Terms and Conditions

Effective: July 3, 2025

These Terms govern your use of the UR Ai Solution’s website, software and artificial-intelligence services (collectively the “Services”). By creating an account, signing an Order Form or otherwise using the Services, you agree to these Terms, the Master Terms & Conditions for AI Services (PDF) (the “Master Terms”) and the Data Use Addendum. If there is any conflict, the hierarchy is: (1) a signed Order Form or Subscription Agreement; (2) the Master Terms (including its attached addenda); (3) these website Terms.

Who “we” and “you” are

“UR Ai,” “we,” “us” – UR Ai Solutions LLC, a New Jersey corporation, 27 Outwater Ln, Fl 2, Garfield NJ 07026.

“Client,” “you,” “your” – the company or organisation that opens an account or signs an Order Form, plus anyone it authorises to use the Services.

The Services are offered business-to-business. You must be at least 18 years old and authorized to bind your organization to these Terms.

Account & Access

You must provide accurate registration information, protect your credentials and ensure that all use complies with these Terms and the Acceptable-Use Rules below. You are responsible for all activity that occurs under your account.

Using our Services

We provide cloud-hosted AI agents (voice, SMS, email), dashboards, data connectors and related professional services as described in each Order Form. We may update or improve features automatically.

Fees, invoicing & auto-renew

Fees. Subscription, set-up and usage-based fees are listed on your Order Form and in Exhibit B of the Master Terms.
Invoices. Issued on the 1st of each month; Net 30. Late balances accrue 1.5 % per month.
Auto-renew. Unless the Order Form says otherwise, subscriptions run 12-month terms and renew for successive 12-month periods unless either party gives 60 days’ written notice before the end of the then-current term.
Price changes. We may change fees once per calendar year. We’ll e-mail at least 30 days’ notice; new rates apply on the next renewal. If you object, you may cancel that add-on or the subscription before renewal.

Your content & data license

Ownership. You retain all rights in the data, audio, text or other content you submit (“Client Data”).
License to us. You grant us a non-exclusive, worldwide license to host, process, analyze and otherwise use Client Data solely to (i) deliver and secure the Services and (ii) train, test and refine our machine-learning models. This license lasts for the term of the Agreement and 30 days thereafter for wind-down.
Deletion. We will delete or return Client Data within 30 days after your written request or termination, except where law requires retention.
Security. We are in the process of getting certified for SOC 2 Type 2 and ISO 27001 and ISO 43001 controls. UR Ai Solutions encrypts all data in transit and at rest.
Quality warning. AI output may be inaccurate or incomplete; you must review it before relying on it.

Your content & data license

1. Violate any law (e.g., TCPA, CAN-SPAM, GDPR, CCPA).

2. Upload infringing, obscene, hateful or otherwise unlawful content.

3. Probe, scan, reverse-engineer or overload the Services or attempt to bypass rate limits.

4. Use the Services or output to build or train competing AI models.

5. Misrepresent AI-generated output as solely human-generated.

We may suspend or terminate accounts that violate these rules after providing written notice and, where feasible, a reasonable opportunity to cure.

Third-party services

The Services may interoperate with third-party platforms (e.g., Twilio, DealerVault). Their terms apply to any Third-Party Output; we are not responsible for them.

Feedback

Suggestions or feedback you provide may be used by us without compensation; you grant us a perpetual, royalty-free license for that purpose.

Warranties & disclaimers

We warrant that we will deliver the Services in a professional, work-man-like manner. Except as expressly stated, the Services and all output are provided “as is.” We disclaim all other warranties, including fitness for a particular purpose and non-infringement.

Limitation of liability

Neither party is liable for indirect or consequential damages. Except for breaches of confidentiality or indemnity obligations, each party’s aggregate liability is capped at the fees paid under the Agreement in the 12 months preceding the event giving rise to the claim. For confidentiality or IP infringement claims, the cap is three (3) times those fees.

Indemnities

IP indemnity (Provider → Client). We will defend and indemnify you against third-party claims that the Services infringe patents, copyrights, trade secrets or trademarks.
Client indemnity. You will defend and indemnify us against third-party claims arising from your misuse of the Services or violation of these Terms.
Mutual breach indemnity. Each party will indemnify the other for claims resulting from its own gross negligence, fraud or willful misconduct.

Termination & suspension

Either party may terminate for material breach not cured within 30 days of written notice. Upon termination, all unpaid fees become due and Section 5 (deletion) applies. We may suspend the Services immediately to comply with law or to prevent substantial harm; we’ll notify you and restore service when the issue is resolved.

Changes to terms or services

We may update these Terms to reflect legal, security or business changes. Materially adverse changes will take effect 30 days after we notify you by e-mail or in-product message. All other changes are effective on posting. Continued use after the effective date constitutes acceptance.

Export & sanctions compliance

You may not use the Services (a) in embargoed countries or (b) for any end use prohibited by U.S. export laws. You represent that neither you nor your authorized users are on any U.S. sanctions list.

Governing law & dispute resolution

Good-faith mediation. Before litigation or arbitration, we will try to resolve disputes by mediation; either party may initiate if a dispute is not resolved within 30 days of notice.
Arbitration. If unresolved, disputes will be finally settled by binding arbitration under the AAA Commercial Arbitration Rules in Wilmington, Delaware (video or documents-only hearing permitted). Judgment on the award may be entered in any court of competent jurisdiction.
Class-action waiver. Disputes must be brought on an individual basis; class or representative actions are not permitted.
Small-claims court. Either party may bring qualifying claims in small-claims court in New York County, NY.
Governing law. New York law (excluding its conflict-of-laws rules) governs.

Miscellaneous

Assignment. You may not assign these Terms without our written consent. We may assign to an affiliate or successor.
Severability. If any provision is unenforceable, the remainder stays in effect.
No waiver. Failure to enforce a right is not a waiver of future enforcement.
Entire agreement. These Terms, the Master Terms, Data-Use Addendum and any signed Order Form form the entire agreement and supersede earlier agreements on the same subject.