Terms of Service

Last updated March, 2025

1. Introduction & Acceptance of Terms

Welcome to UpBrains AI!

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User") and UpBrains AI, Inc. ("UpBrains AI," "we," "us," or "our").

These Terms govern your (1) access to and use of the UpBrains AI website, (2) access to and use of UpBrains AI services available via the UpBrains AI website ("SaaS Model"), (3) access to and use of UpBrains AI services through API integrations ("API Model"), and (4) access to and use of UpBrains AI services through User Properties including their website, APIs, services, and offerings (“Code Model”).

By accessing, registering, or otherwise using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, Acceptable Use Policy, and any other policies referenced herein.

If you do not agree to these Terms, you must immediately discontinue use of UpBrains AI services. We reserve the right to update these Terms at any time. Any changes will become effective upon posting, and continued use after such changes constitutes acceptance.

2. Definitions

In these Terms, unless otherwise stated:

● "UpBrains AI" refers to UpBrains AI, Inc., including its website, AI-powered automation services, AI agents, API offerings, and integrations.

● "AI Agents" refer to UpBrains AI-powered automation agents that assist businesses in automating tasks, customer interactions processing, generating insights and recommendations, and automating workflows. Examples of available AI Agents include, but are not limited to:

Inbox Automation
Ticket Processing and Automation
Document Extraction
Order Processing
Request for Quote (RFQ)
Invoice Processing
Customs Agent
Certificate of Analysis (CoA) Agent
Custom Automation Agent
Ticket Auto-Response
Client Onboarding
UpBrains AI may modify this list at its sole discretion.

● "Services" refer to all programmatic functions, AI-powered automation tools and AI Agents provided by UpBrains AI and consumed through any of the offering models defined thereafter, including inbox automation, document management and automation, ticket automation, chatbots in all interaction modalities, workflow automation, data analysis, and related automation tools.

● “User” refers to any individual, organization, or entity that registers for, subscribes to, or otherwise accesses and uses UpBrains AI Services, either directly or through an authorized representative. Users have administrative control over their accounts and may authorize End Users to access and use the Services on their behalf.

● “End User” refers to any individual or entity who interacts with UpBrains AI Services under the authority, invitation, or account of a User. End Users may include employees, contractors, customers, or other third parties designated by the User. Unlike Users, End Users do not have direct administrative control over the account but may utilize the Services as permitted by the User.

● “User Properties” shall mean the User's websites, applications, or other offerings owned and operated by (or for the benefit of) the User through which the User uses the Services.

● "SaaS Model" refers to UpBrains AI’s online services accessed via its website.

● "API Model" refers to UpBrains AI's AI-powered services accessed via API integrations.

● “Code Model” refers to UpBrains AI's AI-powered services accessed via User Properties.

● "Customer Data" refers to any data, content, or information submitted, uploaded, transmitted, or generated by a User or End User through the use of UpBrains AI Services. Customer Data may include but is not limited to text, documents, data, and structured or unstructured information provided by Users or End Users as part of their interactions with the Services. Customer Data does not include system-generated data, aggregated usage statistics, or data collected by UpBrains AI for the purpose of improving service functionality, maintaining security, or complying with legal obligations.

● "AI Outputs" refer to responses, summaries, recommendations, and other outputs generated by UpBrains AI's automation tools.

● "Subscription" refers to a paid or free plan that grants access to UpBrains AI services for a specified duration under defined terms.

● "Third-Party Services" refer to any external platforms, applications, or services that integrate with or interact with UpBrains AI.

● "Confidential Information" refers to any information provided or made available by the Disclosing Party to the Receiving Party in connection with the Services that is either explicitly identified as confidential or should reasonably be understood to be proprietary or confidential based on the nature of the information and the circumstances of disclosure.

● "Support Services" refer to customer support, troubleshooting, and technical assistance provided by UpBrains AI in relation to its offerings.

● "Prohibited Use" refers to any use of UpBrains AI services that violates applicable laws, regulations, or ethical standards as outlined in these Terms.

3. Eligibility and User Accounts

To use UpBrains AI, you must be at least 18 years old (or the legal age of majority in your jurisdiction) and have the authority to enter into legally binding agreements on behalf of yourself or your organization.

Users may need to register an account to access certain features of the Services. When creating an account, you agree to:

● Provide accurate, complete, and up-to-date information.

● Maintain the confidentiality of your login credentials.

● Notify UpBrains AI immediately of any unauthorized use of your account or security breaches.

You are solely responsible for all activities that occur under your account. UpBrains AI is not liable for any loss or damage resulting from unauthorized access or use of your account.

If you create an account on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. The entity will be fully responsible for all activities conducted under its account.

UpBrains AI reserves the right to suspend or terminate accounts that:

● Violate these Terms or any applicable laws.

● Engage in fraudulent, misleading, or abusive conduct.

● Have been inactive for an extended period, as determined at UpBrains AI’s sole discretion.

Users may not create multiple accounts for the purpose of circumventing feature limitations, accessing free trials multiple times, or engaging in abusive behavior.

You may request deletion of your account at any time by contacting UpBrains AI support. Upon account deletion, certain data may be retained as required by law or for legitimate business purposes.

4. Scope of Services Provided

UpBrains AI provides AI-powered automation tools designed to enhance customer operations, streamline business workflows, and integrate seamlessly with third-party platforms (e.g., Front App, Zendesk, Salesforce and more). The Services offered by UpBrains AI include, but are not limited to:

● SaaS Model: Users can access UpBrains AI's Services directly through the UpBrains AI website. This model allows businesses to utilize automation functions and AI-powered features such as inbox automation, document extraction, and workflow automation without additional infrastructure or coding.

● API Model: UpBrains AI offers API integrations that allow businesses to connect AI-powered Services and AI Agents directly into their existing systems or integrated into third party applications they are using. API users can automate tasks such as inbox automation, ticket processing, order processing, invoice management and more or automate their processes using UpBrains AI Services.

● Code Model: Users can deploy UpBrains AI code into User Properties in order to enable messaging, calling, chat, email and other functionalities to interact with UpBrains AI Services.

UpBrains AI provides specialized AI Agents that handle specific automation tasks. The actual list of AI Agents are provided in the Definition section above. UpBrains AI reserves the right to modify, add, or remove AI Agents at its discretion.

UpBrains AI's Services can be integrated with various third-party platforms to enhance functionality and interoperability. Users acknowledge that the availability and performance of third-party integrations are subject to the terms and policies of the respective providers.

While UpBrains AI strives to ensure high service availability, temporary disruptions may occur due to maintenance, updates, or unforeseen technical issues. UpBrains AI reserves the right to update, modify, or discontinue any Service feature at its sole discretion.

5. User Responsibilities & Acceptable Use

Users must comply with the UpBrains AI Acceptable Use Policy, which forms an integral part of these Terms and sets forth additional guidelines and restrictions regarding the use of our Services. The Acceptable Use Policy can be found at Acceptable Use Policy.

6. Subscription Plans, Fees & Payment Terms

UpBrains AI offers multiple subscription plans with varying features and pricing. Users can choose the plan that best fits their needs, and plan details are available on the website.

Users agree to pay all applicable fees for their selected subscription plan. Payments are processed via our designated payment providers, and billing cycles may be monthly, quarterly, or annually, as specified at the time of purchase.

Unless otherwise specified, subscriptions automatically renew at the end of the billing cycle. Users will be charged the applicable fees unless they cancel their subscription before the renewal date.

Failure to make timely payments may result in service suspension or termination. UpBrains AI reserves the right to charge interest on overdue amounts and recover collection costs where necessary.

Users are responsible for any applicable taxes, levies, or duties imposed by tax authorities concerning their use of UpBrains AI services.

UpBrains AI reserves the right to modify subscription fees at its discretion. Users will be notified in advance of any price changes, which will take effect at the next billing cycle.

7. Free Trials

UpBrains AI may offer free trial periods for new Users to explore the Services. The availability and eligibility of free trials are determined solely at UpBrains AI's discretion.

The duration, features, and limitations of free trials will be specified at the time of sign-up. UpBrains AI reserves the right to modify, restrict, or terminate free trials at any time without prior notice if misuse or abuse is detected. Free trials may include access to limited functionalities or full-service features for a defined period.

If a User does not cancel the subscription before the free trial expires, the subscription may automatically convert to a paid plan, and the User’s payment method will be charged according to the selected plan. Free trials are limited to one per User or organization unless otherwise approved by UpBrains AI. Any attempt to circumvent this restriction, such as creating multiple accounts to access multiple free trials, is strictly prohibited.

8. Refund Policy

By purchasing a subscription, Users acknowledge and agree that all payments are final unless otherwise specified in these Terms or required by applicable law. Subscription fees are generally non-refundable unless explicitly stated. Refund requests may be considered under exceptional circumstances, including but not limited to: (a) accidental duplicate charges; (b) service unavailability for an extended period due to technical failures attributable to UpBrains AI; (c) unauthorized transactions proven to result from fraudulent activity.

Users seeking a refund must submit a written request to UpBrains AI support, providing relevant details and proof of the issue. Refund requests will be reviewed on a case-by-case basis, and UpBrains AI reserves the right to approve or deny any request at its sole discretion.

UpBrains AI does not provide pro-rated or partial refunds for unused portions of a subscription period. Users who cancel their subscriptions before the end of a billing cycle will retain access to the Services until the subscription expires.

Users who initiate chargebacks or payment disputes with their financial institution without first contacting UpBrains AI support for resolution may have their accounts suspended or terminated.

9. Termination and Suspension of Accounts

UpBrains AI reserves the right to suspend or terminate accounts for violations of these Terms or UpBrains AI Acceptable Use Policy. Users may request to terminate their account at any time by contacting UpBrains AI support. Upon termination, access to the Services will be revoked at the end of the current billing cycle unless otherwise specified.

UpBrains AI reserves the right to suspend or terminate User accounts under the following circumstances:

● Violation of these Terms, the Acceptable Use Policy, or any applicable laws.

● Engagement in fraudulent, abusive, or illegal activities.

● Non-payment of subscription fees.

● Detection of unauthorized access, security breaches, or attempts to manipulate Services.

● Requests by legal authorities or enforcement agencies.

Upon termination of User account:

● Users will immediately lose access to their accounts and Services.

● Any outstanding fees or charges will remain due and payable.

● UpBrains AI may retain certain data as required by law or internal policies.

Users may request reinstatement of suspended accounts by resolving the underlying issues and submitting a support request. UpBrains AI reserves the right to approve or deny reinstatement at its sole discretion.

UpBrains AI shall not be liable to Users or third parties for termination or suspension of accounts in accordance with these Terms.

10. Intellectual Property Rights

All rights, titles, and interests in the UpBrains AI platform and its Services remain the exclusive property of UpBrains AI, Inc. Users are granted a limited, non-exclusive, revocable license to use the Services for their internal business purposes, subject to compliance with these Terms.

"UpBrains AI," its logo, and all related names, product names, and service marks are trademarks of UpBrains AI, Inc. Users may not use UpBrains AI’s trademarks or branding without prior written approval.

Users retain ownership of any content they submit, upload, or process through the Services ("User Content"). By using the Services, Users grant UpBrains AI a worldwide, royalty-free, sublicensable license to use, store, and process User Content solely for the purpose of providing the Services.

Any AI-generated responses, recommendations, or other outputs ("AI Outputs") generated by UpBrains AI are provided to Users as part of the Services. Users acknowledge that UpBrains AI retains rights to use AI Outputs, feedbacks and suggestions to improve its Services while ensuring no User’s Confidential Information or Customer Data is disclosed. When sharing feedback or suggestion(s) with UpBrains AI or any of its representatives, User grants to UpBrains AI an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use such feedback or suggestion(s) for any purpose and without any obligation or compensation to User, End User, or any other User representative. No rights or licenses are granted except as expressly set forth herein.

UpBrains AI reserves the right to terminate access to the Services for Users who infringe upon its intellectual property rights or the rights of third parties. If you believe your intellectual property rights have been violated, please contact UpBrains AI support.

11. AI-Powered Features and Limitations

The AI-powered automation tools, including AI Agents, rely on machine learning models and may not always be error-free. Users acknowledge that AI-generated responses should be reviewed before critical business decisions are made.

12. AI Use and Ethics

UpBrains AI is dedicated to the responsible and ethical use of artificial intelligence. Our AI-powered features are designed to enhance productivity while aligning with ethical principles and industry best practices. We prioritize fairness, accountability, and the minimization of bias in AI-generated outputs, ensuring that our technology is used in a manner that promotes trust, privacy, and societal well-being.

While UpBrains AI-powered features are designed to enhance automation, improve efficiency, and optimize user experiences, Users should be aware of the following limitations and data usage policies:

● UpBrains AI does not use User’s Confidential Data to train its general AI models. However, AI models may be refined, created, and used specifically to serve an individual User based on their configuration and service needs. This ensures that any AI refinement remains user-specific and is not incorporated into UpBrains AI’s broader AI model training.

● UpBrains AI may collect and analyze service usage data (such as feature interactions, system performance metrics, and aggregated behavioral data) to enhance the functionality, security, and overall performance of its services. This usage data does not include Confidential Data or personal data and is processed in compliance with applicable privacy laws and UpBrains AI’s Privacy Policy.

● While UpBrains AI strives for accuracy and reliability, AI-generated outputs ("AI Outputs") are provided “as is” and may require human review. Users remain responsible for verifying AI-generated content and ensuring its appropriateness for their intended use.

● Users may have configuration options to control how AI-powered features interact with their data, including settings that define the scope and manner of AI-driven processing within their account.

13. Privacy & Data Protection

UpBrains AI is dedicated to safeguarding user privacy and ensuring that personal data is processed securely, transparently, and in compliance with applicable laws and industry best practices. We implement robust technical, organizational, and administrative measures to maintain the confidentiality, integrity, and availability of personal data, protecting it from unauthorized access, disclosure, alteration, or destruction.

Our data processing activities, including the collection, use, storage, and disclosure of personal data, are governed by the UpBrains AI Privacy Policy, which is incorporated by reference into these Terms.

We strongly encourage Users to review the Privacy Policy to gain a comprehensive understanding of how UpBrains AI handles personal data, the choices available regarding data processing, and the safeguards in place to ensure compliance with data protection regulations. By using our services, Users acknowledge and agree to the processing of their personal data in accordance with the UpBrains AI Privacy Policy.

If a User provides access to UpBrains AI’s services to End-Users (such as employees, customers, or other third parties), the User is solely responsible for:

● Compliance with Data Protection Laws – Ensuring that any collection, processing, and use of End-User data comply with applicable privacy and data protection regulations, including but not limited to the GDPR, CCPA, and other relevant laws.

● Obtaining Necessary Consents – Securing any required consents, disclosures, or authorizations from End-Users before collecting or sharing their personal data with UpBrains AI.

● Providing Accurate Information – Ensuring that the information provided to UpBrains AI regarding End-Users is accurate, complete, and lawful.

● Protecting End-User Privacy – Implementing appropriate security measures to safeguard End-User data and preventing unauthorized access, misuse, or disclosure.

● Notifying End-Users – Informing End-Users about how their data is processed in connection with UpBrains AI’s services and directing them to the UpBrains AI Privacy Policy as applicable.

● Handling End-User Requests – Responding to any privacy-related inquiries or rights requests from End-Users, such as access, deletion, or correction requests, unless otherwise specified by UpBrains AI.

● Indemnification – Holding UpBrains AI harmless from any claims, liabilities, damages, or legal actions arising from the User’s failure to fulfill these obligations regarding End-Users.

Users acknowledge that UpBrains AI acts as a service provider or data processor in relation to End-User data and does not assume any direct responsibility for the User’s obligations towards End-Users. It is the User’s duty to ensure that their use of UpBrains AI’s services aligns with their legal and contractual responsibilities.

By using UpBrains AI’s services, Users confirm that they have met all necessary requirements regarding End-User data processing and that they accept full responsibility for compliance with applicable privacy laws.

14. Protection of Confidential Information

UpBrains AI and the User recognize the importance of safeguarding Confidential Information shared in connection with the Services. Accordingly, each party (the “Receiving Party”) agrees to the following obligations regarding the Confidential Information of the other party (the “Disclosing Party”):

● The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care and discretion as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

● The Receiving Party shall not sell, lease, rent, use, or disclose Confidential Information to any third party, except:

As necessary for the performance of the Services; or
As otherwise permitted under these Terms; or
With the express prior written consent of the Disclosing Party.

The Receiving Party may disclose Confidential Information to its employees, contractors, legal advisors, or other authorized representatives ("Representatives") strictly on a need-to-know basis and only to those who are bound by confidentiality obligations that are at least as protective as the terms set forth in these Terms.

These confidentiality obligations shall remain in effect for the duration of the relationship between the parties and survive any termination or expiration of the User’s access to the Services as provided in these Terms.

15. Third-Party Services and Integrations

UpBrains AI offers integrations with third-party platforms, such as Front App, Zendesk, and other business tools, to enhance user experience and workflow automation. Users may choose to enable these integrations at their discretion.

When utilizing third-party services through UpBrains AI, Users agree to comply with the respective third-party providers’ terms of service, privacy policies, and acceptable use policies. UpBrains AI is not responsible for the availability, security, or data handling practices of third-party services.

Some integrations may require the sharing of data between UpBrains AI and third-party services. Users acknowledge and consent to such data transfers as necessary for enabling integrations. Users are responsible for ensuring that they have the legal rights and permissions to share data with third-party providers.

UpBrains AI does not guarantee the availability, functionality, or uninterrupted operation of third-party integrations. Third-party services may experience outages, updates, or changes beyond UpBrains AI’s control, which may impact their compatibility with our platform.

While UpBrains AI takes reasonable precautions to ensure secure integrations, Users acknowledge that third-party providers are independent entities. UpBrains AI is not liable for any damages, data breaches, or losses arising from the use of third-party integrations.

UpBrains AI reserves the right to modify, limit, or discontinue any third-party integration at its discretion. Users will be notified of significant changes that may affect their use of integrated services.

16. Service Availability and Modifications

UpBrains AI strives to ensure that its services remain available and operational with minimal disruptions. However, we do not guarantee uninterrupted access, and services may be subject to occasional downtime due to maintenance, updates, or unforeseen technical issues.

We may perform scheduled maintenance to improve, update, or repair the services. Whenever possible, we will provide reasonable advance notice of scheduled maintenance that may affect service availability. Such maintenance may result in temporary service unavailability.

Unscheduled service interruptions may occur due to circumstances beyond our control, including but not limited to: system failures, hardware malfunctions, or software bugs; cyberattacks or security threats; internet service provider (ISP) failures or network disruptions; force majeure events, such as natural disasters or government restrictions.

While we will make reasonable efforts to restore services as quickly as possible, UpBrains AI is not liable for any losses or damages resulting from service downtime.

Although we aim for a high level of service availability, we do not warrant or guarantee 100% uptime. Users acknowledge that occasional disruptions may occur and agree that UpBrains AI is not responsible for any temporary unavailability.

Our services may integrate with third-party platforms and rely on external service providers (e.g., cloud hosting, API integrations). UpBrains AI is not responsible for downtime or service disruptions caused by third-party failures, modifications, or limitations.

Users are responsible for ensuring they have a stable internet connection and compatible devices to access the Services. We are not liable for service issues resulting from a user’s connectivity problems or outdated software.

We reserve the right to modify, suspend, or discontinue any part of our services at our discretion. Where feasible, we will provide advance notice of material changes. Continued use of the Services after modifications constitute acceptance of such changes.

17. Limitations of Liability

To the maximum extent permitted by applicable law, UpBrains AI, its affiliates, directors, officers, employees, and licensors shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to: loss of profits, revenue, or business opportunities; loss of data, goodwill, or reputation; business interruptions or service downtimes; costs of procuring substitute services; any other intangible losses arising from or related to the use of, or inability to use, the Services, even if we have been advised of the possibility of such damages.

To the fullest extent permitted by law, UpBrains AI’s total aggregate liability for all claims arising under or related to these Terms of Service shall not exceed the total amount of fees paid by the User for the Services in the three (3) months preceding the event giving rise to the claim. If no fees were paid, our liability shall be limited to USD 100.

UpBrains AI is not responsible for:

● Errors, misuse, or unauthorized use of the Services by users or third parties

● Content or data uploaded, stored, or processed by users through the Services

● Security breaches or data losses caused by user negligence, weak credentials, or improper security practices

Users remain solely responsible for their compliance with applicable laws and regulations while using the Services.

UpBrains AI may integrate with third-party services, platforms, or APIs. We do not control, endorse, or assume responsibility for any third-party services. Users agree that UpBrains AI is not liable for any issues, failures, or damages caused by third-party integrations.

The UpBrains AI services are provided "as is" and "as available", without warranties of any kind, express or implied, including but not limited to merchantability; fitness for a particular purpose; uninterrupted or error-free operation. UpBrains AI makes no guarantees regarding the accuracy, reliability, or availability of its services.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such cases, the liability of UpBrains AI will be limited to the maximum extent permitted by applicable law.

18. Indemnification by Users

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless UpBrains AI, its affiliates, directors, officers, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your breach of any representations, warranties, or obligations under these Terms; (c) any content, data, or materials you submit, upload, or transmit through the Services; (d) your violation of any applicable laws, regulations, or third-party rights, including but not limited to intellectual property rights, privacy rights, or contractual obligations; (e) any unauthorized access to or misuse of your account by you or any third party using your credentials.

Your indemnification obligations under this section shall survive the termination or expiration of these Terms of Service and your use of UpBrains AI’s services.

19. Governing Law and Dispute Resolution

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

Before initiating any formal legal proceedings, both parties agree to first attempt to resolve disputes amicably through good-faith negotiations. You may contact UpBrains AI at info@upbrains.ai with a written notice describing the issue. We will attempt to resolve the dispute within sixty (60) days from receiving your notice.

If a dispute cannot be resolved through informal negotiation, both parties agree to resolve it exclusively through final and binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) under its Comprehensive Arbitration Rules and Procedures.

The arbitration shall take place in Reston, Virginia, United States, unless both parties agree to a different location or to conduct the proceedings remotely. The arbitration will be conducted by a single, neutral arbitrator appointed in accordance with JAMS rules. Each party will bear its own arbitration costs and attorneys' fees unless the arbitrator determines that awarding legal fees is appropriate under the circumstances. The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction.

Notwithstanding the above, either party may seek relief in a court of competent jurisdiction in the following circumstances: (a) to protect or enforce intellectual property rights (e.g., copyrights, trademarks, trade secrets); (b) to pursue claims eligible for small claims court in an appropriate jurisdiction.

To the fullest extent permitted by law, you and UpBrains AI agree that disputes shall only be resolved on an individual basis and not as part of any class, consolidated, or representative action. You also waive any right to a trial by jury in any legal proceeding related to these Terms of Service.

20. Changes to the Terms of Service

UpBrains AI reserves the right to update, modify, or revise these Terms of Service at any time, at our sole discretion. We will notify users of any material changes by: (a) posting an updated version on our website; (b) sending an email to registered users (if applicable).

Unless otherwise stated, modifications to these Terms will become effective immediately upon posting. Your continued use of UpBrains AI’s services after such changes constitutes your acceptance of the updated Terms. It is your responsibility to review these Terms periodically to stay informed of any updates. If you do not agree to the revised Terms, you must cease using the Services immediately.

21. Force Majeure

UpBrains AI shall not be held liable for any delay or failure in performance caused by circumstances beyond our reasonable control, including but not limited to: natural disasters; acts of war, terrorism, or civil unrest; government actions, embargoes, or regulatory restrictions; power outages, internet disruptions, or failure of telecommunications networks; labor strikes, lockouts, or other industrial disturbances; cyberattacks, security breaches, or widespread software failures. If a Force Majeure event occurs, UpBrains AI will make reasonable efforts to notify affected users and restore services as soon as possible. However, we are not responsible for any losses, damages, or disruptions caused by such events.

22. License Agreement

These Terms of Service constitute a legally binding Software-as-a-Service (SaaS) and API License Agreement between UpBrains AI Inc. and the user.

By accessing or using UpBrains AI’s services, you acknowledge and agree that:

● UpBrains AI provides its services under both a SaaS model (accessible via its website and platform), an API model (allowing direct integration with third-party systems) and Code model (allowing access to the Services on User Properties).

● These Terms govern the use of UpBrains AI’s software, APIs, and related services, whether accessed via the web interface, integrations, User Properties or direct API calls.

● The license granted under these Terms is limited, non-exclusive, non-transferable, and revocable.

(a) SaaS License Scope

For users accessing UpBrains AI’s services via its website or hosted solutions, UpBrains AI grants a limited right to use its software for business and operational purposes, subject to:

● Compliance with these Terms, UpBrains AI Acceptable Use Policy and applicable laws.

● Restrictions on modifying, sublicensing, or reselling the Services without prior authorization.

● Prohibited activities, including reverse engineering, unauthorized data extraction, or exceeding permitted usage limits.

(b) API License Scope

For users accessing UpBrains AI’s services via APIs, the following additional terms apply:

● UpBrains AI grants a non-exclusive, non-transferable license to use its APIs solely for integrating with approved applications.

● Users must comply with API documentation, rate limits, and security requirements specified by UpBrains AI.

● Unauthorized use, including sharing API keys, exceeding permitted API call limits, or attempting to bypass security controls, is strictly prohibited.

● UpBrains AI reserves the right to suspend or revoke API access if misuse or abuse is detected.

(c) Code License Scope

The right to use the Services includes the right to deploy UpBrains AI Code on User Properties to enable messaging, calling, chat, and other functionalities, as well as to collect and process User Data in connection with the Services. Subject to the terms and conditions of these Terms, UpBrains AI grants the User a limited, non-exclusive, non-transferable, and non-sublicensable license, valid for the duration of the applicable subscription term, to copy and implement the UpBrains AI Code solely in the form provided by UpBrains AI on User Properties. This license is strictly for the purpose of supporting the User’s authorized use of the Services and must be exercised in full compliance with UpBrains AI documentation and these Terms.

The User is responsible for implementing the UpBrains AI Code in accordance with UpBrains AI documentation and any other instructions provided by UpBrains AI. Any modifications, alterations, or improper implementations of the UpBrains AI Code may result in degraded performance, malfunctions, or the inability of the Services to function correctly. UpBrains AI shall not be responsible for any disruptions, errors, or failures caused by changes made to User Properties by the User or its representatives.

Nothing in these Terms shall be construed as transferring ownership of UpBrains AI’s software, APIs, or technology. Users are granted access to the platform and APIs, but UpBrains AI retains full rights to its proprietary technologies and intellectual property.

This SaaS, API and Code license remains in effect until:

● The user terminates their subscription or ceases to use the Services.

● UpBrains AI suspends or revokes access due to a violation of these Terms.

Upon termination, users must immediately discontinue use of the Services and APIs and delete any associated data where applicable.

Certain enterprise users, resellers, or partners may enter into separate agreements with UpBrains AI that supplement or modify these licensing terms. In the event of a conflict between these Terms and a separate written agreement, the latter shall prevail.