updates, the behavior, tone, output characteristics, or capabilities of the AI may vary over time and across model versions. ULTEH will make commercially reasonable efforts to notify Customers of significant AI model updates that could materially affect their configured use cases, but cannot guarantee output consistency across all model versions or deployments.
ULTEH is committed to the safe, responsible, and ethical development and deployment of AI technology. ULTEH's AI systems incorporate content safety filters, ethical guardrails, and harm prevention mechanisms designed to minimize the generation of dangerous, offensive, or misleading content. The Customer acknowledges, however, that no AI safety system is perfect or infallible, and that AI-Generated Content may occasionally contain errors, biases, or outputs that are unintended or inappropriate. The Customer agrees to promptly report any safety concerns, harmful outputs, or suspected policy violations encountered through the Service to ULTEH at [email protected].
The Customer is solely responsible for ensuring that its deployment and use of AI-Generated Content complies with all applicable laws and regulations in its operating jurisdictions, including but not limited to laws and regulations governing automated decision-making, AI transparency and explainability obligations, algorithmic fairness, consumer protection, anti-discrimination, and data protection (such as the EU AI Act, GDPR, CCPA, or equivalent national legislation). ULTEH will cooperate with Customers in good faith to support applicable regulatory compliance obligations and will provide relevant technical documentation and records upon reasonable written request.
Nothing in the Service — including any AI-Generated Content — constitutes or should be construed as legal, medical, financial, tax, psychological, or any other form of professional or expert advice. AI-Generated Content is provided for informational and operational assistance purposes only. Customers should always consult with qualified, licensed professionals for guidance on matters requiring professional expertise.
All intellectual property rights of any kind in and to the Service, the Software, ULTEH Content, AI models and their weights, training methodologies, algorithms, datasets, user interfaces, documentation, trademarks, trade names, logos, service marks, and all enhancements, updates, modifications, or derivative works thereof are and shall remain the sole and exclusive property of ULTEH and its licensors. Nothing in this Agreement shall be construed as transferring, assigning, or conveying any intellectual property rights in the ULTEH Materials to the Customer, except for the limited, revocable, non-exclusive right to use the Service as expressly granted by this Agreement.
The ULTEH name, logo, brand assets, and all associated trademarks — whether registered or unregistered — are the property of ULTEH and may not be used, copied, reproduced, or displayed by the Customer without ULTEH's prior written consent, except as expressly permitted in writing by ULTEH.
The Customer retains all intellectual property rights in and to its own brand assets, proprietary business content, and User Submissions. No rights in Customer intellectual property are transferred to ULTEH under this Agreement, except for the limited operational licenses expressly granted in Sections 9.4 and 13.2. The Customer grants ULTEH no rights beyond those explicitly set forth in this Agreement.
ULTEH respects the intellectual property rights of others and expects all Customers and Users to do the same. If you believe that any content made available through the Service infringes your valid copyright, please submit a written notice of claimed infringement to ULTEH at [email protected], including: (a) a description of the copyrighted work claimed to be infringed; (b) a description of the allegedly infringing material and sufficient information to locate it within the Service; (c) your contact information; (d) a statement of good faith belief that the disputed use is unauthorized; and (e) a statement, under penalty of perjury, that the information provided is accurate and that you are the rights holder or authorized to act on their behalf. ULTEH will respond to valid, complete takedown notices in accordance with applicable copyright law, including the U.S. Digital Millennium Copyright Act (DMCA) where applicable.
Certain components of the Service may incorporate open source software licensed under various open source licenses (such as MIT, Apache 2.0, or GPL). Where open source components are included, they are provided under their respective open source license terms, which are available upon reasonable written request. Nothing in this Agreement modifies, restricts, or supersedes the rights granted to users under applicable open source licenses. In the event of any conflict between this Agreement and an applicable open source license, the open source license shall control with respect to the applicable open source component.
In the event of any dispute, claim, controversy, or disagreement arising out of or relating to this Agreement, the Service, or any aspect of the relationship between the parties (each, a "Dispute"), both parties agree to first attempt to resolve the Dispute informally and in good faith before initiating any formal legal proceedings. The party seeking to raise a Dispute must provide the other party with a written notice describing the nature and basis of the Dispute and the specific relief sought. The parties shall then engage in genuine, good-faith negotiations for a minimum period of thirty (30) days following the receipt of such written notice ("Negotiation Period") before either party may initiate formal proceedings. The Negotiation Period may be extended by mutual written agreement of the parties.
This Agreement, and all rights and obligations arising out of or related to it, shall be governed by, construed, and enforced exclusively in accordance with the laws of the jurisdiction in which ULTEH is registered and maintains its principal place of business, without giving effect to any conflict of laws principles or provisions that would result in the application of the laws of another jurisdiction. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) to this Agreement.
Any Dispute that cannot be resolved through the informal negotiation process described in Section 16.1 shall be submitted to and resolved by the courts of competent jurisdiction located in the jurisdiction in which ULTEH is registered. Each party irrevocably and unconditionally consents to the personal jurisdiction and venue of such courts for the resolution of all Disputes under this Agreement and waives any objection it may have to the laying of venue in such courts, including any objection based on inconvenient forum.
Notwithstanding any other provision of this Agreement, either party may seek immediate injunctive, preliminary, or other emergency equitable relief from any court of competent jurisdiction to prevent or restrain actual or threatened breaches of this Agreement that would cause irreparable harm for which monetary damages would be an inadequate remedy — including but not limited to breaches of confidentiality obligations, intellectual property violations, or unauthorized use of the Service. Seeking such emergency relief shall not be deemed a waiver of the informal resolution requirement in Section 16.1 or any other provision of this Agreement.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS ACTION, MASS ACTION, COLLECTIVE ACTION, CONSOLIDATED PROCEEDING, OR REPRESENTATIVE ACTION. NEITHER PARTY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS WITH THOSE OF ANY THIRD PARTY, OR TO PARTICIPATE IN ANY REPRESENTATIVE OR CLASS PROCEEDING AS A PLAINTIFF, CLASS MEMBER, OR PUTATIVE CLASS MEMBER. THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT.
Regardless of any statute of limitations or other law to the contrary, any claim or cause of action arising out of or relating to this Agreement or the Service must be formally asserted within one (1) year from the date on which the party asserting the claim knew or should reasonably have known of the facts giving rise to such claim. Any claim not timely filed within this period shall be permanently and irrevocably time-barred.
With the Customer's prior written consent, ULTEH may identify the Customer by name and use the Customer's company name, logo, trademarks, or service marks in ULTEH's website, marketing materials, sales presentations, investor communications, press releases, and case studies. This is solely for the purpose of referencing ULTEH's customer base and commercial partnerships. Any reference to the Customer shall not disclose any Confidential Information, non-public business details, or terms of this Agreement without the Customer's express written approval. Either party may issue a joint press release regarding this commercial relationship subject to the other party's prior written review and approval.
ULTEH shall not be liable to the Customer for any failure to perform or delay in performing any obligation under this Agreement to the extent that such failure or delay is caused by events beyond ULTEH's reasonable control ("Force Majeure Events"). Force Majeure Events include, without limitation: widespread internet or infrastructure outages; failures of third-party cloud hosting, infrastructure, or utility providers; cyberattacks or distributed denial-of-service attacks at a scale beyond reasonable mitigation; strikes, lockouts, or labor disputes (excluding those involving ULTEH's own employees); riots, civil disturbances, or insurrections; fires, floods, earthquakes, hurricanes, or other natural disasters; pandemics, epidemics, or public health emergencies declared by relevant governmental authorities; wars, acts of terrorism, or armed conflicts; embargoes, sanctions, or government-imposed export restrictions; or changes in applicable law or regulation that materially impair ULTEH's ability to perform.
Upon occurrence of a Force Majeure Event, ULTEH will notify the Customer as soon as reasonably practicable and will use commercially reasonable efforts to resume full performance as quickly as possible. If a Force Majeure Event prevents ULTEH from materially performing its obligations under this Agreement for a continuous period exceeding sixty (60) days, either party may terminate the Agreement without liability to the other, except for any payment obligations that have already accrued prior to the onset of the Force Majeure Event.
ULTEH recognizes that the Service is a continuously evolving, subscription-based platform and that periodic updates to this Agreement may be necessary to reflect changes to the Service, business practices, or applicable law. ULTEH reserves the right to update or modify the terms of this Agreement at any time, subject to the following notice requirements: for material changes that affect the Customer's substantive rights or obligations, ULTEH will provide at least thirty (30) days' advance written notice by email to the Customer's registered address or through a prominent notice within the Service. Non-material changes — such as typographic corrections, grammatical improvements, or restructuring that does not alter the parties' rights — may be made at any time without advance notice.
The current and controlling version of this Agreement is always available on ULTEH's website. Continued use of the Service after the effective date of any material modification constitutes the Customer's binding acceptance of the revised Agreement. If a Customer objects to a material change, the Customer's sole remedy is to terminate this Agreement before the change takes effect, and the Customer will be entitled to a pro-rated refund of any prepaid Fees covering the period after termination.
This Agreement does not and is not intended to create a partnership, franchise, joint venture, employment relationship, agency relationship, or fiduciary relationship between ULTEH and the Customer. Both parties are, and shall at all times remain, independent contractors. Neither party has the right or authority to bind the other party, assume obligations on the other's behalf, make representations on the other's behalf, or hold itself out as an agent, employee, partner, or legal representative of the other party. Nothing in this Agreement shall be construed to prevent either party from independently developing, marketing, or offering products or services that are similar to or competitive with those of the other party, subject to the restrictions in Section 3.2(g).
This Agreement is made solely and exclusively for the benefit of ULTEH and the Customer. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person, entity, or organization any legal or equitable right, benefit, remedy, entitlement, or cause of action of any nature whatsoever under or by reason of this Agreement. There are no intended third-party beneficiaries to this Agreement.
All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and delivered exclusively by email. Notices to ULTEH must be sent to [email protected] or to such other email address as ULTEH may designate in writing from time to time. Notices to Customers will be sent to the primary email address registered in the Customer's account, or to such other address as the Customer may designate in writing.
Email notices are deemed effective and received on the next business day after transmission, provided that the sender does not receive an automated non-delivery, bounce, or undeliverable notification. Notices delivered directly through the Service interface (such as in-app notifications or banners) are deemed effective immediately upon posting. It is the Customer's responsibility to maintain a current, active, and deliverable email address in its account profile. ULTEH shall not be responsible for failures in notice delivery caused by outdated or invalid contact information in the Customer's account.
Except as otherwise expressly provided in this Agreement (including with respect to ULTEH's right to update this Agreement under Section 17.3), no modification, amendment, or supplement to this Agreement will be valid, binding, or enforceable unless made in writing and duly executed or digitally acknowledged by authorized representatives of both parties.
No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a present or future waiver of such right, and no single or partial exercise of any right, power, or privilege shall preclude any other or further exercise of that or any other right, power, or privilege. Any waiver of a right or obligation must be explicit, specific, made in writing, and executed by the party granting the waiver. Waiver of any specific right on one occasion shall not be deemed a waiver of the same or any other right on any other occasion.
If any provision, clause, or part of this Agreement is held by a court or other authority of competent jurisdiction to be invalid, illegal, void, or unenforceable for any reason, such provision shall be modified only to the minimum extent strictly necessary to make it valid, legal, and enforceable under applicable law, while preserving the original intent of the parties as closely as possible. All remaining provisions of the Agreement shall continue in full force and effect without modification.
The Customer may not assign, transfer, delegate, sublicense, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, to any third party without the prior written consent of ULTEH, which shall not be unreasonably withheld or delayed. Any purported assignment by the Customer in violation of this section shall be null, void, and of no legal effect.
ULTEH may freely assign or transfer its rights and obligations under this Agreement, in whole or in part, without the Customer's prior consent: (a) to any affiliate within its corporate group; (b) in connection with a merger, acquisition, change of control, corporate reorganization, or restructuring; or (c) in connection with the sale, transfer, or other disposition of all or substantially all of ULTEH's assets or the business line to which this Agreement relates. ULTEH will provide the Customer with reasonable advance notice of any such assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, heirs, successors, and permitted assigns.
This Agreement, together with any applicable Orders, the Data Processing Agreement, the Privacy Policy, and any other documents expressly incorporated by reference herein, constitutes the entire and complete agreement between ULTEH and the Customer with respect to the subject matter of this Agreement. It supersedes, replaces, and merges all prior and contemporaneous negotiations, discussions, representations, warranties, proposals, offers, agreements, and understandings of any kind — whether oral, written, or electronic — between the parties relating to the Service.
In the event of any inconsistency or conflict between this Agreement and the terms of any specific Order, the terms of the applicable Order shall prevail with respect to the specific commercial terms addressed therein. In all other respects, this Agreement shall govern. No terms, conditions, or provisions contained in any Customer purchase order, procurement document, or similar instrument shall modify or supplement this Agreement unless explicitly agreed to in writing by an authorized representative of ULTEH.
This Agreement is prepared and executed in the English language. In the event that this Agreement is translated into any other language for the convenience of the Customer or any regulatory authority, the English language version shall be controlling and shall prevail in all respects in the event of any conflict, inconsistency, or ambiguity between the English version and any translation thereof.
The section headings, titles, and captions used throughout this Agreement are included solely for the convenience of the parties and for ease of reference. They do not form part of the operative terms of this Agreement and shall not affect, limit, or expand the interpretation, construction, or legal effect of any provision.
The Customer's click-through acceptance of this Agreement, its use of an electronic signature, or its continued access to or use of the Service after being presented with these terms shall constitute the Customer's valid, binding, and legally enforceable acceptance of this Agreement, with the same legal force and effect as a handwritten signature under applicable law. Both parties agree that electronic acceptance of this Agreement is sufficient to form a binding contract and that neither party will contest the enforceability of this Agreement solely on the basis that it was accepted electronically.
ULTEH is committed to making the Service accessible to all users, including those with disabilities. ULTEH works to comply with applicable accessibility standards, including the Web Content Accessibility Guidelines (WCAG), to the extent commercially practicable. If you encounter accessibility barriers when using the Service, please contact us at [email protected] and we will endeavor to address your concern in a timely manner.
