Terms of Service
The terms governing your use of UniversalContext.
Last updated: 2026-02-23
These Terms of Service (the "Terms") govern access to and use of the UniversalContext hosted services, including the UniversalContext web application, APIs, and related features (collectively, the "Service"). These Terms are an agreement between UniversalContext LLC ("UniversalContext," "UC," "we," "us") and the organization that accepts these Terms ("Customer," "you").
If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization.
Important: This is a B2B agreement intended for business/organizational use. If you need a consumer version, request one before publishing.
1. Definitions
- "Authorized Users" means Customer's employees, contractors, and agents who Customer authorizes to access and use the Service for Customer's internal business purposes.
- "Customer Data" means data, content, files, documents, and other materials submitted to the Service by or on behalf of Customer or Authorized Users, including any personal data chosen by the Customer.
- "Documentation" means UC's user-facing documentation we make available for the Service (including technical docs in this repository, to the extent applicable).
- "Order Form" means an ordering document, online order, statement of work, or similar purchase instrument that references these Terms and describes subscription plan(s), fees, and applicable service details.
- "Third-Party Services" means third-party software, platforms, integrations, or services that interoperate with the Service (including providers used to deliver the Service).
2. Scope; Order Forms
Customer's use of the Service is subject to these Terms and any applicable Order Form. If there is a conflict, the Order Form controls only for the conflicting terms and only for that Order Form.
3. Subscription; License Grant (Access Right)
3.1 Access and Use Rights
Subject to these Terms and applicable Order Form(s), UC grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term for Authorized Users to access and use the Service and Documentation solely for Customer's internal business purposes.
3.2 Restrictions
Customer will not (and will not permit anyone to):
- reverse engineer, decompile, disassemble, or attempt to discover the source code, underlying ideas, or algorithms of the Service (except to the extent prohibited by applicable law);
- copy, modify, create derivative works of, or distribute the Service (except as expressly permitted in these Terms);
- access or use the Service to build or benchmark a competing product or service, or for competitive analysis;
- interfere with or disrupt the Service, bypass or break rate limits, or attempt to probe, scan, or test the vulnerability of the Service without UC's prior written permission;
- use the Service for unlawful, harmful, or abusive activity, including transmitting malware, exploiting minors, or infringing others' rights;
- extract or scrape data from the Service except as permitted through documented APIs and features;
- use the Service to generate or disseminate content that violates applicable law or Customer's own obligations to third parties.
3.3 Acceptable Use
Customer is responsible for all activity under its accounts, including actions by Authorized Users, and for ensuring Authorized Users comply with these Terms.
4. Accounts; Administration
Customer will designate one or more administrators who can manage Authorized Users, permissions, and organizational settings. Customer is responsible for maintaining the confidentiality of account credentials and for promptly notifying UC of any unauthorized access or use.
5. Customer Data; Processing; AI Features
5.1 Ownership
As between the parties, Customer retains all right, title, and interest in and to Customer Data. UC retains all right, title, and interest in and to the Service, Documentation, and UC's technology.
5.2 UC's Use of Customer Data to Provide the Service
Customer grants UC and its subprocessors the right to host, store, process, transmit, and otherwise use Customer Data as necessary to provide, maintain, support, and secure the Service and to comply with applicable law.
5.3 AI/ML and Output
The Service may include AI-powered features (e.g., summarization, extraction, semantic search, contradiction detection, classification, agent workflows). Any outputs, suggestions, or results generated by the Service (the "Output") may be inaccurate, incomplete, or unsuitable for a particular purpose. Customer is responsible for reviewing Output before relying on it and for any decisions made based on Output.
UC does not provide legal, medical, financial, or other regulated advice, and Output is not a substitute for professional judgment.
UC does not use Customer Data or Output to train or improve generalized machine learning models without prior written Customer authorization. Where third-party AI infrastructure providers are used, contractual agreements prohibit retention or use of Customer Data for independent model training, except as required by law.
5.4 Third-Party Services and Integrations
The Service may interoperate with Third-Party Services (for example, cloud infrastructure providers, LLM and embedding providers, document processing services, and connector platforms). Customer's use of Third-Party Services may be subject to the third party's terms. UC is not responsible for Third-Party Services, including their availability, security, or acts/omissions.
5.5 Subprocessors
UC engages third-party subprocessors to provide infrastructure, AI services, and operational support. All subprocessors are bound by written agreements requiring confidentiality, appropriate security safeguards, and processing of Customer Data only on documented instructions.
UC maintains an up-to-date list of subprocessors upon request. Customers will receive at least 30 days' prior notice before the addition of any new subprocessor that processes Customer Data and may object on reasonable data protection grounds.
5.6 No Sale of Data
UC does not sell, rent, or trade Customer Data or Account Data.
5.7 Data Processing Addendum
Where applicable, a Data Processing Addendum ("DPA") is available to Customers and forms part of the customer agreement. The DPA incorporates applicable international transfer safeguards, including EU Standard Contractual Clauses (2021/914), the UK International Data Transfer Addendum, and Swiss-recognized transfer mechanisms.
5.8 International Data Transfers
UC processes data in the United States. Where Customer Data originates from the EEA, UK, or Switzerland, UC relies on legally recognized safeguards as described in the DPA (Section 5.7). Where required, UC implements supplementary measures and conducts transfer risk assessments.
6. Security
UC will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction. These safeguards include:
- Encryption in transit (TLS 1.2+)
- Encryption at rest using industry-standard mechanisms
- Least-privilege access controls
- Multi-factor authentication for administrative access
- Vulnerability scanning and remediation
- Audit logging
- Secure software development practices
- Incident response procedures
6.1 Tenant Isolation and Per-Organization Encryption
The Service employs a multi-tenant architecture with logical and cryptographic isolation between Customer organizations. Each Customer organization's data is encrypted at rest using a dedicated, Customer-specific encryption key managed through a cloud key management service. Shared platform infrastructure uses a separate platform-managed encryption key. Row-level security policies enforce data separation at the database layer, scoped to both the organization and user level, ensuring that one Customer's data is never accessible to another. Customer documents are stored in organization-specific storage locations with access controls restricting access to the owning organization.
6.2 Security Incidents
In the event of a confirmed unauthorized access to Customer Data within the Service's systems ("Security Incident"), UC will notify Customer without undue delay and, where feasible, within 72 hours of confirmation. Notification will include:
- Nature and scope of the incident
- Categories of affected data (if known)
- Remediation steps taken or planned
- Contact information for follow-up
Additional security and architecture details may be described in Documentation. Documentation is informational and may change as the Service evolves; the Service is governed by these Terms and any Order Form.
7. Fees; Payment; Taxes
7.1 Fees
Customer will pay fees as stated in the applicable Order Form. Except as expressly stated, fees are non-cancellable and non-refundable.
7.2 Payment; Late Payments
If Customer fails to pay undisputed fees when due, UC may (i) charge a late fee of 1.5% per month (or the maximum allowed by law, if lower) on past-due amounts and/or (ii) suspend access to the Service after providing reasonable notice.
7.3 Taxes
Fees exclude taxes. Customer is responsible for applicable taxes, duties, and governmental charges, except taxes based on UC's net income.
8. Confidentiality
8.1 Confidential Information
"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
8.2 Protection and Use
The receiving party will (i) use Confidential Information only to perform under these Terms and (ii) protect it using at least reasonable care and no less than the care used to protect its own confidential information of similar sensitivity.
8.3 Exclusions
Confidential Information does not include information that the receiving party can demonstrate: (i) is or becomes public through no fault of the receiving party, (ii) was known without restriction before receipt, (iii) is rightfully received from a third party without breach of any obligation, or (iv) is independently developed without use of the disclosing party's Confidential Information.
8.4 Compelled Disclosure
The receiving party may disclose Confidential Information to the extent required by law, provided it gives the disclosing party notice (where legally permitted) and reasonable assistance to seek confidential treatment.
9. Intellectual Property; Feedback
UC may provide updates, enhancements, and new features. Customer may provide suggestions or feedback. Customer grants UC a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate feedback into the Service without restriction.
10. Warranties; Disclaimers
10.1 Limited Warranty
UC warrants that it will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards.
10.2 Disclaimers
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." UC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
UC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- UC'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO UC UNDER THE APPLICABLE ORDER FORM(S) IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
This section does not limit liability to the extent it cannot be limited under applicable law.
12. Indemnification
12.1 Customer Indemnity
Customer will defend, indemnify, and hold harmless UC and its affiliates and their respective officers, directors, employees, and agents from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising out of or related to (i) Customer Data, (ii) Customer's or Authorized Users' use of the Service in violation of these Terms or applicable law, or (iii) Customer's products or services.
12.2 UC Indemnity
Unless expressly agreed in an applicable Order Form, UC does not provide indemnification obligations to Customer under these Terms.
13. Term; Termination; Suspension
13.1 Term
These Terms are effective when accepted and continue until terminated or until all Order Forms expire.
13.2 Termination
Either party may terminate an Order Form for material breach if the other party does not cure within 30 days after written notice (or 10 days for non-payment).
13.3 Suspension
UC may suspend access to the Service if (i) Customer's use threatens the security or integrity of the Service, (ii) Customer is in material breach, or (iii) required by law. UC will use reasonable efforts to provide notice and to restore access promptly after the issue is resolved.
13.4 Effect of Termination
Upon termination or expiration of an Order Form, Customer's right to access the Service under that Order Form ends.
Data export and deletion. During the subscription term, Customer may export Customer Data using the Service's features and documented APIs. Upon termination or expiration, UC will make Customer Data available for export for 30 days (the "Export Period"), provided Customer's account is in good standing (including payment of undisputed fees). After the Export Period, UC will delete or de-identify Customer Data from UC's active production systems within 30 days, unless UC is legally required to retain it (including for legal holds, disputes, or regulatory/financial recordkeeping). Customer Data may remain in encrypted backups for a limited period and will be deleted in accordance with UC's backup retention cycles, and will not be restored except as required for disaster recovery.
14. Changes to the Service or Terms
UC may update the Service from time to time. UC may also update these Terms. If we make a material change, we will provide reasonable notice (for example, by posting in the Service or emailing an admin). Continued use of the Service after the effective date of changes constitutes acceptance.
15. Dispute Resolution; Arbitration; Class Action Waiver
15.1 Informal Resolution
Before filing a claim, each party agrees to try in good faith to resolve the dispute by contacting the other party and providing a description of the dispute and the relief requested.
15.2 Binding Arbitration
Except for claims eligible for small claims court or claims seeking injunctive relief for misuse of intellectual property or unauthorized access to systems, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
- Location: Denver, Colorado (or remote/video if the parties agree)
- Language: English
- Arbitrator: one arbitrator
Judgment on the arbitration award may be entered in any court of competent jurisdiction.
15.3 Class Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT DISPUTES WILL BE BROUGHT IN THAT PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
16. Governing Law
These Terms are governed by the laws of the State of Colorado, without regard to conflict of laws rules.
17. General
- Assignment: Customer may not assign these Terms without UC's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. UC may assign these Terms to an affiliate or in connection with such a transaction.
- Force majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control.
- Notices: Notices must be in writing. Notices to UC must be sent to info@universalcontext.ai. UC may provide notices to Customer by email to the account administrator(s) and/or by posting within the Service.
- Entire agreement: These Terms and any Order Form are the entire agreement and supersede prior agreements on the subject.
- Severability; waiver: If a provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
- Survival: Sections that by their nature should survive (including confidentiality, IP ownership, disclaimers, limitation of liability, and dispute resolution) will survive expiration/termination.
18. Contact
UniversalContext LLC Email: info@universalcontext.ai