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 legal entity (“Customer”) and confirms that they have the authority to bind that entity and its affiliates to these terms. If the individual does not have such authority or if the entity does not agree to these terms, they must not accept this agreement or use the services.
Capitalized terms are defined within this agreement. Both parties acknowledge and agree to the following:
ULTEH operates and provides a cloud-based artificial intelligence service designed to support customer interactions, including customer service, sales, and user engagement (the "Service"). Any content, configurations, customizations, uploads, or other materials that the Customer (including its Users) creates or utilizes within the Service are considered "User Submissions." The Customer is solely responsible for all User Submissions contributed to the Service. Additional terms regarding ownership and rights to User Submissions are outlined in Section 8.2. The Service may include templates, scripts, documentation, and other resources to facilitate the Customer’s use of the Service (collectively, " ULTEH Content"). Customers do not receive access to or ownership of the underlying code, software, or architecture of the Service (collectively, the "Software") and will not be provided with a copy of the Software itself.
Subject to the terms of this Agreement, the Customer may purchase a subscription and is granted the 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 business 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 authorized by the Customer and is intended solely for the Customer’s internal business purposes, not for the benefit of any third party ("Users").
ULTEH retains full 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, or fixes. This also includes any derivative works or adaptations of the aforementioned materials. No licenses are granted implicitly under this Agreement, and any rights not explicitly provided to the Customer remain the exclusive property of ULTEH .
The Service includes customizable settings that allow Users to assign permissions to other Users for performing various tasks within the platform ("Permissions"). Managing and setting these Permissions is solely the responsibility of the Customer, including deciding which Users have the authority to grant them. ULTEH does not oversee or manage Permissions and bears no liability for any Permissions configured by the Customer or its Users. The Customer may extend access to the Service to its Affiliates, in which case all rights and obligations outlined in this Agreement will also apply to those Affiliates. The Customer guarantees that it is fully responsible for any violations of this Agreement by its Affiliates and affirms that it has the authority to enter into this Agreement on their behalf. Additionally, the Customer remains responsible for fulfilling all payment obligations under this Agreement, regardless of whether the Service is used by the Customer itself or its Affiliates. Any claims an Affiliate may have against ULTEH must be pursued by the Customer, not the Affiliate. For the purposes of this Agreement, an "Affiliate" refers to any entity that directly or indirectly controls, is controlled by, or is under common control with a party. "Control" is defined as ownership of more than fifty percent (50%) of the voting shares or other equity interests.
The Customer is accountable for all activity occurring within its account and those of its Users, except in cases where unauthorized access arises due to security vulnerabilities within the Service itself. The Customer must ensure that its Users are informed of and adhere to the obligations and restrictions outlined in this Agreement and is responsible for any violations committed by its Users.
The Customer agrees not to, and will not allow Users or third parties to, directly or indirectly:
If the Customer’s use of the Service causes significant harm to ULTEH or compromises the security or integrity of the Service, ULTEH reserves the right to suspend access. In such cases, reasonable efforts will be made to notify the Customer and resolve the issue as quickly as possible.
ULTEH may offer access to APIs as part of the Service. ULTEH reserves the right to establish and enforce usage limits on these APIs, and the Customer agrees to adhere to such limitations. Additionally, ULTEH may suspend or terminate API access at any time at its discretion.
The Service may integrate with third-party products, services, or applications that are not owned or controlled by ULTEH ("Third-Party Services"). Customers have the option to use these Third-Party Services in conjunction with our Service. If integration with a Third-Party Service requires it, Customers are responsible for providing their login credentials to ULTEH solely for the purpose of enabling the Service. Customers confirm that they have the authority to share such information without violating any terms or agreements governing their use of the Third-Party Services. ULTEH does not endorse or take responsibility for any Third-Party Services. Customers acknowledge that this Agreement does not govern the use of Third-Party Services and that separate agreements may be required with the providers of such services. ULTEH explicitly disclaims all warranties and representations related to Third-Party Services. Any warranty claims, disputes, or issues must be handled directly between the Customer and the provider of the Third-Party Service. The use of Third-Party Services is at the Customer's own risk, and ULTEH shall not be held liable for any issues, damages, or disruptions resulting from the use or inability to use Third-Party Services.
Customers are responsible for paying the 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. Payment obligations cannot be canceled, and except as expressly stated in this Agreement, Fees are non-refundable. ULTEH reserves the right to adjust its Fees or introduce new charges at its discretion. If a Customer disagrees with any revised Fees, they may choose not to renew their subscription upon expiration.
ULTEH , either directly or through a third-party payment processor ("Payment Processor"), will charge the Customer for the applicable Fees using the credit card or ACH payment details provided. ULTEH reserves the right to process charges for any services under the order, including recurring Fees, through the Customer’s designated payment method. It is the Customer's responsibility to ensure that ULTEH has accurate and up-to-date credit card or ACH payment information. Failure to provide accurate payment details may result in a suspension of access to the Service. ULTEH also reserves the right to offset any outstanding Fees owed by the Customer. If payment is processed through a Payment Processor, such transactions will be governed by the Payment Processor’s 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 such errors, even if payment has already been processed. By accepting an order, the Customer authorizes recurring charges to be automatically applied to their designated payment method without requiring further approval until they update their payment details or terminate this Agreement.
The Fees charged for the Service do not include any taxes, levies, duties, or similar government-imposed charges, such as sales tax, value-added tax (VAT), use tax, or withholding tax (collectively, "Taxes"). The Customer is responsible for covering any applicable Taxes related to their purchase. If ULTEH is required by law to collect or remit Taxes on behalf of the Customer, it will issue an invoice for the applicable amount unless the Customer provides a valid tax exemption certificate from the appropriate tax authority before the charge is applied. For clarification, ULTEH is only responsible for taxes related to its own income, property, and employees.
If a Customer fails to make a payment by the due date, ULTEH reserves the right to suspend access to the Service until the outstanding balance is settled. ULTEH is also authorized to make multiple attempts to charge the Customer’s designated payment method if the initial transaction is unsuccessful. If a Customer believes they have been billed incorrectly, they must notify ULTEH within sixty (60) days of the billing statement where the error first appeared to request a correction or credit. Upon receiving a dispute notice, ULTEH will conduct a review and provide the Customer with a written response, including any supporting evidence. If the review determines that the charges are valid, the Customer must pay the outstanding amount within ten (10) days of receiving ULTEH 's decision.
Subscriptions for access to and use of ULTEH 's service ("Service") begin on the start date specified in the applicable Order ("Subscription Start Date") and remain active for the designated Subscription Period. Customers who wish to discontinue their subscription can do so by notifying ULTEH at billing@ulteh.com.au (with written confirmation from ULTEH ) or by adjusting their subscription settings within their account. This Agreement becomes effective on the first day of the Subscription Period and remains in effect for the duration specified in the Order, including any renewal periods or any period in which the Customer continues using the Service, even if not under a paid Order ("Term"). If this Agreement is terminated by either party, all associated Orders will also be terminated. If a Customer decides to cancel or not renew their paid subscription, they will still have access to the Service, but their account will automatically be downgraded to a limited-feature version that ULTEH provides to unpaid users ("Free Version"). However, if the Agreement is terminated by either ULTEH or the Customer, or if the Customer deletes their workspace within the Service, access to the Free Version will also be revoked.
Either party has the right to terminate this Agreement by providing written notice if the other party commits a material breach and fails to remedy it within thirty (30) days of receiving notice. Additionally, ULTEH reserves the right to terminate a Customer's access to the Free Version at any time with prior notice.
If the Customer terminates this Agreement due to an unresolved breach by ULTEH , any unused, prepaid Fees for the remainder of the current Subscription Period will be refunded. However, if ULTEH terminates the Agreement due to an uncured breach by the Customer, the Customer remains responsible for any unpaid Fees covering the remainder of the Subscription Period beyond the termination date. Termination does not absolve the Customer of payment obligations for any Fees incurred prior to the termination's effective date. Upon termination, all rights and licenses granted by ULTEH will be revoked immediately, and the Customer will lose access to the Service. Within thirty (30) days of termination for cause, upon request from the Customer, or if the Customer deletes its workspace, ULTEH will delete the Customer’s User Information, including passwords, files, and submissions, unless an earlier deletion is requested in writing. For Customers using the Free Version, ULTEH may retain User Submissions and User Information to support continued use. However, if an account remains inactive for more than one (1) year, ULTEH reserves the right to delete all User Submissions and User Information.
The sections titled " ULTEH 's Ownership," "Third-Party Services," "Financial Terms," "Term and Termination," "Warranty Disclaimer," "Limitation of Liability," "Confidentiality," "Data," and "General Terms" will remain in effect even after the termination or expiration of this Agreement.
Customers affirm and guarantee that all User Submissions provided by Users comply with all relevant laws, regulations, and governing rules.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ULTEH EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMERS ACKNOWLEDGE THAT ULTEH DOES NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS MAY NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO THESE DISCLAIMERS MAY BE LIMITED TO THE EXTENT PROHIBITED BY LAW.
NOTWITHSTANDING ANY CONTRARY PROVISION, ULTEH SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM USE OR INABILITY TO USE THE SERVICE, SERVICE INTERRUPTIONS, DELAYS, LOSS OF BUSINESS OR GOODWILL, LOST REVENUE OR PROFITS, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY INVOKED. FURTHERMORE, ULTEH 'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER ULTEH HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND SHALL REMAIN IN FORCE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) may share business, technical, or financial information related to its operations that, given the nature of the information and the context of disclosure, is reasonably considered confidential (“Confidential Information”).
For ULTEH , Confidential Information includes non-public details regarding the features, functionality, and performance of the Service. For Customers, Confidential Information includes User Information and User Submissions. Additionally, this Agreement and all associated Orders are considered Confidential Information of both parties.
However, Confidential Information does not include information that:
The Receiving Party is required to:
This clause does not restrict either party from sharing the terms of this Agreement or the other party’s name with potential investors or buyers, provided that such disclosures are made under customary confidentiality terms.
If the Receiving Party is legally required to access or disclose the Disclosing Party’s Confidential Information, it may do so, provided that it: Notifies the Disclosing Party in advance, unless prohibited by law. Provides reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party chooses to challenge or limit the disclosure.
Customers may, from time to time, provide suggestions, comments, or feedback regarding the Service (“Feedback”). ULTEH may, at its discretion, incorporate this Feedback into its products or services. By providing Feedback, Customers grant ULTEH a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, modify, create derivative works from, distribute, display, disclose, and otherwise utilize the Feedback in any manner it deems appropriate, without obligation or restriction. However, ULTEH agrees not to publicly attribute the Feedback to the Customer without prior consent.
To access the Service, Customers and their Users may be required to provide certain details, including names, email addresses, usernames, IP addresses, browser types, and operating systems ("User Information"). Customers grant ULTEH and its subcontractors permission to store, process, and retrieve User Information as necessary for the operation of the Service. Customers represent and warrant that they have the legal right to provide ULTEH with User Information for processing in accordance with this Agreement. Additionally, Customers are solely responsible for their User Information and for any unauthorized use of their credentials.
Customers grant ULTEH a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely for the purpose of providing the Service. Except for the rights explicitly granted in this Agreement, Customers retain full ownership of their User Submissions, and no additional rights or licenses are implied.
ULTEH collects data related to the performance and operation of the Service ("Service Data") as Customers interact with it. As long as the Service Data is aggregated and anonymized—ensuring that no personal information is disclosed— ULTEH may freely use this data for any purpose. ULTEH retains full ownership of all Service Data but will not identify Customers or Users as its source.
ULTEH implements reasonable security measures to protect Customer Data, including User Submissions and User Information. However, Customers remain responsible for securing their own systems and data. ULTEH processes all Customer Data in accordance with its Data Processing Agreement.
With the Customer’s prior written consent, ULTEH may identify the Customer and use their name, logo, trademarks, or service marks on ULTEH ’s website and marketing materials. This is solely for the purpose of showcasing ULTEH 's clientele and user base, without compromising any confidential information or privacy rights of the Customer.
ULTEH shall not be held liable for any failure or delay in fulfilling its obligations under this Agreement due to circumstances beyond its reasonable control. Such events may include, but are not limited to, failures of third-party hosting or utility providers, strikes (excluding those involving ULTEH 's employees), riots, fires, natural disasters, wars, acts of terrorism, or government actions. These unforeseen circumstances act as a safeguard, protecting ULTEH from liability when external factors prevent it from delivering its services as expected.
ULTEH recognizes that its Service is a continuously evolving, subscription-based product. To improve the customer experience, ULTEH reserves the right to make modifications to the Service. However, ULTEH commits to ensuring that such changes will not materially reduce the core functionality provided to Customers. Additionally, ULTEH may update the terms of this Agreement unilaterally. In such cases, Customers will receive at least thirty (30) days' notice before the changes take effect. Any modifications will be prominently posted, such as on ULTEH 's website terms page.
This Agreement does not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between ULTEH and the Customer. Both parties remain independent contractors, each maintaining their own operations and autonomy while collaborating in accordance with the terms of this Agreement.
This Agreement is exclusively between ULTEH and the Customer. It is not intended to confer any benefits upon, nor grant enforcement rights to, any third party, whether directly or indirectly. This clause defines the scope of the Agreement, ensuring that all obligations and benefits remain strictly between the involved parties.
Notices under this Agreement will be delivered via email, though ULTEH may also choose to provide notices directly through the Service. Notices to ULTEH must be sent to its designated email address. Notices to Customers will be sent to the email address provided by them within the Service. Notices are considered delivered on the next business day after being sent via email or immediately if provided through the Service.
No modifications to this Agreement will be valid or enforceable unless made in writing and signed or acknowledged by authorized representatives of both parties. Additionally, neither party’s delay or failure to exercise any right under this Agreement will be considered a waiver of that right. Any waiver must be explicit, in writing, and signed by the party granting it.
If any provision of this Agreement is deemed unlawful or unenforceable by a court, it will be modified only to the extent necessary to ensure its legality and enforceability. All remaining provisions of the Agreement will continue to remain fully effective. This clause ensures that the Agreement remains valid and operational, even if certain parts need to be adjusted or removed.
Neither party may assign or transfer their rights or obligations under this Agreement without the prior written consent of the other party. However, ULTEH may assign its rights without consent in the event of a merger, acquisition, corporate reorganization, or the sale of substantially all its assets. Any unauthorized assignment will be considered null and void. This Agreement remains binding and extends to the parties, their successors, and permitted assigns.
This Agreement shall be governed by and interpreted in accordance with the laws applicable in the jurisdiction where ULTEH is registered, excluding its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the state or federal courts of the governing jurisdiction, and both parties consent to the jurisdiction and venue of these courts. Both parties waive any right to a jury trial for disputes related to this Agreement. Additionally, the prevailing party in any enforcement action shall be entitled to recover reasonable costs and attorney fees.
This Agreement, along with any referenced documents and Orders, represents the entire agreement between ULTEH and the Customer, superseding all prior discussions, agreements, and understandings of any kind. This ensures clarity and completeness in defining the mutual expectations and obligations of both parties.
