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Terms of Service

UTICOS LLC · Last updated: [DATE OF PUBLICATION]

DRAFT: for review by the operator and a UAE-qualified lawyer before publication.

These Terms of Service (the "Terms") form a binding agreement between you and UTICOS LLC, a company licensed in the Sharjah Media City (Shams) free zone, United Arab Emirates ("UTICOS", "we", "us"). They govern your access to and use of the UTICOS website, web application and related services (together, the "Service").

By creating an account, starting a trial, purchasing a plan or using the Service, you accept these Terms. If you accept them on behalf of a business, you confirm that you are authorised to bind that business, and "you" means that business.

Our Privacy Policy, Acceptable Use Policy and Security page form part of these Terms.

1. Who may use UTICOS

1.1 The Service is built for businesses. You must be at least 18 years old and use the Service for your own business or profession, not as a consumer for personal, household or family purposes.

1.2 You must give accurate account information and keep it up to date. You are responsible for everything done under your account, including by any team member you invite, and for keeping your password confidential. Tell us at once at technical@uticos.com if you suspect unauthorised use.

1.3 You may not use the Service if you are subject to UAE, UN, EU, UK or US sanctions, or if providing the Service to you would breach applicable law.

2. What UTICOS does

2.1 UTICOS is an AI-assisted marketing system. It:

  • (a) analyses publicly available posts of leading accounts in your industry and shows you the types of posts that perform well ("plays");
  • (b) builds campaign plans from the plays you choose; and
  • (c) produces marketing assets, such as reels, static images, carousels, captions, music and voice-over, from your briefs, your product and place photos and your brand information.

2.2 Market analysis, win rates and recommendations are statistical observations about other accounts' past public posts. They are not a promise or guarantee of reach, engagement, sales or any other result for your business.

2.3 Features marked "Coming soon", "Beta" or similar may change, may be unavailable, or may never be released. They are provided as they are.

2.4 We may improve, change or discontinue features. If we remove a core feature that you have paid for, we will tell you in advance and, where appropriate, offer a pro-rated credit.

3. COS credits, plans, trial and payment

3.1 COS. Assets are priced in COS, a unit of service credit. The COS price of an asset is shown before you create it. The COS shown is the COS deducted when the asset is delivered. If a job fails and delivers nothing, the COS reserved for it is released. Each "another version" is priced and charged as a new asset.

3.2 What COS is not. COS is a prepaid right to use the Service. It is not money, e-money, a deposit, a security or a stored-value instrument. It has no cash value, cannot be withdrawn, exchanged, sold or transferred between accounts, and is not refundable except as these Terms say or as the law requires.

3.3 Monthly plan. The monthly plan gives your account the COS allowance shown on the pricing page for each billing month. [CONFIRM: unused monthly COS does not roll over to the next month.] Team members, where the plan includes them, share the account's balance.

3.4 Top-ups. COS bought as top-ups does not expire while your account is open. If your account is closed, any remaining top-up COS ends with it, except where these Terms provide a refund.

3.5 Free trial. A free trial is offered to a limited number of new accounts, on the terms shown at sign-up (currently 175 COS for 7 days, with reels at 480p). Only one trial is allowed per person and per business. Creating several accounts to obtain more than one trial is a breach of these Terms. We may refuse, end or adjust a trial where we reasonably suspect abuse. Unused trial COS ends when the trial ends.

3.6 Prices and payment. Prices are in US dollars and exclude taxes unless stated otherwise. Payments are processed by our payment provider (Stripe), and we do not store your full card details. A subscription renews automatically each billing month until you cancel it. You authorise us to charge the payment method on file. [CONFIRM: UAE VAT registration status; if registered, VAT at the applicable rate is added and shown on invoices.]

3.7 Price changes. We may change plan prices and COS prices. Plan price changes take effect from your next billing month after at least 14 days' notice by email. COS prices for an asset are always shown before you create it.

3.8 Cancellation and refunds. You may cancel your plan at any time in Settings. It stays active until the end of the current billing month, and it does not renew. Payments already made, and COS already used, are not refunded, except:

  • (a) where a charge was made in error;
  • (b) where we materially fail to provide the paid Service and do not fix it within a reasonable time; or
  • (c) where applicable law requires a refund.

3.9 Failed or late payments. If a payment fails, we may pause generation until it is resolved. If it remains unpaid after 14 days, we may downgrade or suspend the account.

4. Your content

4.1 Your inputs. "Your Content" means what you or your team upload or enter: website addresses, business and brand information, product and place photos, logos, descriptions, facts, customer profiles, instructions and edits. You keep all rights in Your Content.

4.2 Licence to us. You grant UTICOS a worldwide, non-exclusive, royalty-free licence to host, copy, process, analyse, transmit and adapt Your Content only as needed to provide, secure and support the Service for you. This includes sending it to the sub-processors listed in our Privacy Policy. We do not use Your Content to train our own AI models, and we do not publish it, except at your instruction.

4.3 Your promises. You confirm that you own Your Content or have every right, licence and consent needed to use it with the Service. This includes the rights of any photographer, any trademark owner whose mark appears, and any identifiable person shown. You also confirm that Your Content and your instructions do not infringe anyone's rights or break any law.

4.4 People in photos. Do not upload images of identifiable people without their consent to the use you intend. We may refuse or remove such images.

4.5 Website scan. When you give us a website address, you confirm that the site is yours or that you are authorised to use its content for your business on UTICOS. Facts and quotes we find on your site are only used after you confirm them.

5. Generated outputs

5.1 Ownership. As between you and UTICOS, and to the extent the law allows, you own the assets the Service generates for you ("Outputs") once they are delivered, and we assign to you any rights we have in them. Outputs may be produced with third-party AI models whose terms also apply to them. We will tell you if a provider's terms limit your use of an Output.

5.2 No exclusivity. AI systems may produce outputs for other users that are similar to yours. Templates, styles, plays, structures and the know-how of the Service remain ours, and other users may use them.

5.3 Your review before publishing. Outputs are produced by AI and can be inaccurate, incomplete or unsuitable. Before you publish an Output, you must review it and make sure that:

  • (a) every claim, price, offer and fact is true and can be substantiated;
  • (b) it complies with the advertising, consumer protection, media and content laws that apply to you. In the UAE these include the rules of the UAE Media Council, and, where you advertise through others, any licensing requirements for advertisers and influencers;
  • (c) it complies with the rules of the platform where you publish it, including any requirement to label AI-generated or AI-altered content; and
  • (d) it does not infringe the rights of anyone.

UTICOS is not responsible for an Output after you publish it.

5.4 Synthetic people and voices. People and voices in Outputs are generated or come from licensed voice libraries. They do not depict or speak for any real person. You must not present them as real customers, testimonials, endorsements or real individuals, and you must not use the Service to imitate a real person's face or voice.

5.5 Your products shown accurately. The Service aims to show your product as it appears in your photos. Generation is not perfect. You must check that every Output represents your product truthfully before you publish it.

6. Industry analysis and third-party content

6.1 To build plays, UTICOS analyses publicly available posts of selected business accounts on social platforms. We show you statistics and patterns, not those accounts' posts, images or captions, and we do not provide them to you for reuse.

6.2 Plays are descriptions of formats and approaches. They are not permission to copy any other brand's content, trademarks, slogans or creative work. You must not use the Service to copy or imitate a competitor's content.

6.3 Third-party platforms (such as Instagram) are not part of the Service. Their terms govern your use of them, and their changes may affect what the Service can analyse or do.

7. Acceptable use

You must follow our Acceptable Use Policy. In short, you must not:

  • use the Service for anything unlawful, deceptive, harmful or infringing;
  • try to break, overload, reverse-engineer or get around the Service's limits, pricing or security;
  • resell or provide the Service to others without our written agreement; or
  • use Outputs or any part of the Service to build a competing product, or to train AI models.

8. Team members

Where your plan allows it, you may invite team members to your account. You are responsible for their acts and omissions, and they must accept these Terms. Removing a team member ends their access to your account.

9. Suspension and termination

9.1 You may close your account at any time from Settings, or by writing to technical@uticos.com.

9.2 We may suspend or end your access, with notice where reasonable, if:

  • (a) you materially breach these Terms or the Acceptable Use Policy;
  • (b) you fail to pay;
  • (c) we must do so to comply with law or a lawful order; or
  • (d) your use creates a security, legal or financial risk to UTICOS, its users or others.

Where the breach can be fixed, we will usually give you a chance to fix it first.

9.3 When your account ends:

  • your right to use the Service stops;
  • you may download your Outputs during the following 30 days, unless we ended the account because of unlawful use; and
  • we then delete your data as described in our Privacy Policy.

Sections 3.2, 4.3, 5, 6.2 and 10 to 15 survive termination.

10. Our intellectual property

The Service, its software, design, templates, plays, analysis methods, data compilations, names and logos belong to UTICOS or its licensors. These Terms give you a limited, non-exclusive, non-transferable right to use the Service during your subscription or trial. No other rights pass to you. If you send us feedback, we may use it freely, with no obligation to you.

11. Availability and support

We aim for the Service to be available and reliable, but we do not guarantee that it will be uninterrupted or error-free. We may carry out maintenance, which we will try to schedule outside business hours in the UAE. Support is provided by email at technical@uticos.com (technical) and sales@uticos.com (billing and plans).

12. Disclaimers

To the maximum extent the law allows:

  • The Service, its analysis and its Outputs are provided "as is" and "as available".
  • UTICOS makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement or results.
  • We do not warrant that Outputs will be unique, free of errors, or suitable for any specific publication or platform.

Nothing in these Terms excludes a liability that cannot be excluded under applicable law.

13. Limitation of liability

13.1 To the maximum extent the law allows, UTICOS is not liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of profits, revenue, business, goodwill, data or anticipated savings. This applies even if we were told such loss was possible.

13.2 UTICOS's total liability arising out of or relating to the Service or these Terms is limited to the amounts you paid to UTICOS in the 12 months before the event giving rise to the claim.

13.3 These limits do not apply to liability for fraud, wilful misconduct, or anything else that cannot be limited by law.

14. Indemnity

You will defend and indemnify UTICOS, its officers and staff against any third-party claim, and any resulting loss, damages, fines, costs and reasonable legal fees, arising from:

  • (a) Your Content;
  • (b) your use, publication or distribution of Outputs;
  • (c) your breach of these Terms or of the law; or
  • (d) your infringement of anyone's rights.

15. Governing law and disputes

15.1 These Terms, and any dispute arising out of or in connection with them, are governed by the laws of the Emirate of Sharjah and the federal laws of the United Arab Emirates.

15.2 Before starting any proceedings, the parties will try in good faith to resolve the dispute by negotiation for 30 days after written notice. If the dispute is not resolved in that time, the courts of the Emirate of Sharjah have exclusive jurisdiction. [CONFIRM WITH LAWYER: courts or arbitration, e.g. the Sharjah International Commercial Arbitration Centre.]

16. Changes to these Terms

We may update these Terms. For material changes, we will notify you by email or in the app at least 14 days before they take effect. If you continue to use the Service after that date, you accept the updated Terms. If you do not agree, you may cancel before the change takes effect.

17. General

  • Entire agreement. These Terms are the entire agreement between you and UTICOS about the Service.
  • Severability. If any part of these Terms is found invalid, the rest stays in force.
  • No waiver. Not enforcing a right is not a waiver of it.
  • Assignment. You may not assign these Terms without our consent. We may assign them in connection with a reorganisation, merger or sale of our business.
  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party AI or cloud providers.
  • Notices. Notices to you are sent to your account email. Notices to us go to technical@uticos.com, or to sales@uticos.com for billing.
  • Language. If these Terms are translated, the English version prevails, to the extent the law allows.

18. Contact

UTICOS LLC, Sharjah Media City (Shams) free zone, Sharjah, United Arab Emirates. [CONFIRM: licence number and registered address.]

  • Technical and privacy: technical@uticos.com
  • Billing and plans: sales@uticos.com