Subject to these Terms of Service (this "Agreement"), Umilpex ("Umilpex", "we", "us" and/or "our") provides access to Umilpex's agentic chatbot builder platform as a service (collectively, the "Services"). By using or accessing the Services, you acknowledge that you have read, understand, and agree to be bound by this Agreement. We may revise the Agreement terms or any additional terms and conditions that are relevant to Umilpex from time to time. You agree that we shall not be liable to you or to any third party for any modification of this Agreement.
If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the term "you" shall refer to such entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.
Umilpex is an agentic chatbot builder platform that enables businesses to create, deploy, and manage AI-powered conversational agents. The Umilpex Services consist of the following core features:
The Services are accessible at umilpex.com and other domains and subdomains controlled by us (collectively, "the Website").
To use advanced features such as API integrations, custom model training, or multi-channel deployment, you must integrate Umilpex with your own technical systems in accordance with the instructions provided on the Website. You are solely responsible for completing and maintaining this integration. We may update or modify Umilpex from time to time, provided such changes do not materially diminish its core functionality for you.
Clients using Umilpex may deploy chatbots to various channels including but not limited to websites, mobile applications, social media platforms, and messaging services. You are solely responsible for:
You agree to provide only true, complete, and accurate information when configuring your chatbots and to use the platform solely in a manner consistent with this Agreement. Any uses that are inconsistent with the Agreement are prohibited and may lead to the suspension of your access to and use of the Umilpex Services.
Client must sign up on Umilpex, create an account ("Client Account"), and accept these Terms of Service. The Client is responsible for ensuring that all permitted users ("Permitted Users") access Umilpex only through the Client's Account and comply with this Agreement. Sharing the Client Account with any other person outside your organization is prohibited. The Client is solely responsible for maintaining the confidentiality of all login credentials associated with the Client Account and for all activities that occur under the account, whether authorized or not. Client must notify Umilpex immediately of any actual or suspected unauthorized use of the account. Umilpex reserves the right to suspend, deactivate, or replace the Client Account if it determines the account has been, or may have been, used for an unauthorized purpose.
Umilpex enforces usage limits for each subscription plan and enterprise contract, including but not limited to:
If the Client exceeds its applicable usage limits and does not agree to pay the associated overage fees or upgrade to an appropriate plan within 7 days of notification, Umilpex reserves the right to suspend or restrict access, enforce additional limitations, or terminate the contract.
We can, at any time and at our sole discretion, without limiting any of our other rights or remedies at law or in equity under this Agreement, suspend your access to or use of Umilpex:
You are responsible for your use of the Services and for any content, chatbots, or data that you create, upload, or transmit through the Service. You may not use the Service for any malicious or prohibited purpose, including but not limited to:
While you can use our free plan for commercial purposes, excessive resource consumption or abuse of the platform is considered a breach of our fair use policies. We reserve the right to suspend or terminate your access to the Services if we determine, in our sole discretion, that you have violated these Terms of Service.
By using Umilpex, you agree to the terms of our Privacy Policy, which is incorporated into and forms part of this Agreement. Our Privacy Policy describes how we collect, use, and protect your information.
You retain all ownership and intellectual property rights to:
During the term of this Agreement, you grant Umilpex the right to access, collect, use, process, store, and transmit your data solely for the purposes of operating, providing, maintaining, and improving Umilpex and our related services.
You are solely responsible for ensuring compliance with all applicable data protection laws and regulations (including GDPR, CCPA, and other privacy laws) when your chatbots collect, process, or store end user data. This includes:
Umilpex provides tools to help you comply with these obligations, but you are ultimately responsible for your own compliance.
Umilpex may compile and derive aggregated performance metrics, usage patterns, and other statistical data from users of the Services ("Usage Data"). All Usage Data is aggregated and anonymized so that it cannot be used to identify you, your customers, or any specific individual. Usage Data is not considered your data or personal data, cannot be re-identified, and will be deemed Umilpex's data. We may use Usage Data to:
You acknowledge and agree that the Services and their entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by us, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
By signing up for the Services, you agree that we may use your company name and logo in our marketing materials and customer lists, unless you opt out by contacting us at legal@umilpex.com.
Clients using Umilpex must pay subscription fees based on their selected plan:
All subscription fees are billed in advance on a monthly or annual basis, as selected by you.
If you exceed the usage limits of your plan, you will be charged overage fees as follows:
Overage fees will be billed monthly in arrears.
You agree to provide Umilpex with updated, accurate and complete billing information, and you hereby authorize us to automatically charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from your payment method or designated banking account. You agree to provide further information in relation to any inquiries that we may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment.
Failure to pay Fees when due constitutes a material breach of this Agreement and may result in suspension or termination of your access to Umilpex. Unless expressly stated otherwise, all Fees are payable in advance, in U.S. Dollars, and are non-cancellable and non-refundable.
Each party is responsible for paying their own taxes, including sales, use, value-added, and any national, state, or local taxes on net income, capital, gross receipts, or payments. Fees quoted do not include applicable taxes unless explicitly stated. If we are required to collect or pay taxes, such taxes will be invoiced to you and you agree to pay them.
If you believe there is an error in any invoice, you must notify us within 30 days of the invoice date, or the invoice will be deemed correct. We will work with you in good faith to resolve any billing disputes.
Payment processing services for the Umilpex platform are provided by third-party processors including Stripe, Inc. ("Payment Provider"). Umilpex is not a party to, and bears no responsibility for, any agreements between you and the Payment Provider or any related issues, including payment delays. Any disputes, errors, or issues related to payment processing must be resolved directly with the applicable Payment Provider.
This Agreement begins when you first access or use the Services and continues until terminated in accordance with this Section.
Either party may terminate this Agreement if the other party:
You may terminate this Agreement at any time by canceling your subscription through your account settings or by contacting us. Termination will be effective at the end of your current billing period, and you will not receive a refund for any unused portion of your subscription.
We may terminate this Agreement for convenience by providing you with 30 days' written notice.
Upon termination:
The following sections will survive termination: Data Ownership (Section 2), Fees and Payment (Section 3 for amounts owed), Intellectual Property Rights (Section 2.5), Warranties (Section 6), Disclaimer (Section 7), Confidentiality (Section 8), Indemnification (Section 9), Limitation of Liability (Section 10), and General Provisions (Section 11).
We reserve the right to revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.
For material changes that negatively affect your rights, we will provide at least 30 days' notice via email or through the platform before the changes take effect. Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes. If you do not agree to the modified terms, you must stop using the Services and may terminate your account.
Both parties represent and warrant that they:
Client represents and warrants that, for the duration of this Agreement:
Umilpex warrants that it will:
Umilpex is not responsible for:
THE UMILPEX PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, UMILPEX MAKES NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, UMILPEX DOES NOT WARRANT THAT:
AI-GENERATED CONTENT DISCLAIMER: CHATBOTS BUILT ON UMILPEX USE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES. AI-GENERATED RESPONSES MAY CONTAIN ERRORS, INACCURACIES, OR INAPPROPRIATE CONTENT. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, MONITORING, AND CONTROLLING THE OUTPUT OF YOUR CHATBOTS. UMILPEX IS NOT RESPONSIBLE FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON AI-GENERATED CONTENT.
"Confidential Information" means any information disclosed by one party to the other in connection with this Agreement that is designated as proprietary or confidential by the disclosing party, or should reasonably be understood to be proprietary or confidential given its nature and the circumstances of disclosure. This includes but is not limited to technical information, business information, product plans, customer data, and pricing information.
Each party agrees to:
The confidentiality obligations do not apply to any information that the receiving party can demonstrate:
The receiving party may disclose Confidential Information if required by law, regulation, or court order, provided that it (where legally permissible) gives prompt written notice to the disclosing party to allow the disclosing party to seek a protective order or other remedy.
Upon termination of this Agreement or upon request, each party will, at the disclosing party's option, return or destroy all Confidential Information in its possession, subject to any retention required by applicable law or for backup purposes.
You will defend, indemnify, and hold harmless Umilpex, its officers, directors, employees, agents, contractors, and affiliates ("Indemnified Parties") from and against any and all third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
Umilpex will defend, indemnify, and hold you harmless from and against any third-party claims that the Umilpex platform itself, when used in accordance with this Agreement, infringes any third party's intellectual property rights, provided that you:
The indemnified party will:
IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY – INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE – FOR ANY:
(i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES
(ii) INCREASED COSTS, DIMINUTION IN VALUE, OR LOSS OF BUSINESS, PRODUCTION, REVENUES, OR PROFITS
(iii) LOSS OF GOODWILL OR REPUTATION
(iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR ANY BREACH OF DATA OR SYSTEM SECURITY
(v) COST OF REPLACEMENT GOODS OR SERVICES
(vi) ANY DAMAGES ARISING FROM AI-GENERATED CONTENT OR CHATBOT RESPONSES
(vii) ANY DAMAGES ARISING FROM INTERACTIONS BETWEEN YOUR CHATBOTS AND END USERS
IN EACH CASE REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY CLIENT TO UMILPEX UNDER THIS AGREEMENT FOR THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS IN SECTIONS 10.1 AND 10.2 WILL NOT APPLY TO:
(i) CLIENT'S FAILURE TO PAY ANY FEES OWED TO UMILPEX
(ii) EITHER PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS
(iii) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9
(iv) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
(v) CLIENT'S BREACH OF RESTRICTIONS ON USE OR VIOLATIONS OF INTELLECTUAL PROPERTY RIGHTS
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT UMILPEX WOULD NOT PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS.
This Agreement and related disputes will be governed by the laws of the State of Delaware, United States, without regard to its conflicts of laws principles.
Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in Section 11.4. The parties agree to negotiate in good faith for at least 30 days before pursuing formal dispute resolution.
If informal resolution fails, both parties agree to resolve any claims relating to this Agreement through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco, California, or any other location both parties agree to in writing.
Either party may seek injunctive relief in court to prevent irreparable harm without first engaging in arbitration. The state or federal courts sitting in San Francisco County, California shall have exclusive jurisdiction over any such claims.
You may only resolve disputes related to or arising from this Agreement on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted.
You have the right to opt-out and not be bound by the arbitration provisions by sending written notice of your decision to opt-out to legal@umilpex.com with the subject line "ARBITRATION OPT-OUT". The notice must be sent within 30 days of the date that you first accept these Terms, otherwise you shall be bound to arbitrate any disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Umilpex also will not be bound by them.
You agree to comply with all applicable export and import control laws and regulations in your use of the Services. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.
All notices under the terms of this Agreement must be in writing and will be deemed given when:
Notices to Umilpex must be sent to: legal@umilpex.com
Notices to you will be sent to the email address associated with your account.
Umilpex may include you in any customer list and use your name, logo, and trademarks for marketing and publicity purposes on our website, in our marketing materials, and press releases. You may opt out by contacting us at legal@umilpex.com.
Other than when it comes to Client's payment responsibilities, neither party will be held responsible if it cannot meet its obligations under this Agreement because of events beyond its reasonable control, including fires, floods, earthquakes, pandemics, power outages, telecommunications failures, labor disputes, acts of God, acts of war or terrorism, or government interventions (each a "Force Majeure Event"), as long as the party unable to fulfill its obligations:
If a Force Majeure Event causes a delay that lasts for more than 90 consecutive days without resolution, either party may terminate this Agreement without penalty by providing written notice to the other party.
You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Any attempted assignment in violation of this section will be void. Umilpex may assign this Agreement without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and assigns.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable.
A waiver of any part of this Agreement will only be valid if it's in writing and signed by the party granting the waiver. A waiver will only apply to the specific situation and occurrence being waived. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party's rights to subsequently enforce the provision or any other provision of this Agreement.
This Agreement, together with the Privacy Policy and any other policies or documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
All sections of this Agreement which by their nature should survive termination will survive termination, including without limitation: Data Ownership, Intellectual Property Rights, Fees and Payment (for amounts owed), Warranties, Disclaimer, Confidentiality, Indemnification, Limitation of Liability, and General Provisions.
Section headings are for convenience only and do not affect the interpretation of this Agreement. The words "include," "includes," and "including" will be deemed to be followed by "without limitation." Unless otherwise specified, references to sections are to sections of this Agreement.
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
If you have any questions about these Terms of Service, please contact us at: Email: legal@umilpex.com Website: https://umilpex.com/contact
By using Umilpex, you acknowledge that you have read these Terms of Service, understood them, and agree to be bound by them. If you do not agree to these Terms of Service, you are not authorized to use the Services.
Thank you for using Umilpex!