1. Agreement Structure
If Customer executes an order form, statement of work, or other ordering document referencing this Agreement (each, an "Order Form"), the Order Form and this Agreement together form the parties' contract.
The following documents are incorporated by reference, as applicable: the Data Processing Addendum ("DPA"), the Acceptable Use Policy ("AUP"), the AI Features and Output Notice, and the Privacy Policy.
If there is a conflict, the following order of precedence applies: (a) the Order Form; (b) this Agreement; (c) the DPA, but only for personal data processing terms; (d) the AI Features and Output Notice, but only for AI-output-specific disclosures and limitations; (e) the AUP, but only for use restrictions; (f) the Privacy Policy, but only for controller-side privacy disclosures; and (g) any other documents expressly incorporated by reference.
The Security Overview page is informational only and does not modify this Agreement unless expressly incorporated into an Order Form.
2. Eligibility and Authority
Customer represents that the individual accepting this Agreement is authorized to bind Customer. The Services are intended for business use. Customer may not use the Services if prohibited by applicable law.
3. Definitions
- Authorized User means an employee, contractor, or other individual authorized by Customer to use the Services on Customer's behalf.
- Customer Data means data, content, records, files, prompts, queries, inputs, transcripts, tickets, survey results, CRM records, usage logs, or other materials submitted to, uploaded to, connected to, or processed by the Services by or on behalf of Customer, including free-text input fields like Ask the Univrs and Requirements fields.
- Input means prompts, data, files, and instructions submitted to the Services.
- Output means analyses, summaries, forecasts, categorizations, themes, scores, recommendations, reports, or other results generated by the Services.
- AI Features means features that use machine learning, statistical inference, generative models, or automated classification or recommendation logic.
- Sensitive Data means PHI, PII, payment card data, Social Security numbers or equivalent government ID numbers, children's data, biometric or genetic data, precise geolocation where specially regulated, and any data category that requires heightened contractual or statutory safeguards unless expressly permitted in an Order Form.
4. Access and License
Subject to this Agreement and payment of applicable fees, Univrs grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to allow Authorized Users to access and use the Services for Customer's internal business purposes.
Customer is responsible for all use of the Services under its accounts, including acts and omissions of Authorized Users.
5. Customer Responsibilities
Customer is solely responsible for:
- the legality, accuracy, quality, integrity, and reliability of Customer Data;
- obtaining all rights, consents, notices, and permissions necessary to provide Customer Data to Univrs and to permit processing under this Agreement;
- configuring user roles, permissions, and access controls appropriately;
- evaluating the accuracy, appropriateness, and fitness of any Output before relying on it; and
- all decisions, actions, implementations, or omissions based on the Services or any Output.
6. AI Features and Output Limitations
The AI Features and Output Notice supplements this Agreement and is incorporated by reference.
Customer acknowledges and agrees that:
- AI Features are probabilistic and may produce Output that is inaccurate, incomplete, outdated, biased, inconsistent, or misleading;
- Output may appear authoritative even when it is wrong;
- Output may not be unique, and similar or identical output may be generated for other users;
- the Services do not provide legal, accounting, tax, medical, HR, compliance, investment, or other professional advice;
- Customer must independently review, test, and validate Output before using it; and
- Customer will not use the Services or any Output as the sole basis for any high-stakes decision, including employment, lending, insurance, legal, compliance, medical, safety-critical, or similarly consequential decisions, without meaningful human review and independent verification.
7. Restrictions and Acceptable Use
Customer will not, and will not permit any third party to:
- reverse engineer, decompile, disassemble, copy, frame, mirror, scrape, or otherwise attempt to derive source code, models, prompts, training signals, or underlying components of the Services;
- use the Services to develop, benchmark for public comparison, train, or improve a competing product or model, except as expressly approved in writing;
- circumvent technical limitations, quotas, access controls, or security measures;
- upload malware, run denial-of-service attacks, attempt unauthorized access, or conduct security testing without written authorization;
- submit unlawful, infringing, defamatory, or privacy-violating content;
- submit Sensitive Data unless expressly permitted in an Order Form and any required addenda are in place;
- use the Services in violation of applicable law; or
- misrepresent Output as being verified fact or as purely human-generated where that would be deceptive or unlawful.
8. Customer Data Ownership and License
As between the parties, Customer retains all right, title, and interest in and to Customer Data.
Customer grants Univrs a limited, non-exclusive, worldwide right and license to host, copy, transmit, display, modify, format, analyze, process, and otherwise use Customer Data solely as necessary to:
- provide, secure, maintain, support, and improve the Services;
- prevent fraud, abuse, and security incidents;
- comply with law; and
- perform Univrs's obligations under this Agreement.
This license includes the right to use subprocessors solely for the same purposes.
9. Output Rights
As between the parties, and subject to Customer's compliance with this Agreement and applicable law, Univrs assigns to Customer any right, title, and interest Univrs may have in Output generated specifically for Customer from Customer's Input, excluding Univrs technology, models, software, algorithms, dashboards, templates, prompts, workflows, Aggregated Data, and general know-how.
10. Univrs IP; Feedback; Aggregated Data
Univrs and its licensors retain all right, title, and interest in and to the Services, including software, models, user interfaces, visualizations, documentation, methods, workflows, templates, and all related intellectual property.
If Customer provides suggestions, comments, or feedback, Univrs may use them without restriction or obligation.
Univrs may collect and use usage statistics, telemetry, performance data, and information derived from Customer's use of the Services in aggregated and de-identified form ("Aggregated Data") for analytics, security, benchmarking, capacity planning, and service improvement, provided that Aggregated Data does not identify Customer or any individual and is not used to re-identify any person.
11. Model Training Default
Unless expressly stated otherwise in an Order Form or separate written agreement, Univrs will not use Customer Data to train generalized models intended for use across customers, other than Aggregated Data and feedback voluntarily provided by Customer.
12. Third-Party Services and Integrations
The Services may interoperate with third-party services, connectors, APIs, identity providers, cloud services, or data sources. If Customer enables such integrations, Customer authorizes Univrs to access and process related Customer Data as necessary to provide the Services. Univrs is not responsible for third-party services, their acts or omissions, or their availability, security, or accuracy.
13. Security
Univrs will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, destruction, use, modification, or disclosure.
Customer acknowledges that no system is completely secure. Customer is responsible for its own identity provider settings, endpoint security, credential management, user offboarding, and internal access controls.
Any Security Overview materials are provided for general informational purposes and do not create additional contractual commitments unless expressly stated in this Agreement, the DPA, or an Order Form.
14. Data Processing Addendum
If Univrs processes Personal Data on Customer's behalf, the DPA is incorporated into this Agreement and governs such processing.
15. Confidentiality
Each party may receive non-public information disclosed by the other party that is designated confidential or should reasonably be understood as confidential ("Confidential Information"). Each party will use the other party's Confidential Information only to perform under this Agreement and will protect it using at least reasonable care. Customer Data is Customer Confidential Information.
Confidential Information does not include information that: (a) becomes public without breach; (b) was lawfully known to the receiving party without confidentiality obligation; (c) is independently developed without use of the other party's Confidential Information; or (d) is lawfully received from a third party without restriction.
16. Fees, Billing, Renewals, and Taxes
Customer will pay all fees stated in the applicable Order Form or checkout flow. Except as otherwise stated, fees are non-cancelable and non-refundable.
Subscriptions automatically renew for successive renewal terms equal to the initial term unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.
Univrs may change subscription pricing by providing at least thirty (30) days' prior notice. Any price change will apply beginning with the next renewal term after that notice period: for monthly subscriptions, the first monthly renewal occurring at least thirty (30) days after notice; and for annual subscriptions, the next annual renewal, provided notice is given at least thirty (30) days before that renewal date.
Customer is responsible for applicable taxes other than taxes based on Univrs's net income.
17. Suspension
Univrs may suspend access to all or part of the Services if reasonably necessary to: (a) prevent harm to the Services or other customers; (b) respond to a security incident; (c) address Customer's material breach, including nonpayment; or (d) comply with law. Where practicable, Univrs will use commercially reasonable efforts to limit the scope and duration of any suspension.
18. Limited Warranty
Univrs warrants that the Services will materially conform to the then-current documentation during the subscription term. Customer's exclusive remedy and Univrs's sole liability for breach of this warranty will be, at Univrs's option, repair, re-performance, or termination of the affected Services with a pro rata refund of prepaid fees for the non-conforming portion of the remaining term.
19. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 18, THE SERVICES, AI FEATURES, OUTPUT, DOCUMENTATION, AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." UNIVRS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AND QUIET ENJOYMENT. UNIVRS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT OUTPUT WILL BE CORRECT OR SUITABLE FOR CUSTOMER'S PURPOSES.
20. Indemnification by Customer
Customer will defend, indemnify, and hold harmless Univrs and its affiliates, officers, directors, employees, and contractors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Customer Data, including any allegation that Customer lacked required rights, notices, or consents;
- Customer's use of the Services or Output in violation of law or this Agreement;
- Customer's products, services, or decisions made using Output; or
- Customer's breach of Sections 5, 6, or 7.
21. Indemnification by Univrs
Univrs will defend Customer against third-party claims alleging that the Services, when used as authorized, infringe a U.S. patent, copyright, or trade secret, and will indemnify Customer for resulting damages finally awarded or settlement amounts approved by Univrs, provided that Customer promptly notifies Univrs, gives Univrs sole control of the defense and settlement, and reasonably cooperates.
This section does not apply to claims arising from Customer Data, third-party services, modifications not made by Univrs, combinations not provided by Univrs, or use in violation of this Agreement.
22. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO UNIVRS UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
"EXCLUDED CLAIMS" MEANS: (a) CUSTOMER'S PAYMENT OBLIGATIONS; (b) CUSTOMER'S BREACH OF SECTION 7; AND (c) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS.
23. Term and Termination
This Agreement begins when accepted and continues until all subscription terms expire or are terminated.
Either party may terminate this Agreement or an Order Form for material breach if the breach is not cured within thirty (30) days after written notice.
Upon expiration or termination:
- Customer's rights to access and use the Services end;
- Customer may request export of Customer Data within thirty (30) days, subject to technical limits and payment of all outstanding fees;
- Univrs may delete Customer Data from production systems after the export window, except to the extent retention is required by law or reasonable backup/archival practices; and
- Sections intended to survive will survive, including payment obligations, confidentiality, ownership, disclaimers, limitations of liability, indemnities, and dispute provisions.
24. Governing Law and Disputes
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules.
Any dispute arising out of or relating to this Agreement will be resolved exclusively in the state or federal courts located in Delaware, and each party consents to personal jurisdiction and venue there.
Either party may seek injunctive or equitable relief for misuse of intellectual property, breach of confidentiality, or unauthorized access to the Services.
25. Changes to the Agreement
Univrs may update this Agreement from time to time. Material changes will be posted and, where appropriate, presented through the Services for re-acceptance. Changes apply prospectively.
26. Miscellaneous
- Neither party may assign this Agreement without the other party's consent, except in connection with a merger, acquisition, or sale of substantially all assets.
- Failure to enforce any provision is not a waiver.
- If any provision is unenforceable, the remainder will remain in effect.
- This Agreement is the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous understandings on that subject.
- Legal notices under this Agreement may be sent to: contact@univrs.ai.