Terms of Use

Last Updated: Sep 05, 2024

These Terms of Use (“Terms”) apply to your access and use of the services, applications,
products, or websites associated with http://www.utell.ai/ (collectively “Services”), which
are owned and operated by Utell.AI Inc. or its affiliates ((hereinafter referred to as “Utell”).
These Terms constitute a legally binding agreement and have significant implications for
your legal rights. It is imperative that you carefully review them. By accessing and utilizing
the Services, you hereby consent to be bound by these Terms as well as any additional
terms referenced herein, which includes our Privacy Policy. Should you disagree with any
provision of these Terms, you are prohibited from accessing or using the Services. It is
noted that these Terms do not supersede any existing agreements governing your
relationship with us concerning any products, services, or other matters. If you are acting
on behalf of a person or entity, you affirm that you possess the authority to accept these
Terms on behalf of such party and that said party acknowledges accountability to us in the
event of any violation of these Terms by either you or the represented party.

PRIVACY

The privacy of our users is of utmost importance to us. Any data gathered through the
Services is governed by our Privacy Policy. Please refer to our Privacy Policy which
outlines how we collect, use, and disclose your information.

CHANGES TO THE TERMS OF USE

We reserve the right to periodically revise and update these Terms at our discretion. Upon
making changes to these Terms, we will notify you and provide an opportunity for your
review before you continue using the Services. Any modifications become effective
immediately upon posting and apply to all subsequent access and usage of the Services.
By agreeing to these Terms, you acknowledge that we bear no liability for any alterations
or cessation, whether in part or in full, of the Terms or the Services.
Your ongoing use of the Services subsequent to the publication of revised Terms
indicates your acceptance and agreement to the modifications. It is your responsibility to
regularly check this page each time you access the Services to remain informed of any
changes, as they are legally binding upon you. Furthermore, you agree to periodically
review these Terms to stay informed about any updates.

KEY DEFINITIONS

“Utell Content” means all content, features, and functionalities provided through the
Services, or otherwise furnished to you by us or on our behalf through the Services. This
includes, but is not limited to, all information, code, drawings, graphics, metadata, meta
tags, formatting, images, text, software, displays, videos, audios, and the arrangement
thereof, along with all associated intellectual property rights and goodwill. Utell Content is
a compilation of the aforementioned elements but excludes Personal Data.
“Personal Data” means any information capable of identifying you, whether alone or when
combined with other data. It does not encompass aggregated or anonymized information,
including metadata, collected by us that cannot identify you, even if derived from your
Personal Data.
“Your Content” means the information, comments, photos, images, videos, audios, data,
texts, and other materials that you may post, upload, store, share, send, or display on the
Services.

ELIGIBILITY

The Services are offered and available to users who are 18 years of age or older. By using
the Services, you represent and warrant that you are of at least 18 years of age and
capable of forming a binding contract with Utell, and not otherwise barred from using the
Services under any applicable law.

ACCESSING THE SERVICES AND ACCOUNT PROTECTION

We reserve the right to modify or withdraw the Services, along with any service or material
provided therein, at our sole discretion and without prior notice. We shall not be held liable
if any part or all of the Services becomes unavailable for any period of time. Periodically,
we may restrict access to certain sections of the Services, or the Services in their entirety,
to users, including registered users.
You are responsible for arranging all necessary means for accessing the Services,
ensuring that all individuals who access the Services through your internet connection are
familiar with these Terms and adhere to them.
In order to access the Services or certain resources offered thereby, you may be required
to provide specific registration details or other information. Your use of the Services is
contingent upon providing accurate, up-to-date, and complete information. By registering
with the Services or utilizing any interactive features therein, you agree that all information
provided is subject to these Terms, and you consent to all actions we take regarding your
information in accordance with these Terms.
If provided with a username, password, or any other security-related information as part of
our security procedures, you must maintain the confidentiality of such information and
refrain from disclosing it to any third party. You acknowledge that your account is personal
to you and agree not to grant access to the Services or any portion thereof to any other
individual using your username, password, or other security credentials. You agree to
promptly notify us of any unauthorized access or use of your username, password, or any
other security breach. Additionally, you agree to ensure that you log out of your account at
the conclusion of each session. Exercise caution when accessing your account from a
public or shared computer to prevent unauthorized viewing or recording of your password
or other personal information.

INTELLECTUAL PROPERTY RIGHTS

Utell (and its licensors) holds full ownership of all Services and Utell Content, safeguarded
by United States and international copyright, trademark, patent, trade secret, and other
intellectual property or proprietary rights laws. We retain all rights pertaining to the Utell
Content, and aside from those expressly granted under these Terms, no right, title, or
interest in or to any part of the Utell Content is conferred upon you.
You are prohibited from copying, reproducing, publishing, distributing, transmitting,
disseminating, displaying, exhibiting, editing, modifying, creating derivative works from, or
otherwise exploiting any portion of the Utell Content. Framing or utilizing framing
techniques to enclose our trademark, logo, or other proprietary information is forbidden.
Additionally, you may not use any meta tags or other “hidden text” incorporating our name
or trademarks, nor may you delete, remove, or alter any copyright, trademark, or other
proprietary notice present within or on the Utell Content. Any action taken to compromise,
limit, or interfere with our rights to the Utell Content is strictly prohibited. Furthermore, you
agree not to depict us, our products, or the Services in a false, misleading, derogatory, or
otherwise offensive manner. We reserve the exclusive right, at our discretion, to pursue
claims against third parties for infringement or misappropriation of our intellectual property
rights pertaining to the Utell Content. The restrictions outlined in these Terms equally
apply to all Utell Content owned or licensed by third parties.
Our name, trademarks, logos, and all associated names, logos, product and service
names, designs, and slogans are our trademarks (or those of our affiliates or licensors).
You must obtain our prior written permission before using such marks. Any other names,
logos, product and service names, designs, and slogans appearing on the Services are
the trademarks of their respective owners.

GRANT OF LICENSE

Subject to the limitations set forth in these Terms, you are permitted to utilize the Services
for your personal, non-commercial purposes. You are expressly prohibited, and shall not
assist or direct any third party to: (i) extract, separate, remove, or otherwise replicate the
Utell Content; (ii) disassemble, decompile, reverse engineer, or convert any portion of the
Utell Content into source code or a human-readable form; (iii) adapt, modify, or create
derivative works based on the Utell Content; (iv) distribute, encumber, lease, rent, sell,
transmit, transfer, or otherwise dispose of the Utell Content, either in whole or in part; or (v)
employ the Utell Content for any other purpose.
Should you print, copy, modify, download, or otherwise utilize or furnish access to any part
of the Services in violation of these Terms, your authorization to use the Services will
immediately terminate, and you must, at our discretion, either return or eradicate any
copies of the materials you have produced. No right, title, or interest in or to the Services
or any content contained therein is transferred to you, and we retain all rights not explicitly
granted herein. Any use of the Services not expressly permitted under these Terms
constitutes a breach thereof and may infringe upon copyright, trademark, and other
applicable laws.

PROHIBITED USES

You are obligated to use the Services solely for lawful purposes and in adherence to these
Terms. You hereby agree not to employ the Services in the following ways:
In contravention of any applicable federal, state, local, or international laws or regulations,
including those concerning the export of data or software to and from the US or other
jurisdictions.
With the intent to exploit, harm, or attempt to exploit or harm minors by subjecting them to
inappropriate content, soliciting personally identifiable information, or any similar activities.
For sending, receiving, uploading, downloading, using, or reusing any material that does
not comply with these Terms.
For transmitting, or facilitating the transmission of, any advertising or promotional content
without our explicit written consent, including but not limited to “junk mail,” “chain letters,”
“spam,” or similar solicitations
For impersonating or attempting to impersonate us, our employees, another user, or any
other individual or entity, whether by using email addresses or screen names associated
with any of the aforementioned parties.
Engaging in any conduct that hinders or obstructs anyone's use or enjoyment of the
Services, or which, as determined by us, may jeopardize our interests or those of our
users, potentially exposing them to liability.
Furthermore, you undertake not to:
Utilize the Services in a manner that could potentially deactivate, overload, impair, or
damage them, or impede another party's use of the Services, including their ability to
engage in real-time activities via the Services.
Employ any robot, spider, or other automated device, process, or means to access the
Services for any purpose, whether it involves monitoring or copying any materials present
on the Services.
Engage in manual processes for monitoring or copying any materials on the Services, or
for any other unauthorized purposes, without obtaining our prior written consent.
Utilize any device, software, or routine that disrupts the proper functioning of the Services.
Introduce malicious or technologically harmful elements such as viruses, trojan horses,
worms, logic bombs, or any similar material.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any aspect of
the Services, the server hosting the Services, or any server, computer, or database linked
to the Services.
Launch an attack on the Services through denial-of-service or distributed
denial-of-service attacks.
Otherwise endeavour to disrupt the proper functioning of the Services.

YOUR CONTENT

Through the Services, you may have the opportunity to post, submit, publish, display, or
transmit (collectively, "post") Your Content to other users. By doing so, you agree to
adhere to the following posting guidelines:
Refrain from posting any content containing false, misleading, inaccurate, fraudulent, or
deceptive information, or content that promotes illegal activities.
Avoid soliciting Personal Data from other users of the Services.
Abstain from posting any content or information that violates applicable laws.
Do not engage in insulting or inflammatory behavior towards other users of the Services.
Avoid posting content that is offensive, libelous, defamatory, indecent, harmful, harassing,
intimidating, threatening, hateful, abusive, vulgar, obscene, pornographic, or sexually
explicit.
Share only constructive information. Do not engage in speculation or spread rumors about
us, our products, or any other individual or entity.
Refrain from posting information for which you do not possess ownership or control of all
associated rights. You are accountable for all content that you post.
The content you post to the Services, known as Your Content, is deemed non-confidential
and non-proprietary. By posting Your Content, you grant us, our affiliates, third-party
service providers, and retail partners (collectively referred to as the "Licensed Parties") a
perpetual, non-exclusive, irrevocable, royalty-free, fully paid-up, worldwide right to adapt,
modify, create derivative works, display, distribute, disclose, sublicense, assign, use, and
commercialize Your Content in any manner and media without any obligations to you.
Your utilization of the Services signifies your consent for us to utilize and store Your
Content.
If Your Content contains Personal Data, we will handle such data in accordance with our
Privacy Policy.
You hereby confirm and warrant that (i) you possess all rights to Your Content, (ii) you
have obtained permission from all individuals featured in Your Content to grant the rights
outlined herein; (iii) you are at least 18 years of age, and (iv) the Licensed Parties'
utilization of Your Content as described herein will not infringe upon the rights of any third
party or any applicable laws. By releasing, discharging, and agreeing to hold the Licensed
Parties harmless, you absolve them of any liability associated with their use of Your
Content.
You acknowledge that you are solely responsible for Your Content, and you, not us, bear
full responsibility for its legality, reliability, accuracy, and appropriateness. We do not
guarantee the review of all material before it is posted on the Services, nor can we ensure
the prompt removal of objectionable material once it has been posted. We disclaim any
liability or responsibility to any party for the performance or non-performance of the
activities described in these Terms.

SOCIAL MEDIA POSTING

When you post and upload content to social media platforms, tagging Utell and hashtags,
you are permitting us to locate your hash-tagged posts (“Social Media Posting”). We may
contact you directly, whether publicly or privately, via the social media platform where the
Social Media Posting was discovered, and request your authorization to utilize the content.
Should you grant us permission as outlined in our request, you extend to the Licensed
Parties the same rights and provide the same representations and warranties regarding
the Social Media Posting as you would with Your Content. By doing so, you release,
discharge, and agree to hold the Licensed Parties harmless from any liability associated
with their use of your Social Media Posting. Any use of your Personal Data obtained from
your Social Media Posting will adhere to our Privacy Policy.
MONITORING, ENFORCEMENT AND SUSPENSION
We reserved the right to:
Remove or decline to post Your Content at our sole discretion, for any reason or without
providing a reason.
Take any action regarding Your Content that we deem necessary or appropriate, solely at
our discretion. This may include actions if we believe that Your Content violates these
Terms, infringes upon any intellectual property or other rights of any individual or entity,
poses a threat to the personal safety of users of the Services or the public, or could result
in liability for us.
Disclose your identity or other information about you to any third party asserting that
content posted by you violates their rights, including intellectual property rights or privacy
rights.
Initiate appropriate legal measures, such as referral to law enforcement, in response to
any illegal or unauthorized use of the Services.
Suspend or terminate your access to all or part of the Services, for any reason or without
providing a reason, including but not limited to any violation of these Terms.
In addition to the above, we may fully cooperate with any law enforcement authorities or
court orders requesting or directing us to disclose the identity or other information of
anyone posting materials on or through the Services. BY USING THE SERVICES, YOU
WAIVE AND RELEASE US AND OUR AFFILIATES, LICENSEES, AND SERVICE
PROVIDERS FROM ANY CLAIMS ARISING FROM ANY ACTION TAKEN BY US OR
ANY OF THE AFOREMENTIONED PARTIES DURING OR AS A RESULT OF OUR
INVESTIGATIONS, AS WELL AS FROM ANY ACTIONS RESULTING FROM
INVESTIGATIONS BY EITHER US, SUCH PARTIES, OR LAW ENFORCEMENT
AUTHORITIES.

RELIANCE ON POSTED INFORMATION

The information, including Utell Content, presented on or through the Services, is
provided solely for general informational purposes. We absolve ourselves of any liability
or responsibility arising from any reliance placed on such materials by you, any other
visitor to the Services, or by anyone who may become aware of any of its contents. The
Services may incorporate content sourced from third parties, including materials
contributed by other users, bloggers, and third-party licensors, syndicators, aggregators,
and/or reporting services. Any statements or opinions expressed in these materials, as
well as all articles and responses to inquiries and other content, except for the content we
directly provide, represent solely the opinions and responsibility of the individual or entity
furnishing those materials. These materials do not necessarily reflect our viewpoint. We
are not accountable or liable to you or any third party for the content or accuracy of any
materials supplied by third parties.

UPDATES TO THE SERVICES

Periodically, we may revise the content on the Services, including Utell Content; however,
the content may not always be exhaustive or current. Any material on the Services could
potentially become outdated at any moment, and we are not obligated to refresh such
material.

LINKING TO THE SERVICES AND SOCIAL MEDIA FEATURES

You are permitted to link to our homepage, provided you do so in a fair and lawful manner
that does not tarnish our reputation or exploit it. However, you must refrain from
establishing a link in a manner that implies any sort of association, endorsement, or
approval from us without obtaining our explicit written consent.
The Services may offer specific social media features that enable you to:
Link from your own website or certain third-party sites to specific content on the Services.
Send emails or other communications containing specific content, or links to specific
content, on the Services.
Display limited portions of content from the Services on your own website or certain
third-party sites.
You may utilize these features strictly as provided by us, and solely in connection with the
content with which these features are associated, and in accordance with any additional
terms and conditions we provide for such features. Subject to the aforementioned
guidelines, you must refrain from:
Establishing a link from any website not owned by you.
Displaying or making the Services, or any part thereof, appear to be displayed on any
other website, for example, through framing, deep linking, or in-line linking.
Linking to any section of the Services other than the homepage.
Engaging in any activity related to the materials on the Services that contradicts any other
provision of these Terms.
The website from which you are linking, or on which you make specific content accessible,
must fully comply with all aspects of these Terms. You agree to cooperate with us in
promptly halting any unauthorized framing or linking. We retain the right to revoke linking
permission without prior notice.
We reserve the discretion to deactivate all or certain social media features and any links at
any time, without prior notice.

LINKS FROM THE SERVICES

The Services may include links to other websites and resources provided by third parties,
solely for your convenience. We do not have control over the content of these sites or
resources, and assume no responsibility for them or for any loss or damage that may
result from your use of them. If you choose to access any third-party sites linked to the
Services, you do so entirely at your own risk and are subject to the terms and conditions of
use applicable to such third-party sites.

GEOGRAPHIC RESTRICTIONS

We are headquartered in Palo Alto, United States, with teams situated in various locations
worldwide. We do not assert that the Services or any Utell Content is accessible or
suitable outside of the United States. Accessing the Services may be prohibited for certain
individuals or in certain countries. By accessing the Services from outside the United
States, you acknowledge that any data, including Personal Data, transmitted to us or
collected by us from you, will be obtained from and stored in either the United States or
the location where our teams are situated.

OUR UTILIZATION AND RETENTION OF INFORMATION

We reserve the right to establish standard practices and limitations concerning the
utilization of the Services. This includes specifying the type of user-generated content
permissible on the Services, the maximum duration for which user-created content will be
accessible or retained by us, and the maximum number of emails an account may send or
receive, as well as the maximum disk space allocated to each end user. We bear no
responsibility for the preservation or deletion of any content maintained by the Services or
submitted by you to us through the use of the Services. Periodically, we may adjust the
procedures and storage of content and information in compliance with applicable laws.

WARRANTY DISCLAIMER

YOUR UTILIZATION OF THE SERVICES, ITS CONTENT, AND ANY SERVICES OR
ITEMS PROCURED THROUGH THE SERVICES, IS UNDERTAKEN AT YOUR OWN
RISK. THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED
THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. TO THE EXTENT PERMITTED
BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT. WE MAKE NO REPRESENTATION OR WARRANTY
CONCERNING THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY,
ACCURACY, OR AVAILABILITY OF THE SERVICES. FURTHERMORE, WE MAKE NO
REPRESENTATION OR WARRANTY THAT THE SERVICES, ITS CONTENT, OR ANY
SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE,
RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE
RECTIFIED, THAT THE SERVICES OR THE SERVER MAKING IT AVAILABLE ARE
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES
OR CONTENT WILL OTHERWISE FULFILL YOUR REQUIREMENTS OR
EXPECTATIONS.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, OR LICENSORS,
SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE
LIABLE FOR ANY DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION
WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SITES LINKED TO IT,
UTELL CONTENT, OR CONTENT OF OTHER SITES, OR ANY SERVICES OR ITEMS
OBTAINED THROUGH THE SERVICES OR SUCH OTHER SITES. THIS INCLUDES
ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, SUCH AS PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL
DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR
ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA,
WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT,
OR OTHERWISE, EVEN IF FORESEEABLE. HOWEVER, IF WE ARE FOUND LIABLE
TO YOU FOR ANY DAMAGE OR LOSS CONNECTED WITH YOUR USE OF THE
SERVICES OR UTELL CONTENT, OUR LIABILITY WILL NOT EXCEED $100.00 USD.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless us, our parent company, shareholders,
affiliates, licensors, and service providers, as well as our and their respective officers,
directors, employees, contractors, agents, licensors, suppliers, successors, and assigns,
from and against any claims, liabilities, damages, judgments, awards, losses, costs,
expenses, or fees (including reasonable attorneys' fees) arising out of or related to your
violation of these Terms or your use of the Services. This includes, but is not limited to,
Your Content, any unauthorized use of Utell Content, services and products, or your use
of any information obtained from the Services. This obligation will remain in effect even
after the termination or modification of these Terms.

GOVERNING LAW AND JURISDICTIONDICTION

These Terms of Use are governed by and construed in accordance with the laws of
Delaware, without regard to any conflicts of law principles. Any dispute or claim arising out
of or relating to these Terms of Use or the Services will be resolved through arbitration in
accordance with the Arbitration Rules of the American Arbitration Association, conducted
by an arbitrator chosen by the involved parties. The arbitrator's decision will be final and
binding, and judgment on the arbitration award may be entered in any court with
jurisdiction. The parties waive any right to appeal the arbitral award, to the extent
permitted by law. Each party reserves the right to seek judicial assistance to: (a) compel
arbitration; (b) obtain interim measures of protection pending arbitration; and (c) enforce
any decision of the arbitrator, including the final arbitral award. The prevailing party in the
arbitration is entitled to reimbursement of reasonable expenses, including attorney's fees,
incurred in connection with the arbitration.

TIME LIMITATION FOR FILING CLAIMS

Any legal action or claim you wish to make concerning these Terms or the Services must
be initiated within one (1) year from when the cause of action accrues. Otherwise, such
action or claim is forever barred.

WAIVER AND SEVERABILITY

Our failure to enforce or exercise any of these terms does not constitute a waiver of that
provision. If any particular term is found to be unenforceable, the unenforceability of that
provision will not affect the validity or enforceability of any other provisions.
The above limitation does not affect any liability that cannot be excluded or limited under
applicable law.

ENTIRE AGREEMENT

These Terms, along with the Privacy Policy, and any Additional Terms, collectively
constitute the exclusive and complete agreement between you and us regarding the
Services. They replace all prior and concurrent understandings, agreements,
representations, and warranties, whether written or oral, pertaining to the Services.

YOUR FEEDBACK AND CONCERNS

If you come across any content you find objectionable, you can inform us in writing. We
will make a sincere effort to investigate all allegations of objectionable content that violate
the Terms. However, we cannot guarantee that we will take any specific action in
response.

CONTACT US

If you need to reach out to us, you may write to the mailing address:
[email protected]