TERMS OF SERVICE

Last Updated: March 30, 2026

Welcome to Urai! Before accessing our Services, please read these Terms of Service.

These Terms of Service (“Terms”) constitute a legal agreement and are entered into by and between you (“you”, or “Customer”) and Urai AI Corp. (“Urai”, “we”, “us”, or “our”). The following Terms govern Customer’s access to and use of, including any content, functionality, and services, including our software platform that enables business customers to design, deploy, and operate AI agents, AI assistants, and related functionality (the “Services”), offered on or through https://uraiai.com and (the “Website”) and Urai owned domains.

BY USING THE WEBSITE OR SERVICES, OR BY CLICKING TO ACCEPT THE TERMS, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY (AVAILABLE HERE), INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE WEBSITE OR OUR SERVICES.

By using this Website or our Services, you represent and warrant that (a) you are accessing this Website and Services from within Canada or the United States of America or India; and (b) are the legal age of majority under applicable law to form a binding contract with Urai and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not use or access our Services or the Website.

Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity. Services under these Terms are not for consumer use. The Services are offered exclusively to business entities and their authorized end-users.

1. SERVICES

Subject to these Terms, Urai gives Customer permission to use the Website and Services, including to make them available to Customer’s own authorized end users (“Users”).

2. YOUR USE OF THE WEBSITE AND SERVICES; ACCOUNT SET-UP AND SECURITY

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Website. Users are required to ensure that all persons who access the Website through a user’s internet connection are aware of these Terms and comply with them. The Website, including content or areas of the Website, may require user registration. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

Your provision of registration information and any submissions you make to the Website through any functionality such as applications, chat rooms, e-mail, message boards, personal, or interest group web pages, profiles, forums, bulletin boards, and other such functions (collectively, “Interactive Functions”) constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy, found at https://uraiai.com/privacy/.

Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

You are prohibited from attempting to circumvent and from violating the security of this Website, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting, or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Website owner’s ability to monitor the Website; (f) using any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Website.

3. PROCESSING OF CUSTOMER DATA; SUBPROCESSORS

   1. With respect to personal data submitted through the Services by or for Customer or Users (“Customer Personal Data”), Customer is the controller and Urai is Customer’s processor. Each party will comply with its respective obligations under all applicable privacy or data protection laws and regulations relating to the processing of personal data, as may be amended from time to time (“Applicable Data Protection Laws”), in connection with the Services and the Customer Personal Data.

   Unless required by applicable law to which Urai is subject, Urai will only process Customer Personal Data to provide, maintain, and improve the Services.

   Urai will not:

1. Sell or share Customer Personal Data, as defined by Applicable Data Protection Laws.

2. Retain, use, or disclose Customer Personal Data outside of the purposes specified in these Terms.

3. Except as otherwise permitted by Applicable Data Protection Laws, combine Customer Personal Data with personal data that Urai receives from or on behalf of another person or persons, or collects from its own interaction with the data subject.

4. As required under Applicable Data Protection Laws, Urai will promptly inform Customer if it makes a determination that it can no longer comply with its processing obligations under these Terms, in which case Customer may take reasonable and appropriate steps in accordance with the Terms to stop or remediate any unauthorized processing of Customer Personal Data.

5. Urai will promptly inform Customer if, in its opinion, an instruction from Customer relating to the processing of Customer Personal Data violates Applicable Data Protection Laws.

6. Urai will cooperate with and provide reasonable assistance to Customer for: (a) Customer’s performance of any data protection impact assessment of the processing of Customer Personal Data Urai, and (b) related consultation with supervisory authorities, either or both of which Customer reasonably considers to be required by Applicable Data Protection Laws.

7. Urai will ensure that each person it authorizes to process Customer Personal Data is subject to an appropriate duty of confidentiality.

   2. Customer grants Urai general authorization to engage the subprocessors listed in Schedule A, and any additional subprocessors (collectively, the “Subprocessors”) in accordance with this Section.

   Urai will: (a) enter into a contractual agreement with each Subprocessor imposing data protection obligations that are substantially as protective as Urai’s obligations under these Terms to the extent applicable to the nature of the services provided by Subprocessor; and (b) remain liable to Customer for each Subprocessors’ acts and omissions related to these Terms to the extent Urai is liable for its own, consistent with the limitation of liability provided in this agreement.

   In the event that Urai wishes to appoint an additional Subprocessor: (a) Urai will provide Customer reasonable notice of the new Subprocessor prior to giving the Subprocessor access to Customer Personal Data; and (b) Customer may, on the basis of reasonable data privacy or data security concerns, object to Urai’s use of such Subprocessor by providing Urai with written notice of the objection within 15 days of the date of such notice, or Customer is deemed to consent to the new Subprocessor. In the event Customer objects to Urai’s use of a new Subprocessor, Customer and Urai will work together in good faith to find a mutually acceptable resolution to address any objection raised by Customer.

4. CONDITIONS OF USE; USER SUBMISSIONS; SITE CONTENT STANDARDS

As a condition of your access and use of the Website and/or Services, you agree that you may use the Website and/or Services only for lawful purposes and in accordance with these Terms.

Customer is responsible for all activity under its account. Customer will promptly notify Urai if Customer believes the account it uses to access the Services has been compromised, or is subject to a denial of service or similar malicious attack that may negatively impact the Services.

The following site content standards apply to any and all content, material, and information a User submits, posts, publishes, displays, or transmits (collectively, “submit”) to Urai through the Website or Services, including but not limited to all data and inputs processed through the AI/voice agent or chat bot Services (collectively, “User Submissions”) and any and all Interactive Functions. Any and all User Submissions must also comply with all applicable federal, provincial, local, and international laws, regulations, and terms of service.

Without limiting the foregoing, you warrant and agree that your use of the Website and/or Services and any User Submissions shall not:

1. In any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy found at https://uraiai.com/privacy/.

   2. In any manner violate the terms of use of any third-party website that is linked to the Website, including but not limited to, any third-party social media website.

   3. Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Urai’s sole discretion.

   4. Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code.

   5. Involve, provide, or contribute any false, inaccurate, or misleading information.

   6. Include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with these conditions of use and User Submissions and site content standards.

   7. Impersonate or attempt to impersonate Urai, a Urai employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).

   8. Transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.

   9. Encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Urai or users of the Website or expose them to liability.

   10. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.

   11. Promote any illegal activity, or advocate, promote, or assist any unlawful act.

   12. Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

   13. Reverse engineer, decompile, disassemble, scrape, or attempt to derive the source code or underlying technology of the Services.

   14. Use the Services to build or benchmark competing products or services.

   15. Use the Services in association with the design, construction, maintenance, or operation of any hazardous environments or systems, including: power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and military or aerospace applications, weapon systems, or environments, without Urai’s prior written approval.

   16. Use the Services in regulated industries (including but not limited to healthcare, financial services, or services directed to children) without Urai’s prior written approval.

   17. Upload, process, or transmit any Sensitive Data, where “Sensitive Data” means protected health information, government-issued identifiers, biometric data, financial account information, or other categories of data designated as sensitive or special under Applicable Data Protection Laws.

4.1 Limitations of Outputs; Notice to Users. It is Customer’s responsibility to evaluate whether outputs are appropriate for Customer’s use case, including where human review is appropriate, before using or sharing outputs. Customer acknowledges, and must notify its Users, that factual assertions in outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information. Customer further acknowledges that outputs may contain content inconsistent with Urai’s views.

5. FEES AND PAYMENT

   1. Fees

Customer agrees to pay all fees associated with its use of the Services as described in the applicable ordering flow, invoice, or pricing page. Urai may require prepayment for the Services.

2. Taxes

Fees do not include any taxes, duties, or assessments that may be owed by Customer for use of the Services (“Taxes”), unless otherwise specified in the applicable invoice. Customer is responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing Urai with evidence of the same upon request. Where law provides for the reduction or elimination of withholding taxes, including via tax treaty, the parties will collaborate in good faith to do so. For clarity, Customer must pay Urai the amount (“Gross-up Payment”) that will ensure that Urai receives the same total amount that it would have received if no such withholding or reduction by Customer had been required (taking into account any and all applicable Taxes (including any Taxes imposed on the Gross-up Payment).

3. Usage-Based Charges and Invoicing

Certain Services may be billed on a usage basis, and charges may vary from period to period. Invoices are issued periodically, typically on a monthly basis.

4. Auto-Renewal and Non-Payment

Customer subscriptions for Services shall automatically renew unless canceled in accordance with these Terms. Failure to pay Urai all undisputed amounts when due may result in immediate suspension or termination of Customer’s access to the Services. Urai reserves any other rights of collection it may have.

5. Free Credits and Trials

Urai may offer free credits or trial access in its sole discretion. Free credits and trials have no cash value, are non-transferable, and may be modified or revoked at any time.

6. Refunds

Fees are non-refundable except where required by applicable law.

6. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

Except as expressly stated in these Terms, these Terms do not grant either party any ownership rights to the other’s content or intellectual property, by implication or otherwise. For clarity, Urai retains all right, title, and interest in and to the Website and Services, including all software, models, algorithms, interfaces, and underlying technology, and all related intellectual property rights.

1. User Submissions: Grant of Licence

The Website may contain Interactive Functions allowing User Submissions on or through the Website or Services.

As between the parties, Customer retains ownership of all User Submissions, including voice recordings, transcripts and other content and data submitted to the Services.

By providing any User Submission to the Website, you grant Urai and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, host, process, modify, perform, display, distribute, and otherwise disclose to third parties any such material solely as necessary to provide, maintain, and improve the Services, including to train or improve Urai’s AI models, in accordance with these Terms. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submissions.

By submitting User Submissions, you represent and warrant that: (a) you own or have all necessary rights to submit the User Submissions and to grant the licence set out in these Terms to us, our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and (b) all User Submissions comply with applicable laws and regulations and these Terms.

You understand and agree that you, not Urai, nor Urai’s affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the Website and Services.

2. Feedback

If Customer or its Users (in their sole discretion) provide Urai with feedback, suggestions, or ideas regarding the Services, Urai may use such feedback at its own risk and without restriction or obligation to Customer or Users.

7. CONFIDENTIALITY

   1. Confidential Information

The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary (“Confidential Information”).

2. Obligations of the Parties

The receiving party (“Recipient”) may receive Confidential Information of the disclosing party (“Discloser”) in connection with the Services. Recipient agrees to protect Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient may only share Discloser’s Confidential Information to Recipient’s employees, agents, and advisers that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms (“Representatives”). Recipient is responsible for all acts and omissions of its Representatives.

3. Exclusions

Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) is independently developed by Recipient without use of Confidential Information; or (c) is rightfully obtained by Recipient from third parties without breach of the third party’s obligations of confidentiality. Recipient may disclose Discloser’s Confidential Information to the extent it is required by law, or court or administrative order, and will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser’s efforts to prevent or narrow the scope of disclosure.

Confidentiality obligations under this Section 7 survive termination or expiry of these Terms for a period of three (3) years, provided that obligations with respect to trade secrets shall survive indefinitely.

8. WARRANTIES, AND DISCLAIMERS

   1. Warranties

Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate any of its corporate rules, where applicable. Customer further represents and warrants that it has all rights and permissions required to submit User Submissions to the Services.

2. Disclaimers of Warranties

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, ITS CONTENT, AND SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. URAI DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. URAI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THIRD-PARTY INTERFACES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER URAI NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER URAI NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE (INCLUDING BUT NOT LIMITED TO ANY OUTPUTS, INCLUDING AI- OR VOICE-GENERATED RESULTS), WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR ANY SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL URAI, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR ANY: (a) USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE WEBSITE OR SERVICES; (b) LOST REVENUES OR PROFITS, (c) DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS OR GOODWILL, (d) LOSS OR CORRUPTION OF DATA, (e) LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN, (f) FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION, (g) FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, (h) SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION, (i) BREACHES IN SYSTEM SECURITY, or (j) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, 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, LOSS OF DATA, IN EACH CASE WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND SERVICES, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE TOTAL COLLECTIVE AGGREGATE LIABILITY OF URAI AND ITS AFFILIATES, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, UNDER ANY LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO URAI FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Urai, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms or your use of the Website, including, but not limited to, your User Submissions, third-party sites, any use of the Website’s content, Services, and products other than as expressly authorized in these Terms.

11. TERM, TERMINATION, AND SUSPENSION

    1. Term

These Terms remain in effect while Customer uses the Services (the “Term”).

2. Termination

Either party may terminate these Terms at any time for convenience with Notice, except Urai must provide thirty (30) days prior Notice.

Urai may terminate these Terms immediately with Notice if Urai reasonably believes or determines that Urai’s provision of the Services to Customer is prohibited by applicable law.

3. Suspension

   Urai may suspend or terminate Customer’s access to the Website and/or Services if: (a) Urai reasonably believes or determines that (i) there is a risk to or attack on any of the Services; (ii) Customer or any User is using the Services in violation of the Terms; or (iii) Urai’s provision of the Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing the Services; or (b) any vendor suspends or terminates Urai’s use of any third-party services or products required to enable Customer to access the Services (each a “Service Suspension”).

   Urai will use reasonable efforts to provide written notice of any Service Suspension to Customer, and resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. Urai will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Service Suspension.

   4. Effect of Termination

   Upon termination, Customer may no longer access the Services. The following provisions will survive termination or expiration of these Terms: (a) Section 5 (Fees and Payment), 7 (Confidentiality), 8 (Warranties, and Disclaimers) 9 (Limitation of Liability), 10 (Indemnification), 11.2 (Termination), 11.3 (Suspension), 11.4 (Effect of Termination), and 13 (Miscellaneous), and (b) any provision or condition that must survive to fulfill its essential purpose.

4. CHANGES TO THE TERMS AND TO THE WEBSITE

Urai reserves the right in its sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website and our Services. You agree to periodically review the Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these. We will not be liable if, for any reason, all or any part of the Website is restricted to Users or unavailable at any time or for any period. For material changes to the Terms, Urai will provide notice to Customer and Users by email or by posting a notice within the Services.

13. MISCELLANEOUS

    1. Notices

All notices, demands, waivers, and other communications under these Terms (each, a “Notice”) must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought, any Notice provided under these Terms may be delivered electronically to the address provided to Urai if to Customer; and to founders@uraiai.com if to Urai. Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with all requirements of this Section.

2. Electronic Communications

Customer and Users agree to receive electronic communications from Urai based on Customer’s and its Users’ use of the Services and related to these Terms. Except where prohibited by applicable law, electronic communications may be sent via email, through the Services, or posted on Urai’s Website. 

3. Governing Law; Choice of Forum

These Terms are governed by and construed in accordance with the Governing Laws, without regard to conflict or choice of laws principles. “Governing Laws”, means for all Customers the laws of the province of New Brunswick and federal laws applicable therein. Each party irrevocably submits to the exclusive jurisdiction of the courts of New Brunswick, Canada for the resolution of any disputes arising out of or relating to these Terms or the Services. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

4. Assignment

Neither party may assign its rights or delegate its obligations under these Terms without the other party’s prior written consent, except* *that Urai may assign its rights and delegate its obligations to an affiliate or as part of a sale of all or substantially all its business. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

5. Export and Sanctions

Customer may not export or provide access to the Services to any Users, persons or entities or into countries or for uses where it is prohibited under Canadian, U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from Canada or the US or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by Canadian or U.S. sanctions.

6. Integration

These Terms, along with Urai’s Privacy Policy, Pricing and other documents or terms that are incorporated by reference by these Terms, constitute the parties’ entire understanding as to the Services’ provision and use. These Terms supersede all other understandings or agreements between the parties regarding the Services.

7. Severability

If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties’ original intent as closely as possible.

8. Force Majeure

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

Schedule A

1. Google Cloud Vertex
2. BetterBugs.io
3. Cloudflare
4. Hetzner Gmbh
5. Github Inc.
6. Clerk