Terms of Service

Acceptance of These Terms of Service

UCTRL AI, Inc. ("uCtrl," "we," "us," or "our") provides our services (described below) and related content to you through our website(s) located at https://uctrl.ai (the "Site"), our mobile applications (the "Mobile Apps") and our related products and services (collectively, the "Services"). All access and use of the Services is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these "Terms of Service"). By accessing, browsing, or otherwise using the Site or any other aspect of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Services.

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

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 uCTRL 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.

Your Privacy: At uCTRL, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://uctrl.ai/privacy (the "Privacy Policy"). By using the Services, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Services, you will be subject to any additional terms applicable to such features that may be posted on or within the Services from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Services

Services Description: The Services allow you to create an account and securely upload your personal information, including health-related data, medical records, and other relevant information (collectively, "User Health Data"). Our Services use AI-powered technologies to process and analyze your User Health Data, providing you with insights and tools to better understand and manage your health information. You maintain control over your User Health Data and may choose to share it with healthcare providers, medical professionals, and other authorized parties of your choosing, empowering you to take an active role in managing your healthcare.

Medical and Healthcare Disclaimer: We do not provide clinical care, medical advice, diagnosis, treatment recommendations, or any healthcare services. We are not a healthcare provider, covered entity under HIPAA, or medical professional. The Services ARE not intended to replace, and does not replace, electronic health record systems, medical consultations, or the advice of qualified healthcare professionals. The information provided through this Services is for informational purposes only and is not intended to be a substitute for professional medical advice, diagnosis, or treatment.

ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of information you have read or received through the Services.

If you think you may have a medical emergency, call your doctor or 911 immediately. The Services is not designed for emergency medical situations.

Your Registration Obligations: You may be required to register with uCTRL or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Services' registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Services, with or without registering.

User Health Data Submission: You may upload User Health Data to the Services to process it using our AI-powered platform and to share it with healthcare providers and other authorized parties as you choose. By uploading User Health Data, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you are submitting your own personal information and are not providing information on behalf of any third party; (c) all information you provide is accurate, complete, and truthful to the best of your knowledge; (d) you have the legal right to submit such information; (e) you understand that the accuracy and completeness of your User Health Data directly affects the quality of insights and services you receive; and (f) you will promptly update your User Health Data if any information changes. Even if you are a parent, guardian, or caregiver of a minor, you may not use the Services to submit health data or create an account on behalf of that minor. The Services are designed solely for use by adults managing their own health information.

Interactions with Health System Customers: When you choose to share your User Health Data with a healthcare provider, health system, medical practice, or other healthcare entity (each, a "Health System Customer") through the Services: (a) you authorize us to share your User Health Data and contact information with the specific Health System Customer(s) you have selected; (b) your healthcare relationship and any treatment, services, or care you receive from that Health System Customer will be governed by that Health System Customer's own terms, conditions, privacy practices, and policies; (c) we are not responsible for the conduct, practices, or obligations of any Health System Customer, including their handling of your information, quality of care, medical decisions, billing practices, or data security measures; and (d) you may revoke a Health System Customer's access to your User Health Data through the Services at any time, subject to any legal obligations or agreements you have entered into directly with that Health System Customer regarding your ongoing care.

Processing of User Health Data: Our Services offer optional AI features that analyze your User Health Data to generate insights, summaries, and recommendations to help you understand and manage your health information. These AI features are off by default. The AI processing is performed by Amazon Web Services (Amazon Bedrock), our AI service provider, on our behalf, and your data is not used to train third-party AI models, as further described in our Privacy Policy. We will ask for your consent in the app before any of your data is sent for AI processing, and you can turn AI features off at any time in the app settings. By enabling AI features, you consent to the processing and analysis of your User Health Data using artificial intelligence, machine learning, and other automated technologies. You acknowledge that (a) AI-generated outputs are produced through automated analysis and may contain errors or inaccuracies; (b) AI insights are not a substitute for professional medical advice, diagnosis, or treatment; (c) you should independently verify AI-generated information and consult with qualified healthcare professionals before making health-related decisions; and (d) we make no warranties regarding the accuracy, completeness, or reliability of AI-generated analysis. You assume all responsibility for any decisions made based on AI-processed information.

Data Retention and Account Deletion: We will retain your User Health Data for as long as your account remains active or as needed to provide you with Services. You may request deletion of your account at any time through your account settings or by contacting us at support@uctrl.ai. Upon account deletion, we will delete or anonymize your User Health Data in accordance with our Privacy Policy, except as required for legal compliance or legitimate business purposes. We may retain certain information as required by law or for legitimate business purposes such as fraud prevention, resolving disputes, or enforcing our agreements.

Updates to User Health Data: You are responsible for keeping your User Health Data current and accurate. Material changes to your health status, contact information, or other relevant data may affect your use of the Services.

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

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

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

Conditions of Access and Use

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

• email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of uCTRL, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose uCTRL or its users to any harm or liability of any type;
• interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;
• violate any applicable local, state, national, or international law, or any regulations having the force of law;
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• solicit personal information from anyone under the age of 18;
• harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
• further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
• obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Services;
• circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Services Content (as defined below)) available on or through the Services, including through the use of virtual private networks; or
• engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

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

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

No Commercial Use: Unless otherwise expressly authorized herein or in the Services, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Services for any commercial purposes. The Services are for your personal use.

Fees and Payment

Free and Premium Versions: We offer both a free version and a premium subscription version of our Services. The free version provides basic functionality at no cost to you. Our premium subscription unlocks additional features, content, and functionality as described on our Sites, in the Mobile Apps, or during the subscription purchase process.

Subscription Fees: Premium subscription fees are charged on a monthly basis. The current subscription price will be displayed to you at the time of purchase and in your account settings. All fees are stated and charged in U.S. dollars (or your local currency as applicable) unless otherwise specified. To subscribe to our premium Services, you must provide a valid credit card or other accepted payment method. You authorize us to charge your designated payment method at the beginning of each monthly billing cycle for all applicable fees and any applicable taxes. You are responsible for maintaining valid payment information in your account.

Automatic Renewal: Your premium subscription will automatically renew at the end of each monthly billing period unless you cancel prior to the renewal date. By subscribing, you authorize us to continue charging your payment method on a recurring monthly basis until you cancel. You will be charged the then-current subscription rate for each renewal period.

Cancellation and Downgrade: You may cancel your premium subscription at any time through your account settings or by contacting our customer support team. Cancellation will take effect at the end of your current billing period. You will not be charged for any subsequent billing periods after cancellation, but you will retain access to premium features through the end of the period you have already paid for. If you cancel your premium subscription, your account will automatically revert to the free version at the end of your billing period. No refund or credit will be provided for any unused portion of your subscription period.

Changes to Fees: We reserve the right to modify our subscription fees at any time. If we increase the price of your subscription, we will provide you with advance notice of at least 30 days before the new price takes effect. The notification will be sent to the email address associated with your account or displayed prominently within the Services. Price changes will take effect at the start of your next billing cycle following the notice period. Your continued use of the premium Services after a price increase constitutes your acceptance of the new fees. If you do not agree to a price increase, you may cancel your subscription before the new price takes effect, and you will not be charged the increased amount.

Taxes: All fees are exclusive of applicable federal, state, local, or foreign taxes, levies, or duties. You are responsible for payment of all such taxes, which will be added to your invoice or charged to your payment method as required by law, except for taxes based on our net income.

Failed Payments and Account Suspension: If your payment method is declined, expired, or otherwise fails, or if your account becomes past due, we reserve the right to suspend or restrict your access to premium features until payment is successfully processed. We may attempt to charge your payment method again or request that you provide updated payment information. If payment is not received within a reasonable time period, we may terminate your premium subscription and downgrade your account to the free version. You will remain responsible for any outstanding fees owed.

Refund Policy and Billing Disputes: All subscription fees are non-refundable except as expressly stated in these Terms or as required by applicable law. We do not provide refunds or credits for partial subscription periods, unused premium features, or subscriptions canceled before the end of a billing cycle. If you believe you have been incorrectly charged, please contact our customer support team within 30 days of the charge. We will investigate any billing concerns and, if we determine that an error occurred, we will issue an appropriate refund or credit. If you wish to dispute any charges, you must notify us in writing within 30 days of the date of the charge in question. Failure to notify us within this timeframe will constitute your acceptance of all charges.

Mobile Services and Software

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

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

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

Special Notice for International Use; Export Controls: uCTRL is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the Laws of your specific jurisdiction. Software available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export Laws. Downloading, accessing, or using the Software or the Services is at your sole risk.

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

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

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

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

Text Messaging Program

If you opt in, uCTRL sends automated text messages to help schedule medical appointments: scheduling questions, appointment options, confirmations and reminders. Message frequency varies. Message and data rates may apply.

Reply STOP to opt out at any time. Reply HELP for help, or contact support@uctrl.ai. Carriers are not liable for delayed or undelivered messages. See our Privacy Policy at https://uctrl.com/privacy.

Intellectual Property Rights

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

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

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

User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant uCTRL and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content (but excluding your User Health Data), in any form, medium or technology now known or later developed, (a) in connection with the operation of the Services; (b) to develop and improve the Services and other uCTRL offerings; (c) as otherwise set forth in our Privacy Policy. You hereby grant us a limited, non-exclusive, worldwide, royalty-free, fully paid-up right and license to use your User Health Data as necessary to facilitate your use of the Services. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

Usage Data: You hereby authorize uCTRL and its third-party service providers to collect and data and information relating to the Services and related systems and technologies (but excluding User Health Data) and derive statistical and usage data relating thereto (collectively, "Usage Data"). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Feedback: Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Services ("Submissions"), provided by you to uCTRL are non-confidential and uCTRL will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

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

Third-Party Services and Websites

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

Indemnification

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

Disclaimer of Warranties

Your use of the Services is at your sole risk. The Services is provided on an "as is" and "as available" basis. The uCTRL 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 uCTRL Parties make no warranty that (a) the Services will meet your requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) the results that may be obtained from the use of the Services will be accurate or reliable; or (d) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations.

Limitation of Liability

You expressly understand and agree that the uCTRL 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 uCTRL 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 Services; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Services; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the Services; or (e) any other matter relating to the Services. In no event will the uCTRL Parties' total liability to you for all damages, losses, or causes of action exceed the amount you have paid uCTRL 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 set forth above may not apply to you or be enforceable with respect to you. If you are dissatisfied with any portion of the Services or with these Terms of Service, your sole and exclusive remedy is to discontinue use of the Services.

If you are a user from New Jersey, 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 the laws of the State of New Jersey, the invalidity of such portion 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.

Agreement to Arbitrate

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

Prohibition of Class and Representative Actions and Non-Individualized Relief

You and uCTRL 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 uCTRL 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. Also, 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.

Pre-Arbitration Dispute Resolution

uCTRL is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at the email set forth below. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to uCTRL should be sent to the contact address listed below ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If uCTRL and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or uCTRL may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by uCTRL or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or uCTRL is entitled.

Opt-Out Right

You have the right to opt out of this Arbitration Agreement in accordance with the process set forth herein. If you opt out, neither you nor we can require the other to participate in arbitration. To opt out, you must notify us in writing within thirty (30) days of the date you first accept these Terms of Service. Your opt-out notice must include: (1) your name and address; (2) the email address associated with your account (if applicable); and (3) a clear statement that you wish to opt out of the arbitration agreement. You must send your opt-out notice to: via email to the contact email set forth below with the Subject: "Arbitration Opt-Out". If you opt out of the arbitration agreement, all other terms of these Terms of Service will continue to apply. Opting out of this arbitration agreement has no effect on any previous arbitration agreements you may have had with us or any future arbitration agreements you may enter into with us.

Arbitration Procedures

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

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

Costs of Arbitration

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

Confidentiality

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

Severability

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

Future Changes to Arbitration Agreement

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

Termination

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

User Disputes

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

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and uCTRL governing your access and use of the Services, and supersede any prior agreements between you and uCTRL with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions, unless the laws of your jurisdiction require different substantive law apply. With respect to any disputes or claims not subject to arbitration, as set forth above, you and uCTRL submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of uCTRL to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of uCTRL.

Notice for California Users

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

U.S. Government Restricted Rights

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

Questions? Concerns? Suggestions?

Please contact us to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Services. You may reach us at support@uctrl.ai or [Address].

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