Terms of Use

U&AI Labs, Co.

Effective date: July 28, 2026 Last updated: July 28, 2026

These Terms of Use ("Terms") govern access to and use of the websites uandai.co and helloagentcy.com and the U&AI platform at app.uandai.co, together with all related features, APIs, and the U&AI measurement snippet (collectively, the "Service"), provided by U&AI Labs, Co. ("U&AI," "we," "us," or "our").

By creating an account, accessing the Service, or clicking to accept these Terms, you agree to them. If you are accepting on behalf of a company or other organization, you represent that you have authority to bind that entity, and "you" and "Customer" refer to that entity.

If you do not agree to these Terms, do not use the Service.

If you and U&AI have signed a separate written agreement, master services agreement, or order form covering the Service, that agreement controls to the extent it conflicts with these Terms.

1. The Service

U&AI is a business-to-business marketing platform. Depending on the plan purchased, the Service may let you:

• Measure how a brand appears in AI assistants and search engines, including visibility, citations, sentiment, competitor comparison, and share of voice.

• Connect Google Analytics, Google Search Console, and Google Business Profile to import performance data into reports and dashboards.

• Plan, generate, review, and publish written content, including publishing to a connected WordPress site.

• Run technical SEO scans and apply approved fixes to a connected website.

• Run digital PR outreach: receive journalist source requests, draft pitches, and send them from an address associated with your brand.

• Draft and post responses in online communities where you have connected an account and approved the action.

• Install the U&AI measurement snippet on your own website to measure visitor behavior.

• Use an in-app AI assistant to query your data and propose actions.

We may add, change, or remove features. We will not materially reduce the core functionality of a paid plan during a paid term without notice.

2. Accounts and eligibility

You must be at least 18 years old and legally able to enter a contract. The Service is for business use only; it is not offered to consumers for personal, family, or household purposes.

You are responsible for:

• The accuracy of the registration information you provide.

• Keeping account credentials confidential and not sharing logins.

• All activity that occurs under your account and the accounts of users you invite.

• Promptly notifying us at office@uandai.co of any unauthorized access.

Organization administrators can invite users, assign roles, and scope users to specific client workspaces. You are responsible for granting and revoking access appropriately, including removing users who leave your organization.

3. Connected accounts and your authorizations

The Service works by connecting to systems you control. When you connect any account, you represent and warrant that you own that account or have the account owner's authority to connect it and to grant us the access described below.

3.1 Google connection

When you connect Google, you grant us permission to read data from the Google properties you select, using the scopes listed in our Privacy Policy.

• Our access to Google Analytics, Google Search Console, and Google Business Profile is read-only. We do not create, modify, delete, or publish anything in those products.

• We store an OAuth refresh token, encrypted, so scheduled syncs can run without repeated sign-in.

• You may disconnect at any time in the Service, or revoke access directly at myaccount.google.com/permissions. On disconnection we delete the stored tokens; syncing stops and dashboards will stop updating.

• Our use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements.

• Your use of Google products remains governed by your agreements with Google. We are not responsible for changes Google makes to its APIs, quotas, data availability, or data-retention windows, or for data Google withholds or thresholds.

3.2 Other connections

The same principles apply to every other system you connect — WordPress, hosting, DNS, CDN, registrar, CRM, community platforms, and email. You authorize us to access those systems and to take the actions the Service describes, including actions you approve such as publishing content, applying website fixes, or sending outreach. We hold the necessary credentials encrypted at rest and use them only to perform those actions.

You remain responsible for maintaining your own backups of any website or content we are authorized to modify.

4. Customer Data

"Customer Data" means all data you or your users submit to the Service, and all data we retrieve from your connected accounts on your instruction — including analytics and search data, brand documents, content, and data collected by the snippet from your website's visitors.

You own Customer Data. You grant U&AI a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely to provide, secure, and support the Service, and as otherwise permitted in these Terms.

You represent and warrant that you have all rights and permissions necessary for us to process Customer Data as described, and that our doing so will not violate any law or any third party's rights.

We handle Customer Data as described in the Privacy Policy. For data protection purposes, you are the controller and we are the processor with respect to Customer Data; if you require a data processing agreement, contact office@uandai.co.

5. The U&AI measurement snippet

If you install the snippet on your website:

• You are the controller of the data it collects. You decide which collection tiers to enable, which form fields may be captured, whether consent gating is required, and how long data is retained.

• You are responsible for legal compliance on your own site — disclosing the snippet in your privacy notice, obtaining any consent your jurisdiction requires (including for session replay, form-value capture, and reading third-party cookie identifiers), and honoring your visitors' privacy rights.

• You must not configure the snippet to capture payment card numbers, government identifiers, credentials, health information, or other special-category data. The snippet blocks password, hidden, and file inputs by default; you must not attempt to circumvent that.

• We provide tooling to export and delete all data associated with a single anonymous visitor ID so that you can respond to your visitors' requests.

• You must only install the snippet on websites you own or are authorized to instrument.

6. AI-generated content

The Service uses large language models and other automated systems to generate content, recommendations, keyword suggestions, and analysis ("Outputs").

• Outputs may be inaccurate, incomplete, or unsuitable. AI systems can produce plausible-sounding but wrong statements, including about facts, competitors, statistics, and citations.

• You are responsible for reviewing Outputs before they are published or relied upon. The Service provides approval workflows for this purpose. Where you enable automatic approval or automatic publishing, you accept responsibility for what is published without individual review.

• We do not warrant that Outputs are accurate, original, non-infringing, or compliant with advertising, healthcare, financial, legal, or other regulated-industry rules that may apply to you. Where such rules apply, you are responsible for obtaining any review those rules require.

• As between you and U&AI, you own the Outputs generated for your workspace, subject to your payment obligations and to the rights of any third-party model provider. Because AI models may generate similar text for different users, we cannot and do not warrant that Outputs are unique.

• Metrics and estimates. Some figures in the Service are modeled or estimated rather than directly measured, and some come from third-party providers. We label these where practical. Do not treat any figure as an audited or guaranteed measurement.

7. Outreach and publishing on your behalf

Where you use PR outreach, community posting, or automatic publishing:

• Messages sent on your behalf are your communications. You are responsible for their content and for complying with anti-spam, marketing, and platform rules that apply to them, including the CAN-SPAM Act and equivalent laws.

• You must comply with the rules of any third-party platform we post to on your behalf, including its terms of service, rate limits, and disclosure requirements.

• Journalist contact details and source requests provided through the Service must be used only to respond to the relevant request, and not for unrelated marketing or list-building.

• We may refuse or halt any outreach or posting that we reasonably believe violates these Terms, applicable law, or a platform's rules.

8. Acceptable use

You must not, and must not permit anyone else to:

• Use the Service in violation of any law, regulation, or third-party right.

• Connect an account you do not own or are not authorized to connect, or install the snippet on a website you do not control.

• Upload malware, or attempt to gain unauthorized access to the Service, other customers' data, or any connected system.

• Probe, scan, load-test, scrape, or circumvent the rate limits, quotas, plan limits, or access controls of the Service.

• Reverse engineer, decompile, or attempt to derive the source code or underlying models of the Service, except to the extent that restriction is unenforceable by law.

• Resell, sublicense, or provide the Service to a third party except as a service to your own clients under a plan that permits it.

• Use the Service to generate or distribute content that is unlawful, defamatory, harassing, deceptive, or that impersonates a person or organization.

• Use the Service to build a competing product, or to benchmark it for publication without our written consent.

• Misrepresent AI-generated content as independently verified or as human-authored where a law or platform rule requires disclosure.

We may suspend access immediately, without refund, if we reasonably believe your use violates this section or creates a security or legal risk.

9. Fees, billing, and plans

• Fees, billing frequency, and plan limits are set out in your order form, plan selection, or subscription checkout. Unless stated otherwise, all fees are in US dollars and exclusive of taxes.

• Subscriptions are billed in advance through Stripe and renew automatically for successive terms until cancelled. Card details are handled by Stripe; we never receive or store them.

• You may cancel at any time. Cancellation takes effect at the end of the current billing period. Fees already paid are non-refundable except where required by law.

• We may change pricing on renewal with at least 30 days' notice before the renewal date.

• If payment fails, we may suspend or downgrade the account after notice.

• Plans include usage limits (for example on content volume, tracked prompts, markets, or website fixes). We may throttle or decline work that exceeds those limits, or bill for overages where your order form provides for it.

• Third-party costs. Some features consume paid third-party APIs. We manage those costs within your plan; if your requested usage would exceed what your plan supports, we will tell you before proceeding.

10. Intellectual property

U&AI and its licensors own the Service, including all software, models, workflows, prompt engineering, designs, documentation, and trademarks. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription term, for your internal business purposes and for services you provide to your own clients through the Service.

Nothing in these Terms transfers ownership of the Service to you. You must not remove or obscure any proprietary notice.

Feedback. If you send us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without obligation to you.

Aggregated data. We may generate aggregated and de-identified statistics from use of the Service and use them to operate, improve, and benchmark the Service, provided they do not identify you, your clients, or any individual, and provided they do not include Google user data.

11. Confidentiality

Each party may receive non-public information of the other. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors bound by comparable obligations. These duties do not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully obtained from a third party. Disclosure compelled by law is permitted with prompt notice where legally allowed.

12. Third-party services

The Service integrates with third-party products, including Google, OpenAI, Profound, DataForSEO, Ahrefs, SerpAPI, Perplexity, Resend, Stripe, PostHog, WordPress, hosting and DNS providers, and community platforms. Those products are governed by their own terms and privacy policies. We are not responsible for their availability, accuracy, pricing, policy changes, or acts and omissions. If a third-party provider changes or discontinues its service, we may change or discontinue the corresponding feature.

13. Availability and support

We aim to keep the Service available but do not guarantee uninterrupted access. We may perform maintenance, and we may modify or discontinue features. Unless your order form includes a service level agreement, the Service is provided without any uptime commitment. Support is provided by email at office@uandai.co during US Pacific business hours.

14. Disclaimer of warranties

THE SERVICE, INCLUDING ALL OUTPUTS, METRICS, AND RECOMMENDATIONS, IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, U&AI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, secure, or error-free; that Outputs will be accurate, complete, original, or lawful for your use; or that use of the Service will produce any particular marketing, ranking, traffic, visibility, revenue, or business result. Search engines, AI assistants, and social platforms control their own ranking, citation, and distribution behavior, and those behaviors change without notice.

Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID TO U&AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to: your payment obligations; either party's breach of confidentiality; your indemnification obligations; or liability that cannot be limited by law.

16. Indemnification

You will defend, indemnify, and hold harmless U&AI, its officers, employees, and agents from any third-party claim, demand, loss, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data, including content published through the Service; (b) your installation and configuration of the snippet, and your compliance obligations toward your own website visitors; (c) outreach or posts sent on your behalf; (d) your connection of any account you were not authorized to connect; (e) your violation of these Terms or of any law or third-party right.

We will defend, indemnify, and hold you harmless from any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights. This does not apply to claims arising from Customer Data, from Outputs you published without review, or from combinations of the Service with anything we did not supply.

The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation.

17. Term, suspension, and termination

These Terms apply from the moment you first access the Service and continue until your account is closed.

We may suspend or terminate your access if you materially breach these Terms and do not cure the breach within 15 days of notice, if you fail to pay, or immediately where your use creates a security, legal, or platform risk.

You may stop using the Service and close your account at any time by writing to office@uandai.co.

On termination: your right to access the Service ends. On written request made within 30 days of termination we will provide a reasonable export of your Customer Data in a machine-readable format. After that period we may delete Customer Data in accordance with our retention schedule and backup cycles. Stored OAuth tokens and third-party credentials are deleted on account closure.

Sections that by their nature should survive — including Customer Data ownership, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and governing law — survive termination.

18. Changes to these Terms

We may update these Terms. We will change the "Last updated" date and, for material changes, give at least 30 days' notice by email or in the Service before they take effect. Continued use after the effective date constitutes acceptance. If you do not accept a material change, your remedy is to stop using the Service and cancel before it takes effect.

19. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt in good faith to resolve any dispute informally by contacting office@uandai.co. If the dispute is not resolved within 30 days, it will be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to personal jurisdiction and venue there. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Each party waives any right to a jury trial and to participate in a class or representative action.

20. General

• Entire agreement. These Terms, together with the Privacy Policy and any order form or signed agreement, are the entire agreement between the parties on this subject and supersede all prior discussions.

• Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision is modified to the minimum extent needed to make it enforceable.

• No waiver. Failure to enforce a provision is not a waiver of it.

• Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all assets. We may assign freely. Any other attempted assignment is void.

• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including third-party API outages, internet failures, and acts of government.

• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

• Notices. Legal notices to U&AI go to office@uandai.co and to the address below. Notices to you go to the email address on your account.

• Export and sanctions. You represent that you are not located in, and will not use the Service from, a country subject to US embargo, and that you are not on any US government restricted-party list.

• Publicity. We will not use your name or logo as a customer reference without your prior written consent.

21. Contact

U&AI Labs, Co. 145 S Fairfax Ave. STE 200 Los Angeles, CA 90036 United States office@uandai.co