Terms Of Service

TERMS OF SERVICE

Last Updated: December 22, 2024

1. AGREEMENT TO TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or entity, "Customer," "you," or "your") and U2xAI LLC ("U2xAI," "Company," "we," "us," or "our"), concerning your access to and use of the U2xAI platform, software, services, and related products (collectively, the "Services").

By accessing or using our Services, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

Contact Information:

Email: hello@u2xai.com
Address: 991 US 22, Suite 200, Bridgewater, NJ 08807
Website: u2xai.com

2. DEFINITIONS

"Account" means the account created by Customer to access and use the Services.

"AI Services" means the artificial intelligence and machine learning features provided as part of the Services, including but not limited to demand forecasting, inventory optimization, procurement analytics, and predictive algorithms.

"Authorized Users" means employees, contractors, or agents of Customer who are authorized to use the Services under Customer's Account.

"Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to business plans, technical data, customer lists, and proprietary algorithms.

"Customer Data" means any data, information, or material provided, uploaded, or submitted by Customer or Authorized Users to the Services, including but not limited to inventory data, sales data, supplier information, and business metrics.

"Documentation" means the technical documentation, user guides, and support materials provided by U2xAI for the Services.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

"Platform" means the U2xAI cloud-based software platform accessible via web browser or API.

"Service Level Agreement" or "SLA" means the uptime and performance commitments set forth in Section 6.

"Subscription Period" means the term for which Customer has subscribed to the Services as specified in the Order Form.

3. SCOPE OF SERVICES

3.1 Service Offerings

U2xAI provides cloud-based AI-powered supply chain optimization services, including but not limited to:

a) Demand Forecasting: Machine learning models to predict future product demand with statistical accuracy metrics b) Inventory Optimization: Automated reorder point calculations, safety stock optimization, and working capital reduction c) Purchase Order Automation: Automated generation and management of purchase orders based on demand forecasts and inventory levels d) Supplier Incentive Optimization: Tracking and maximizing supplier rebates, volume incentives, and promotional allowances e) Procurement Analytics: Spend analysis, supplier performance tracking, and procurement optimization f) Reporting and Dashboards: Real-time analytics, performance metrics, and customizable reports g) API Access: Programmatic access to platform functionality and data (for applicable subscription tiers) h) Integration Services: Connections to ERP systems, e-commerce platforms, and third-party business applications

3.2 Service Tiers

Services are offered in multiple subscription tiers with varying features, usage limits, and pricing. Specific features available to Customer depend on the selected subscription tier as detailed in the Order Form or pricing page.

3.3 Beta Services

From time to time, U2xAI may offer beta, pilot, or pre-release services ("Beta Services"). Beta Services are provided "AS IS" without warranties and may be discontinued at any time. Customer's use of Beta Services is at Customer's sole risk.

4. ACCOUNT REGISTRATION AND ACCESS

4.1 Account Creation

To access the Services, Customer must: a) Provide accurate, current, and complete registration information b) Designate an administrative user with authority to bind Customer c) Maintain and promptly update registration information d) Accept these Terms and any applicable Order Form

4.2 Account Credentials

Customer is responsible for: a) Maintaining the confidentiality of all account credentials b) All activities that occur under Customer's account c) Notifying U2xAI immediately of any unauthorized access or security breach d) Ensuring Authorized Users comply with these Terms

4.3 Authorized Users

Customer may authorize employees, contractors, or agents to access the Services as Authorized Users. Customer shall: a) Limit access to the number of users specified in the applicable subscription tier b) Ensure all Authorized Users comply with these Terms c) Be responsible for all actions taken by Authorized Users d) Promptly deactivate accounts of former employees or contractors

4.4 Restrictions

Customer shall not: a) Share account credentials with unauthorized persons b) Allow access by individuals outside Customer's organization (except as specifically permitted) c) Use Services for the benefit of third parties (except as part of Customer's normal business operations) d) Create accounts using false or misleading information

5. ACCEPTABLE USE POLICY

5.1 Permitted Use

Customer may use the Services solely for lawful business purposes in connection with supply chain management, demand planning, inventory optimization, and related business operations.

5.2 Prohibited Activities

Customer shall not, and shall not permit Authorized Users to:

a) Illegal Activities: Use the Services for any illegal purpose or in violation of any applicable laws or regulations

b) Security Violations:

Attempt to gain unauthorized access to the Services or related systems
Probe, scan, or test vulnerabilities of the Services
Breach or circumvent security or authentication measures
Access data not intended for Customer

c) Interference:

Interfere with or disrupt the Services or servers/networks connected to the Services
Impose unreasonable loads on infrastructure
Use any device, software, or routine to interfere with proper functioning

d) Reverse Engineering:

Reverse engineer, decompile, disassemble, or derive source code from the Services
Attempt to discover algorithms, techniques, or processes embodied in the Services
Create derivative works based on the Services

e) Competitive Use:

Use the Services to develop competing products or services
Benchmark the Services without prior written consent
Copy features, functions, or user interface

f) Data Misuse:

Upload malicious code, viruses, malware, or harmful content
Upload data that infringes intellectual property rights of others
Upload personal information in violation of privacy laws
Scrape or harvest data from the Services using automated means

g) Misrepresentation:

Impersonate any person or entity
Falsely state or misrepresent affiliation with any person or entity
Use Services for fraudulent purposes

h) Resale:

Resell, sublicense, or redistribute the Services without authorization
Provide access to the Services to third parties as a service

5.3 Monitoring and Enforcement

U2xAI reserves the right to: a) Monitor use of the Services for compliance with these Terms b) Investigate suspected violations c) Suspend or terminate access for violations d) Report illegal activities to law enforcement e) Cooperate with legal proceedings

6. SERVICE LEVEL AGREEMENT (SLA)

6.1 Availability Commitment

U2xAI commits to maintaining the Services with 99.5% uptime, calculated monthly ("Uptime Commitment"), excluding: a) Scheduled maintenance (notified at least 48 hours in advance) b) Emergency maintenance (notified as soon as practicable) c) Force majeure events d) Internet service provider failures beyond U2xAI's control e) Issues caused by Customer's equipment, network, or misuse

6.2 Scheduled Maintenance

U2xAI may perform scheduled maintenance: a) During designated maintenance windows (typically weekends, low-usage periods) b) With 48 hours advance notice via email or platform notification c) Not to exceed 4 hours per month

6.3 Service Credits

If Uptime Commitment is not met, Customer may be eligible for service credits:

99.0% - 99.49% uptime: 5% credit
98.0% - 98.99% uptime: 10% credit
Below 98.0% uptime: 25% credit

Service credits: a) Are Customer's sole remedy for availability failures b) Apply only to monthly subscription fees c) Must be requested within 30 days of incident d) Are calculated as a percentage of the affected month's fees e) Do not extend subscription term

6.4 Support Services

Support services are provided based on subscription tier:

Basic Support (all tiers):

Email support: hello@u2xai.com
Response time: 48 business hours
Business hours: Monday-Friday, 9 AM - 5 PM ET

Priority Support (premium tiers):

Email and phone support
Response time: 8 business hours
Extended hours: Monday-Friday, 8 AM - 8 PM ET

Enterprise Support (enterprise tier):

24/7 email support
Dedicated account manager
Response time: 4 hours (critical), 24 hours (non-critical)
Quarterly business reviews

7. FEES AND PAYMENT

7.1 Subscription Fees

Customer agrees to pay all fees as specified in the Order Form or pricing page. Fees are based on: a) Selected subscription tier b) Number of Authorized Users (if applicable) c) Data volume or transaction limits d) Additional services or features

7.2 Payment Terms

a) Billing Cycle: Subscription fees are billed monthly or annually as selected by Customer b) Payment Due: Fees are due in advance at the beginning of each billing period c) Payment Method: Customer must provide valid payment information (credit card, ACH, wire transfer) d) Automatic Renewal: Subscriptions automatically renew unless cancelled per Section 11.2 e) Currency: All fees are in U.S. Dollars (USD)

7.3 Price Changes

U2xAI reserves the right to modify pricing: a) New prices become effective at next renewal period b) Customer will be notified at least 30 days before price changes c) Continued use after notification constitutes acceptance of new pricing d) Customer may cancel subscription before renewal if disagreeing with price changes

7.4 Taxes

Fees are exclusive of all taxes, duties, and assessments. Customer is responsible for all applicable taxes except those based on U2xAI's net income. If U2xAI is required to pay or collect taxes, such amounts will be invoiced to Customer.

7.5 Late Payment

a) Late payments incur interest at 1.5% per month or maximum legal rate b) U2xAI may suspend Services for accounts 15 days past due c) Customer remains liable for all fees during suspension d) U2xAI may terminate for accounts 30 days past due

7.6 Disputed Charges

Customer must notify U2xAI of disputed charges within 30 days of invoice date. Undisputed portions must be paid on time.

7.7 Refund Policy

a) Monthly Subscriptions: No refunds for partial months b) Annual Subscriptions: Pro-rata refunds available if cancelled within first 30 days c) Setup/Implementation Fees: Non-refundable once services commence d) Service Credits: As specified in Section 6.3

8. CUSTOMER DATA

8.1 Customer Data Ownership

Customer retains all ownership rights to Customer Data. Customer grants U2xAI a limited license to access, process, and use Customer Data solely to: a) Provide the Services b) Maintain and improve the Services c) Generate aggregated, anonymized insights and analytics d) Comply with legal obligations

8.2 Data Accuracy

Customer represents and warrants that: a) Customer has all necessary rights to provide Customer Data to U2xAI b) Customer Data does not violate any third-party rights or laws c) Customer Data is accurate and complete to the best of Customer's knowledge d) Customer has obtained necessary consents for personal data processing

8.3 Data Processing

U2xAI will: a) Process Customer Data only as necessary to provide the Services b) Maintain appropriate technical and organizational security measures c) Not access Customer Data except for service provision, troubleshooting, or legal compliance d) Not use Customer Data for competing purposes e) Not share Customer Data with third parties except as permitted in these Terms

8.4 Data Security

U2xAI implements industry-standard security measures including: a) Encryption in transit (TLS 1.2 or higher) b) Encryption at rest for sensitive data c) Regular security assessments and penetration testing d) Access controls and authentication mechanisms e) Intrusion detection and prevention systems f) Regular backups and disaster recovery procedures

8.5 Data Backup and Recovery

U2xAI performs: a) Daily automated backups of Customer Data b) Retention of backups for 30 days c) Disaster recovery procedures to restore service within 24 hours

Customer is responsible for maintaining independent backups of critical data.

8.6 Data Portability

Customer may export Customer Data through: a) Standard export functionality in the Platform b) API access (for applicable tiers) c) Request to U2xAI (may incur reasonable fees for custom exports)

Data exports are provided in standard formats (CSV, JSON, Excel).

8.7 Data Deletion

Upon termination or request: a) U2xAI will provide Customer Data export within 30 days b) Customer Data will be deleted from production systems within 60 days c) Backup copies may persist in archival systems for up to 90 days d) U2xAI may retain aggregated, anonymized data indefinitely

9. ARTIFICIAL INTELLIGENCE AND FORECASTING

9.1 AI Service Description

The Services utilize machine learning and artificial intelligence algorithms to: a) Analyze historical data and identify patterns b) Generate demand forecasts and predictions c) Recommend inventory levels and purchase orders d) Optimize supplier selection and pricing e) Identify trends and anomalies

9.2 Accuracy and Limitations

Customer acknowledges and agrees that:

a) Forecasts are Estimates: AI-generated forecasts and recommendations are statistical estimates based on historical data and algorithms. Actual results may vary significantly.

b) No Guarantee of Accuracy: U2xAI does not guarantee any specific level of forecast accuracy, although historical performance metrics may be provided for reference.

c) Data Dependency: Forecast accuracy depends on:

Quality and completeness of Customer Data
Historical data availability and timeframe
Stability of business conditions
External factors beyond system's knowledge

d) Human Judgment Required: Recommendations are decision support tools, not replacements for business judgment. Customer is solely responsible for business decisions.

e) Market Changes: Forecasts may not account for unprecedented market conditions, economic disruptions, regulatory changes, or other unforeseen events.

9.3 Model Training and Improvement

a) U2xAI continuously improves AI models using aggregated, anonymized data across customers b) Customer-specific models are trained on Customer Data and industry patterns c) U2xAI may adjust algorithms to improve performance without notice d) Changes to algorithms may affect forecast results

9.4 Disclaimer of Liability for AI Decisions

Customer acknowledges that: a) U2xAI is not liable for business losses resulting from following AI recommendations b) Customer must validate recommendations before implementation c) Customer should maintain appropriate inventory buffers and contingency plans d) Automated actions (e.g., purchase orders) are Customer's responsibility

9.5 Data Quality Requirements

For optimal AI performance, Customer should: a) Provide at least 12 months of historical data where possible b) Maintain data quality and consistency c) Promptly update data for changing business conditions d) Report data quality issues to U2xAI

10. INTELLECTUAL PROPERTY RIGHTS

10.1 U2xAI Intellectual Property

U2xAI and its licensors retain all rights, title, and interest in: a) The Services, including all software, algorithms, and technology b) U2xAI trademarks, logos, and brand elements c) Documentation and training materials d) Aggregated, anonymized insights and analytics derived from service usage e) All improvements, modifications, and derivative works of the foregoing

Customer receives only a limited, non-exclusive, non-transferable license to access and use the Services as permitted by these Terms.

10.2 Customer Intellectual Property

Customer retains all rights to: a) Customer Data b) Customer's trademarks, logos, and brand elements c) Customer's business processes and methods d) Configurations and customizations developed by Customer

10.3 Feedback and Suggestions

If Customer provides feedback, suggestions, or ideas regarding the Services: a) Such feedback is provided voluntarily b) U2xAI may use feedback without obligation or compensation c) U2xAI owns all rights to implementations based on feedback d) Customer grants U2xAI perpetual, royalty-free license to use feedback

10.4 Restrictions on Use

Customer shall not: a) Remove, alter, or obscure any proprietary notices from the Services b) Use U2xAI trademarks without prior written consent c) Claim ownership or proprietary rights in the Services d) Register domain names, trademarks, or social media accounts incorporating U2xAI marks

11. TERM AND TERMINATION

11.1 Subscription Term

The subscription term commences on the date specified in the Order Form and continues for: a) One month for monthly subscriptions b) One year for annual subscriptions c) Custom period as agreed in writing

11.2 Renewal and Cancellation

a) Automatic Renewal: Subscriptions automatically renew for successive periods of the same duration unless cancelled

b) Cancellation Notice:

Monthly subscriptions: 7 days notice before renewal date
Annual subscriptions: 30 days notice before renewal date

c) Cancellation Method: Submit cancellation request via:

Account settings in the Platform
Email to hello@u2xai.com
Written notice to company address

d) Effective Date: Cancellation becomes effective at end of current billing period

e) No Refunds: Fees for current period are non-refundable (except as specified in Section 7.7)

11.3 Termination for Cause

Either party may terminate immediately if: a) Other party materially breaches these Terms and fails to cure within 30 days of written notice b) Other party becomes insolvent, files bankruptcy, or ceases business operations c) Required by law or regulatory authority

11.4 Termination by U2xAI

U2xAI may suspend or terminate Services immediately without notice if: a) Customer violates Acceptable Use Policy (Section 5) b) Customer's account is 30+ days past due c) Customer poses security risk to the Services or other customers d) Required to comply with legal obligations e) Customer engages in fraudulent or illegal activities

11.5 Effect of Termination

Upon termination:

a) Access: Customer's access to Services terminates immediately (or at end of notice period if applicable)

b) Data Export: Customer has 30 days to export Customer Data before deletion

c) Fees:

Customer remains liable for fees incurred through termination date
No refunds except as specified in Section 7.7
Outstanding invoices become immediately due

d) Data Deletion: Customer Data deleted per Section 8.7

e) Return of Materials: Each party will return or destroy Confidential Information of other party

11.6 Survival

The following sections survive termination:

Section 7 (Fees and Payment) - for accrued obligations
Section 8 (Customer Data) - for data deletion obligations
Section 10 (Intellectual Property Rights)
Section 12 (Confidentiality)
Section 13 (Warranties and Disclaimers)
Section 14 (Limitation of Liability)
Section 15 (Indemnification)
Section 17 (Dispute Resolution)
Section 18 (General Provisions)

12. CONFIDENTIALITY

12.1 Confidential Information

Each party agrees to protect the other party's Confidential Information with the same degree of care used for its own confidential information, but no less than reasonable care.

12.2 Obligations

Receiving party shall: a) Use Confidential Information only for purposes of these Terms b) Not disclose Confidential Information to third parties without written consent c) Limit access to employees, contractors, and advisors with need-to-know d) Require recipients to comply with confidentiality obligations

12.3 Exceptions

Confidential Information does not include information that: a) Is or becomes publicly available through no fault of receiving party b) Was rightfully possessed by receiving party before disclosure c) Is independently developed without use of Confidential Information d) Is rightfully received from third party without confidentiality obligation

12.4 Permitted Disclosures

Confidential Information may be disclosed if: a) Required by law, regulation, or court order (with notice to disclosing party if permitted) b) Necessary to enforce rights under these Terms c) With prior written consent of disclosing party

12.5 Return of Information

Upon request or termination, receiving party shall: a) Return or destroy all Confidential Information b) Certify destruction in writing if requested c) May retain copies required by law or professional standards

13. WARRANTIES AND DISCLAIMERS

13.1 U2xAI Warranties

U2xAI warrants that: a) Services will perform substantially in accordance with Documentation b) U2xAI has necessary rights to provide the Services c) Services will not infringe third-party intellectual property rights (to U2xAI's knowledge) d) U2xAI will use commercially reasonable efforts to maintain security

Customer's exclusive remedy for breach of these warranties is service correction or, if U2xAI cannot reasonably correct within 30 days, termination with pro-rata refund.

13.2 Customer Warranties

Customer warrants that: a) Customer has authority to enter these Terms b) Customer Data does not violate laws or third-party rights c) Customer will comply with these Terms and applicable laws d) Customer has obtained necessary consents for data processing

13.3 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

U2xAI DISCLAIMS ALL WARRANTIES, INCLUDING:

a) Merchantability: No warranty that Services are merchantable or fit for particular purpose

b) Uninterrupted Service: No warranty of uninterrupted, timely, secure, or error-free operation

c) Accuracy: No warranty regarding accuracy, completeness, or reliability of results, including AI forecasts and recommendations

d) Data Loss: No warranty against data loss or corruption (subject to backup commitments in Section 8.5)

e) Third-Party Services: No warranty regarding third-party services, integrations, or content

f) Security: No warranty that Services are free from vulnerabilities, viruses, or malicious code (despite security measures)

g) Compliance: No warranty that Services meet Customer's specific regulatory or compliance requirements (Customer is responsible for compliance assessment)

13.4 Forecasting Disclaimer

CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT AI-GENERATED FORECASTS AND RECOMMENDATIONS:

a) Are statistical estimates and predictions, not guarantees b) May not be accurate or suitable for Customer's specific circumstances c) Should not be solely relied upon for business-critical decisions d) Require validation and exercise of business judgment e) May not account for unprecedented or rapidly changing conditions

U2xAI DISCLAIMS ALL LIABILITY FOR BUSINESS LOSSES ARISING FROM RELIANCE ON FORECASTS OR RECOMMENDATIONS.

13.5 Third-Party Integrations

U2xAI is not responsible for: a) Availability, reliability, or security of third-party services b) Changes to third-party APIs or integration methods c) Data loss or corruption in third-party systems d) Third-party service fees or terms

14. LIMITATION OF LIABILITY

14.1 Limitation on Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, U2xAI'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF:

a) Fees paid by Customer in the 12 months preceding the claim, OR b) $1,000 USD

14.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, U2xAI SHALL NOT BE LIABLE FOR:

a) Indirect Damages: Any indirect, incidental, special, consequential, or exemplary damages

b) Business Losses: Including but not limited to:

Lost profits or revenue
Lost business opportunities
Lost savings or expected savings
Lost data or information (beyond data restoration obligations)
Business interruption
Loss of goodwill or reputation

c) Third-Party Claims: Claims by Customer's customers, suppliers, or other third parties

d) Forecast Reliance: Losses resulting from reliance on AI forecasts or recommendations

e) Inventory Decisions: Losses from stockouts, overstocking, or purchasing decisions

f) Market Changes: Losses from market conditions, competitive actions, or external events

14.3 Basis of Bargain

Customer acknowledges that: a) These limitations are essential elements of the agreement b) U2xAI would not provide Services without these limitations c) Fees are set based on these risk allocations d) These limitations apply even if remedies fail of essential purpose

14.4 Exceptions

Limitations in this Section do not apply to: a) Customer's payment obligations b) Customer's indemnification obligations c) Violations of intellectual property rights d) Gross negligence or willful misconduct e) Liability that cannot be excluded under applicable law

14.5 Claims Process

Customer must bring claims within one year of circumstances giving rise to claim or be time-barred.

15. INDEMNIFICATION

15.1 U2xAI Indemnification

U2xAI will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Services infringe or misappropriate third-party intellectual property rights, and will pay damages finally awarded or agreed in settlement.

Conditions: a) Customer promptly notifies U2xAI in writing of claim b) U2xAI has sole control of defense and settlement c) Customer provides reasonable assistance (at U2xAI's expense)

Remedies: If Services become subject to infringement claim, U2xAI may: a) Obtain right for Customer to continue using Services b) Modify Services to be non-infringing c) Replace Services with non-infringing alternative d) If above not commercially reasonable, terminate and refund prepaid fees

Exclusions: No obligation for claims arising from: a) Modification of Services by Customer or third parties b) Use of Services in combination with non-U2xAI products c) Use of Services contrary to Documentation or these Terms d) Use of obsolete version when non-infringing version available e) Customer Data or content provided by Customer

15.2 Customer Indemnification

Customer will defend, indemnify, and hold harmless U2xAI from third-party claims arising from: a) Customer Data or content provided by Customer b) Customer's use of Services in violation of these Terms c) Customer's violation of applicable laws or regulations d) Customer's infringement of third-party intellectual property rights e) Claims by Customer's employees, contractors, or Authorized Users

Conditions: Same as Section 15.1 above, with roles reversed.

15.3 Exclusive Remedy

This Section states each party's exclusive remedy for intellectual property infringement claims.

16. DATA PRIVACY AND SECURITY

16.1 Data Processing

U2xAI processes Customer Data as a service provider on Customer's behalf. Customer is the data controller and U2xAI is the data processor for personal data in Customer Data.

16.2 Privacy Compliance

Customer represents that: a) Customer has obtained necessary consents for processing personal data b) Customer complies with applicable privacy laws (GDPR, CCPA, etc.) c) Customer has proper legal basis for data processing d) Customer maintains appropriate privacy notices

16.3 Data Processing Agreement

For Customers subject to GDPR or similar laws, U2xAI's Data Processing Agreement is incorporated by reference and available at u2xai.com/dpa or upon request.

16.4 Security Measures

U2xAI implements security measures described in Section 8.4 and maintains: a) Written information security program b) Periodic security assessments c) Employee security training d) Incident response procedures

16.5 Data Breach Notification

In event of data breach affecting Customer Data: a) U2xAI will notify Customer without unreasonable delay (within 72 hours of discovery) b) Notification includes nature of breach and affected data c) U2xAI will assist with breach investigation and remediation d) Customer is responsible for any required notifications to data subjects or authorities

16.6 Subprocessors

U2xAI may engage subprocessors for: a) Cloud infrastructure hosting b) Data backup and recovery c) Analytics and monitoring services d) Payment processing

Current subprocessors list available at u2xai.com/subprocessors. U2xAI will notify Customer of new subprocessors.

16.7 Data Localization

Customer Data is stored in data centers located in the United States. For Customers requiring data localization, contact U2xAI for enterprise options.

17. DISPUTE RESOLUTION

17.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good faith informal resolution by: a) Providing written notice describing dispute b) Engaging in negotiations for 30 days c) Involving senior executives if needed

17.2 Governing Law

These Terms are governed by laws of the State of New Jersey, United States, without regard to conflict of law provisions.

17.3 Jurisdiction and Venue

For disputes not subject to arbitration: a) Exclusive jurisdiction: state and federal courts in Somerset County, New Jersey b) Parties consent to personal jurisdiction in these courts c) Parties waive objections to venue in these courts

17.4 Arbitration (Optional - For Enterprise Customers)

For enterprise customers who elect arbitration in their Order Form:

a) Arbitration Agreement: Disputes will be resolved by binding arbitration under Commercial Arbitration Rules of the American Arbitration Association (AAA)

b) Process:

One arbitrator selected per AAA rules
Arbitration in Bridgewater, New Jersey (or mutually agreed location)
Arbitrator's decision is final and binding
Judgment may be entered in any court

c) Exceptions: Following are not subject to arbitration:

Intellectual property disputes
Equitable relief (injunctions)
Small claims court matters

d) Class Action Waiver: No class arbitrations; individual claims only

17.5 Equitable Relief

Nothing prevents either party from seeking injunctive or equitable relief in court for: a) Intellectual property violations b) Confidentiality breaches c) Unauthorized access to systems d) Urgent matters requiring immediate relief

18. GENERAL PROVISIONS

18.1 Entire Agreement

These Terms, together with Order Forms and incorporated policies, constitute entire agreement and supersede all prior agreements regarding the subject matter.

18.2 Modifications

U2xAI may modify these Terms by: a) Posting updated Terms at u2xai.com/terms b) Notifying Customer via email or Platform notification c) Changes effective 30 days after notice (or upon renewal for material changes) d) Continued use constitutes acceptance

For enterprise customers, material changes require written agreement.

18.3 Assignment

a) Customer may not assign these Terms without U2xAI's prior written consent b) U2xAI may assign these Terms in connection with merger, acquisition, or sale of assets c) Assignments in violation of this Section are void

18.4 No Waiver

Failure to enforce any provision does not constitute waiver of that or other provisions. Waivers must be in writing to be effective.

18.5 Severability

If any provision is found invalid or unenforceable: a) Invalid provision is modified to be enforceable to maximum extent b) Remaining provisions remain in full effect c) Parties' intent is preserved to maximum extent

18.6 Force Majeure

Neither party is liable for failure to perform due to circumstances beyond reasonable control, including: a) Natural disasters (earthquakes, floods, fires) b) War, terrorism, civil unrest c) Government actions or restrictions d) Pandemics or public health emergencies e) Internet or telecommunications failures f) Third-party service provider failures

Obligations are suspended during force majeure event. If event exceeds 30 days, either party may terminate.

18.7 Notices

Notices must be in writing and sent to:

To U2xAI:

Email: hello@u2xai.com
Address: U2xAI LLC, 991 US 22, Suite 200, Bridgewater, NJ 08807

To Customer:

Email and address provided in Account registration

Notices are effective when: a) Email: Upon delivery confirmation b) Mail: Three business days after mailing c) Courier: Upon delivery

18.8 Independent Contractors

Parties are independent contractors. Nothing creates partnership, joint venture, or employment relationship.

18.9 No Third-Party Beneficiaries

These Terms are solely between U2xAI and Customer. No third-party beneficiaries exist except as explicitly stated.

18.10 Government Rights

Services are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. Government use is subject to these Terms.

18.11 Export Compliance

Customer will comply with all export control laws. Customer represents that Customer is not: a) Located in embargoed countries b) Listed on government restricted party lists c) Using Services for prohibited end uses

18.12 Language

These Terms are prepared in English. Any translations are for convenience only; English version controls.

18.13 Electronic Communications

Customer consents to receive electronic communications from U2xAI regarding: a) Service updates and maintenance b) Billing and payment notices c) Important security or legal notifications d) Marketing communications (opt-out available)

18.14 Interpretation

a) Headings are for convenience only b) "Including" means "including but not limited to" c) Singular includes plural and vice versa d) Gender-specific terms include all genders

19. CONTACT INFORMATION

For questions about these Terms:

U2xAI LLC 991 US 22, Suite 200 Bridgewater, NJ 08807 United States

Email: hello@u2xai.com Website: u2xai.com

Support: hello@u2xai.com Legal: legal@u2xai.com Privacy: privacy@u2xai.com

20. ACKNOWLEDGMENT

BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT:

Customer has read and understood these Terms
Customer agrees to be bound by these Terms
Customer has authority to bind the entity on whose behalf Customer is accepting
Customer understands limitations on U2xAI's liability, including for AI forecasts
Customer accepts responsibility for validating AI recommendations before implementation
Customer will maintain appropriate business contingency plans

Document Version: 1.0
Effective Date: December 22, 2024
Last Updated: December 22, 2024