Terms of Service

These Terms of Service (“Terms”) govern access to and use of the UTOPICA websites, applications, and related services (collectively, the “Service”) provided by UTOPICA Inc. (“UTOPICA,” “we,” “us,” or “our”), a Delaware corporation.

1. Definitions

1.1 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

1.2 “Authorized User” means an employee or contractor of Customer that Customer authorizes to use the Service under Customer's account. Authorized Users must be internal to Customer's organization and must be physically located within the United States or Canada.

1.3 “Customer” means the organization (legal entity) accepting these Terms.

1.4 “Final Output” means the specific, final version of content generated by the Service and presented to Customer or its Authorized Users. Final Output explicitly excludes all intermediaries, Intermediate Materials, and User Interactions.

1.5 “Intermediate Materials” means any intermediaries, drafts, iterations, alternatives, partial outputs, rejected options, working files, system messages, research notes, embeddings, vectorizations, evaluations, internal annotations, safety filters, and other non-final materials generated or used by the Service in producing Final Output.

1.6 “Original Implementation Data” means the original data Customer provides via any files, links, cloud collaboration spaces, or automated integrations (such as content management systems, web analytics, and search console accounts) through email, forms, or other implementation channels to start the custom implementation process. Original Implementation Data expressly excludes User Interactions with the AI.

1.7 “User Uploads” means the data that Authorized Users provide to the Service via manual upload, links, cloud collaboration spaces, or automated integrations (such as content management systems, web analytics, and search console accounts).

1.8 “User Interactions” means all AI/App-driven interactions, including prompts, instructions, chat logs, messages, transcripts (expressly including text, audio, and video transcripts), session logs, clickstream and feature usage events, and usage metadata generated by or captured through use of the Service. User Interactions expressly exclude raw audio and raw video recordings.

1.9 “Service Data” means Usage Data, operational telemetry, logs, security events, performance diagnostics, aggregated analytics, and de-identified or anonymized derivatives and insights.

1.10 “Order Form” means an ordering document or checkout flow referencing these Terms that specifies fees, term, and plan details.

1.11 “Fees” means custom implementation fees, subscription fees (monthly or annual), and any fees for custom plans, add-ons, or professional services, each as set forth in an Invoice, Order Form or statement of work (“SOW”).

1.12 “Professional Services” means implementation services, enterprise custom features, custom integrations, or other bespoke work provided under an SOW or similar written agreement.

1.13 “Privacy Policy” means our Privacy Policy in effect as of the Effective Date (and as updated from time to time in accordance with Section 3).

2. Acceptance; Eligibility; Authority

2.1 Binding Agreement / Acceptance Trigger. Customer agrees to these Terms upon the earlier of:

1. (a) payment of any custom implementation fee (whether invoiced or paid via online checkout); or
2. (b) any access to or use of the Service, including browsing publicly available parts of the Service.

2.2 Eligibility and Location Requirements (US and Canada). The Service is offered exclusively to businesses operating in the United States or Canada. Furthermore, all access to and use of the Service is strictly limited to individuals who are physically located within the United States or Canada. Customer represents and warrants that it is operating in the US or Canada and that it will not permit any Authorized User or third party to access or use the Service from outside these permitted territories, unless we expressly agree otherwise in writing.

2.3 Authority. The individual accepting these Terms represents they have authority to bind Customer.

3. Updates to Terms and Policy

3.1 Changes. We may update these Terms or the Privacy Policy from time to time. If we make material changes, we will provide notice (e.g., by email or in-product notice) at least 30 days before changes take effect, unless a change is required sooner to address security, privacy, legal, or abuse risks. Continued use of the Service after the effective date means Customer accepts the updated terms.

4. Accounts; Security; Acceptable Use

4.1 Registration and Account Administration. Customer is responsible for all activity under its account, for ensuring Authorized Users comply with these Terms, and for verifying that all Authorized Users access the Service solely from within the United States or Canada.

4.2 Credentials. Authorized User credentials are for designated individuals only and may not be shared (“seat sharing”).

4.3 Prohibited Use. Customer will not (and will not allow any Authorized User to):

1. (a) use the Service in violation of any law or third-party right;
2. (b) attempt to reverse engineer, extract, or discover source code, model weights, or underlying algorithms;
3. (c) bypass or interfere with usage limits, security controls, or safety mitigations;
4. (d) upload, link, or share any sensitive, highly confidential, or regulated data, including but not limited to Social Security Numbers, Social Insurance Numbers, government-issued IDs, passwords, financial account credentials, highly confidential business information (such as critical trade secrets, proprietary source code, or material non-public information), protected health information (HIPAA PHI), payment card data (PCI-DSS), or export-controlled data (ITAR/EAR), during the custom implementation process, in User Uploads (expressly including via file uploads, shared links, cloud collaboration spaces, or automated integrations such as content management systems, web analytics, and search console accounts), or within User Interactions, unless we expressly agree in writing;
5. (e) use the Service to build or train a competing AI model or competing service using the Service, User Interactions, or Intermediate Materials; or
6. (f) access or use the Service from any location outside of the United States or Canada, or use any virtual private network (VPN), proxy, or other means to obscure or disguise an Authorized User's actual physical location to bypass this restriction.

4.4 Suspension. We may suspend access immediately if we reasonably believe Customer's use poses a security risk, violates Section 4.3, or could expose UTOPICA to liability, and we will restore access if the issue is resolved.

5. Plans, Usage Credits, Fees, Payment, Refunds

5.1 Plans (Feature tiers; usage-based and seat-based limits). UTOPICA offers multiple subscription plans. Plans differ by the specific features accessible to the Customer, the subscription term (monthly or annual), the number of Authorized Users (seats), and the usage-credit limits. All standard plans are strictly usage-based and seat-based. If Customer requires access to specific premium features, any custom integrations, additional seats, or higher usage-credit limits than a standard plan includes, we will provide a custom plan and custom quote via an Order Form.

5.2 Custom Implementation Fee (custom quoted; upfront; non-refundable). Custom implementation fees are custom quoted and due upfront. Custom implementation fees are non-refundable to the maximum extent permitted by law.

5.3 Subscription Fees. Subscription fees are due in advance (monthly or annual).

5.4 Monthly Subscriptions (non-refundable). Monthly subscription fees are non-refundable to the maximum extent permitted by law.

5.5 Annual Subscriptions (limited first-month refund). Annual subscription fees are refundable only if Customer requests cancellation and refund within the first month of the annual term (i.e., within 30 days of the annual term start date) and Customer has not used more than 1/12 of the annual usage credits included in the annual subscription during that period (as measured by our usage-credit ledger).

If those conditions are satisfied, we will refund the annual subscription fees paid for the then-current annual term, less any non-refundable custom implementation fee and less any non-subscription charges (e.g., Professional Services) that are non-refundable under the applicable SOW or Order Form.

5.6 Usage Credits, Seats, and Overages. Subscription usage is measured in credits and the number of provisioned seats. The credit limits, seat limits, measurement rules, and (if applicable) overage pricing or the purchase of additional credits/seats will be set out in the Order Form. If Customer reaches its credit or seat limit, the Service may throttle, pause, or restrict further usage or the addition of new users until limits reset or additional capacity is purchased.

5.7 Professional Services, Custom Integrations, and Enterprise Custom Work. Any custom integrations, enterprise custom features, or other bespoke work fall entirely outside of standard plans. All such services will be strictly custom quoted and provided for an additional fee under a statement of work (“SOW”) or similar written agreement.

5.8 Taxes. Fees are exclusive of applicable taxes. Customer is responsible for applicable taxes except taxes on UTOPICA's income.

5.9 Late Payment. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law, and we may suspend access for non-payment.

6. Intellectual Property; Ownership; Licenses

6.1 Customer-Owned Content (Customer retains ownership). As between the parties, Customer (and/or its licensors, as applicable) retains all right, title, and interest strictly and exclusively in and to:

1. (A) Final Output (expressly excluding ALL intermediaries and Intermediate Materials);
2. (B) Original Implementation Data; and
3. (C) User Uploads.

Important Intellectual Property Caveat: Customer acknowledges and agrees that Customer’s ownership of any Original Implementation Data or User Uploads ingested via links, cloud collaboration spaces, or automated integrations (such as content management systems, web analytics, and search console accounts) is strictly limited to the extent that Customer already owns the underlying intellectual property rights to that original data. UTOPICA does not grant or recognize Customer ownership of any third-party intellectual property, public websites, or copyrighted materials scraped or ingested at Customer's direction.

6.2 UTOPICA-Owned Materials (UTOPICA retains exclusive ownership). UTOPICA retains exclusive ownership of, and Customer receives no ownership interest in:

1. (a) the Service (including software, source code, UI/UX, and documentation);
2. (b) all models, algorithms, weights, methodologies, and system designs;
3. (c) Intermediate Materials;
4. (d) User Interactions (including prompts, chat logs, text/audio/video transcripts, and interaction metadata); and
5. (e) Service Data (including aggregated and de-identified derivatives and insights).

6.3 License from Customer to UTOPICA (to operate the Service). Customer grants UTOPICA a non-exclusive, worldwide, royalty-free license to host, store, copy, process, transmit, and display Customer-Owned Content solely as necessary to (i) provide and secure the Service, (ii) perform custom implementation and support, (iii) prevent fraud and abuse, and (iv) comply with law. This license continues until Customer-Owned Content is deleted in accordance with Section 8.

6.4 Assignment / License of User Interactions to UTOPICA. To implement the parties' agreement that UTOPICA exclusively owns User Interactions, Customer hereby assigns to UTOPICA all right, title, and interest (including Intellectual Property Rights) in and to User Interactions and any compilations or derivatives thereof created by or for UTOPICA. To the extent any such assignment is prohibited or limited by applicable law, Customer grants UTOPICA an exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit User Interactions for any lawful purpose, including the training and improvement rights in Section 6.5. To the maximum extent permitted by law, Customer waives (and will cause Authorized Users to waive) any moral rights in User Interactions.

6.5 Training and Improvement Rights (Derivatives & Model Improvement). UTOPICA may use User Interactions and Service Data to train, fine-tune, evaluate, and improve the Service, our models, and our methodologies, including across customers. UTOPICA may create, retain, and use aggregated, de-identified, or anonymized datasets and derived insights for these purposes and for legal compliance. Customer acknowledges that such anonymized/de-identified data may be retained even after deletion of Customer-Owned Content. Customers requiring alternative data privacy configurations (such as a zero-data-training environment) must contact our sales team to purchase a custom Enterprise plan governed by a custom Order Form.

6.6 Feedback. If Customer or Authorized Users provide feedback or suggestions, UTOPICA may use them without restriction or obligation.

6.7 Reservation of Rights. Except as expressly stated in these Terms, no rights are granted by either party.

6.8 CMS and Web Analytics Integrations. The Service is designed to integrate with Customer's content management system (“CMS”), Google Analytics, Google Search Console, and similar web analytics accounts. By connecting or authorizing these integrations, Customer grants UTOPICA the right and license to: (a) access the Customer's CMS strictly for the purposes of publishing and updating content, as well as measuring content performance; and (b) access, retrieve, and process website performance and usage data (including data obtained via Google Search Console and Google Analytics integrations) for the purposes of measuring content performance, providing Customer with visibility into content performance metrics, and improving the quality, relevance, and effectiveness of the content produced by the application.

7. Confidentiality

7.1 Confidential Information. “Confidential Information” means non-public information disclosed by a party that is designated as confidential or should reasonably be understood as confidential. Customer-Owned Content is Customer's Confidential Information. The Service, pricing, and non-public technical information about the Service are UTOPICA's Confidential Information.

7.2 Permitted Use; Protection. Each party will use the other party's Confidential Information only to perform under these Terms and will protect it using at least reasonable care.

7.3 Carve-out for Training Rights. Customer acknowledges that UTOPICA's use of User Interactions and Service Data for training and improvement (as described in Section 6.5) is authorized and does not violate confidentiality obligations under these Terms.

8. Data, Privacy, Retention, Deletion

8.1 Privacy Policy. Our collection and processing practices are described in the Privacy Policy, which is incorporated by reference.

8.2 Deletion of Customer-Owned Content upon cancellation (on request). Upon cancellation of their account, Customer may request the permanent deletion of only the following data associated with their account:

1. (A) the final versions of the content generated and presented to them (expressly excluding ALL intermediaries and Intermediate Materials);
2. (B) the original data that they provided (via files, links, cloud collab spaces, or automated integrations such as content management systems, web analytics, and search console accounts) to start the custom implementation process (expressly excluding any User Interactions with the AI during implementation, which UTOPICA retains in anonymized format);
3. (C) the data that they uploaded to the app (via manual files, links, cloud collab spaces, or automated integrations such as content management systems, web analytics, and search console accounts); and
4. (D) any raw audio or raw video recordings hosted on UTOPICA's servers.

We will act on verified requests within a commercially reasonable time (typically within 30 days). Everything else is retained by UTOPICA. Upon executing the deletion request, UTOPICA will permanently retain all other data, including training data, derivatives, intermediaries, and User Interactions (including text, audio, and video transcripts of AI interactions), strictly in an anonymized or de-identified format. Notwithstanding any deletion request, UTOPICA reserves the right to retain any raw or identifiable data strictly as required by local, state, or federal authorities for tax purposes, accounting, fraud prevention, or other mandatory legal and regulatory compliance.

8.3 Data Retention Without a Deletion Request (Default State). If Customer cancels their account (or if the account is terminated for non-payment) and Customer does not explicitly request deletion of their data as outlined in Section 8.2, UTOPICA will grant a grace period of six (6) months from the date of cancellation. During this grace period, Customer’s data will remain on UTOPICA's servers. Upon the expiration of this 6-month grace period, it is entirely at UTOPICA’s sole discretion whether to delete, anonymize, or indefinitely retain all raw files, linked data, identifiable chat logs, and other Customer-Owned Content until such time as the Customer specifically reaches out to request deletion.

8.4 Customer responsibility for export. Because cancellation results in immediate loss of access (Section 10), Customer is responsible for exporting any Final Output it wishes to retain prior to cancellation.

9. Third-Party Services and AI Infrastructure Providers

The Service relies on integrations with third-party services, including underlying AI models and infrastructure providers, to process data and generate Final Output. To protect our proprietary system architecture and intellectual property, UTOPICA does not disclose the specific identities of these third-party AI vendors; however, all such AI infrastructure providers utilized by UTOPICA are located strictly within the United States and Canada.

While UTOPICA relies on the official enterprise terms of service and privacy policies of these vendors regarding data privacy, UTOPICA does not own or control these third parties, their internal systems, or their training environments. Customer data (including User Interactions and Customer-Owned Content) sent to these providers for inference and processing is governed exclusively by the vendors' respective terms and policies. UTOPICA cannot independently verify or absolutely guarantee how third-party vendors process, store, or secure data internally. To the maximum extent permitted by law, UTOPICA expressly disclaims all liability for any data breaches, misuse, unauthorized model training, or intellectual property violations committed by third-party AI infrastructure providers.

10. Term; Renewal; Cancellation; Termination

10.1 Term. These Terms begin upon acceptance (Section 2.1) and continue until terminated.

10.2 Subscription Renewal and Plan Changes. Subscriptions renew automatically for successive periods equal to the initial term. UTOPICA reserves the right to modify pricing, usage-credit limits, seat limits, or feature availability applicable to any standard plan for subsequent renewal terms. We will provide Customer with at least thirty (30) days’ written notice (e.g., via email or in-app notification) prior to the end of the current subscription term of any such modifications. For annual subscriptions, these modifications will not affect the current active term and will only take effect upon the start of the next annual renewal term. If Customer does not agree to the updated limits or pricing, Customer’s sole remedy is to cancel the subscription prior to the renewal date. Any cancellations are subject to the standard refund terms set forth in Section 5. Continued use of the Service past the renewal date constitutes acceptance of the new pricing and plan limits.

10.3 Cancellation by Customer (immediate loss of access). Customer may cancel at any time through account settings or by written notice. Upon cancellation, Customer's access to the application and Service will end immediately, and Authorized Users will no longer be able to log in or use the Service.

10.4 Termination for Cause. Either party may terminate for material breach if the other fails to cure within 30 days after written notice, except that UTOPICA may terminate immediately for non-payment, insolvency, or unlawful use, or where required to mitigate security or legal risk.

10.5 Effect of Termination. Sections intended to survive will survive, including Sections 5 (payment obligations accrued), 6 (ownership; training rights), 7 (confidentiality, subject to its terms), 8 (deletion mechanics and retention), 11-15.

11. Disclaimers

THE SERVICE, INCLUDING BETA OR PREVIEW FEATURES, AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” UTOPICA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VALIDATING FINAL OUTPUT BEFORE USE OR PUBLICATION. THE SERVICE IS NOT LEGAL, MEDICAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE.

AI-Generated Content; No Accuracy or Originality Guarantee; Customer Review Required. The Service uses large language models and other automated systems to generate Final Output. While UTOPICA aims to provide high-quality content, Final Output may contain errors, omissions, outdated information, biased or inappropriate material, or unintended similarities to third-party content. UTOPICA does not guarantee that any Final Output will be accurate, complete, current, fit for a particular purpose, or plagiarism-free (or otherwise non-infringing). Customer is solely responsible for reviewing, proofreading, and independently verifying Final Output before use, publication, or reliance, including ensuring it complies with Customer's standards, applicable laws and regulations, and any third-party rights (including copyright and trademark rights).

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS; AND (B) UTOPICA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO UTOPICA FOR THE SERVICE IN THE 6 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN THAT CASE, THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED.

13. Indemnification

13.1 By Customer. Customer will indemnify, defend, and hold harmless UTOPICA from and against any third-party claims, damages, liabilities, and expenses arising from: (a) Customer-Owned Content; (b) Customer's use of the Service in violation of law or these Terms; (c) Customer's failure to obtain required rights/consents (including for audio/voice data); or (d) any allegation that data, files, public websites, cloud collaboration spaces, or automated integrations (such as content management systems, web analytics, and search console accounts) provided, linked, or scraped at Customer's direction infringe upon the intellectual property rights of any third party or violate any third party's Terms of Service. Customer assumes 100% liability for all data ingested into the Service at their instruction.

13.2 Procedure. The indemnified party will promptly notify the indemnifying party and cooperate. The indemnifying party controls the defense, except it may not settle in a way that admits fault or imposes obligations on the indemnified party without consent.

14. Governing Law; Dispute Resolution

14.1 Governing Law. If Customer is organized in the United States, Delaware law governs (excluding conflict rules). If Customer is organized in Canada, Ontario law governs (excluding conflict rules).

14.2 Informal Resolution. The parties will attempt in good faith to resolve disputes for 30 days after written notice.

14.3 Arbitration / Venue. Any dispute not resolved informally will be resolved by binding arbitration administered by JAMS (or a comparable provider), with: (i) seat in New York, New York for U.S. Customers, and (ii) seat in Toronto, Ontario for Canadian Customers. Either party may seek injunctive relief in court for intellectual property infringement or misuse of Confidential Information.

14.4 Class Action Waiver. To the maximum extent permitted by law, disputes will be brought only on an individual basis and not as a class action.

15. General

15.1 Assignment. Customer may not assign these Terms without UTOPICA's prior written consent. UTOPICA may assign in connection with a merger, acquisition, reorganization, or sale of assets.

15.2 Severability. If a provision is unenforceable, the remainder remains in effect.

15.3 Notices. Notices must be in writing and delivered to the addresses listed in the Privacy Policy Contact section (or updated address on file).

15.4 Entire Agreement; Order of Precedence. These Terms, the Privacy Policy, and Order Forms/SOWs are the entire agreement. If there is a conflict, an SOW/Order Form controls over these Terms solely for the subject matter of that SOW/Order Form.