1. Who we are

1.1 These Terms of Service ("Terms") are issued by UltoLabs LLC ("UltoLabs", "we", "us", "our"), a company licensed in the Sharjah Media City Free Zone (Shams), Sharjah, United Arab Emirates, under trade licence number 2646345.01.

1.2 Registered address: Sharjah Media City (Shams), Sharjah, United Arab Emirates.

1.3 Contact: contact@ultolabs.com

2. About these Terms

2.1 These Terms apply to your use of ultolabs.com and any related pages, demos and forms (the "Website"), and to any services we provide to you (the "Services").

2.2 By using the Website, submitting an enquiry, booking a call, accepting a proposal, signing an agreement, paying an invoice or using any of our Services, you agree to these Terms. If you do not agree, please do not use the Website or the Services.

2.3 Where you have signed a Service Agreement with us, that agreement, its schedules and any support terms issued with it govern the Services and take priority over these Terms if the two conflict. These Terms still apply to anything the signed agreement does not cover, including your use of the Website.

2.4 If you accept these Terms on behalf of a business, you confirm that you are authorised to bind that business and that you are at least 18 years old.

2.5 Our Services are offered to businesses, not to consumers. You confirm that you are using them for business purposes.

3. Our Services

3.1 UltoLabs designs, configures, deploys and operates AI systems for businesses. Our products are:

• UltoVoice: an AI receptionist that answers calls, books appointments, captures caller details and routes or escalates calls.

• UltoFlow: workflow automation that connects and runs business processes across your tools.

• UltoStudio: AI assisted content and advertising production.

• UltoWeb: websites, AI chat and search visibility services.

• Ulto Gold: the full suite.

3.2 The exact scope, deliverables, timelines and fees for each engagement are set out in your proposal, statement of work or Service Agreement. Anything described on the Website is a general description only and is not an offer. We may change, add or withdraw products and features at any time.

3.3 Any change to agreed scope must be agreed in writing before the work is carried out, and may change fees and timelines.

3.4 We provide the Services with reasonable skill and care, consistent with industry standards.

4. Your responsibilities

4.1 You agree to provide, promptly, the access, information, accounts, credentials, brand assets and approvals reasonably needed to deliver the Services, and you confirm you are entitled to share them with us.

4.2 You are responsible for:

• using the Services lawfully and in line with all regulations that apply to your business;

• obtaining every consent, approval and notice required for your customer communications, call handling, call recording, messaging, marketing and data processing;

• the accuracy of the information you provide to us, and the acts of your staff and anyone acting for you;

• reviewing our work and giving feedback within reasonable timeframes;

• keeping your login details and dashboard access secure.

4.3 You must not use the Services or the Website to:

• break any law, including laws on privacy, telemarketing, unsolicited messages, consumer protection, cybercrime and sanctions;

• send spam or unsolicited communications, or impersonate any person or organisation;

• create, publish or distribute content that is unlawful, defamatory, misleading, infringing, offensive or contrary to public morals in the UAE or wherever the content is used;

• infringe anyone's intellectual property or privacy rights;

• introduce malware, attempt unauthorised access, or disrupt or overload our systems;

• reverse engineer, copy or resell our systems, or use them to build a competing product.

4.4 Delays caused by you, by third party services, or by events beyond our reasonable control may extend timelines and are not a breach by us.

5. Project start and timelines

5.1 All timelines are estimates. Work begins once we have received everything we need from you to start (documentation, access and approvals).

5.2 If a project cannot start, or is paused or waiting on you for 30 continuous days, we may release the resources reserved for it, reschedule delivery to our next available capacity, invoice for work done and costs committed so far, and requote any remaining work whose cost has changed. If this continues for 90 days, we may end the affected service by written notice.

6. Fees, billing and payment

6.1 Fees are set out in your proposal or Service Agreement. Fees are stated and invoiced in US dollars unless agreed otherwise.

6.2 Recurring services are billed on a 28 day cycle, not a calendar month. Where we refer to a monthly fee, it means the fee for one 28 day billing period, which gives 13 billing periods a year. Recurring fees are billed in advance. Setup and one off fees are due when work begins, unless a milestone schedule is agreed.

6.3 Invoices are payable within 14 days of the invoice date.

6.4 Late payment. If an invoice is still unpaid 7 days after its due date, a late fee of AED 100 applies for each further day it remains unpaid, until it is paid in full. If an invoice is still unpaid 14 days after its due date, we will suspend the Services until the full balance, including late fees, is paid. We may also recover our reasonable costs of collecting overdue amounts. Suspension does not pause or reduce the fees due for the suspended period.

6.5 All fees exclude VAT and any similar taxes, which will be added to the invoice where they apply. If you are required by law to withhold or deduct tax from a payment, you must increase the payment so that we receive the full amount we would have received without the deduction.

6.6 Our fees do not include third party and usage costs for your own account, such as AI model and API usage, telephony and messaging charges, hosting, domain registration, paid media spend and third party software licences. Where we pay any of these on your behalf, we recharge them at cost as a separate invoice line. Usage above any allowance included in your plan is charged at the rate in your agreement.

6.7 Refunds and cancellation terms differ by service and are set out in your Service Agreement. Unless your agreement says otherwise, fees paid for work already carried out, and setup fees, are not refundable.

6.8 Payment security. Our payment links are only ever sent from sales@ultolabs.com. We will never send bank account details in a document and will never ask you to change payment details by email. If you receive a message that does either, it is not from us. Please check with your usual UltoLabs contact before paying, and report it to contact@ultolabs.com. We are not responsible for payments made to anyone other than UltoLabs as a result of fraudulent messages that do not come from us.

7. Support

7.1 Basic support is included. Your service fees include basic support: keeping an eye on the features we have built for you and fixing bugs in them. Basic support has no set response time. If an incident happens, we will respond when we reasonably can, which may not be immediate.

7.2 Priority support is separate. Faster, defined response to incidents is available under a paid support plan, with levels and response targets set out in the support terms issued to you.

7.3 Support response times are targets to begin work and to restore service. They are not guarantees of availability, uptime or resolution within a fixed time.

7.4 We will also correct defects in delivered work reported within the warranty period stated in your agreement, at no charge.

7.5 Support plans renew automatically on the 28 day cycle and can be ended by either side on 28 days' written notice. A plan paid in advance for a year is not partly refundable if ended early.

7.6 Basic support and support plans cover only what UltoLabs built and operates. They do not cover changes, new features, new integrations, new content, reporting, or systems and tools we did not supply. Those are quoted separately.

8. AI systems: what to expect

8.1 AI systems work on probability. Their output can be inaccurate, incomplete or unexpected, and may need ongoing tuning. They depend on third party platforms, data quality and external services outside our control.

8.2 Our AI systems are designed to assist your team, not to replace human oversight or judgment. You are responsible for reviewing AI output before relying on it, and for any decision you make based on it, particularly in legal, medical, financial or other regulated matters.

8.3 We do not guarantee specific business results, revenue, conversion rates, lead volumes, search rankings, AI citations or uninterrupted availability. Any figures, examples or case descriptions on the Website are illustrative only.

8.4 Where our systems speak or write to your customers, you are responsible for telling them, where the law requires, that they are dealing with an AI system and that calls or messages may be recorded.

8.5 You must not use our AI systems to produce content that imitates a real person's voice, image or likeness without that person's permission, or content that infringes third party rights.

9. Intellectual property

9.1 Our infrastructure. UltoLabs owns, and keeps ownership of, its platform, system architecture, software, AI models and agents, workflows, templates, tooling, methods, frameworks and know how ("UltoLabs Infrastructure"), including any improvements made while working with you. Nothing in these Terms transfers ownership of UltoLabs Infrastructure to you.

9.2 Your deliverables. Once all fees for a service have been paid in full, we assign to you the intellectual property rights in the final deliverables created specifically for you under that service, as defined in your agreement (for example your client specific prompts, configurations, business logic, and final creative assets). This assignment is permanent and survives the end of the engagement.

9.3 Licence to use our infrastructure. While a service is active and paid for, we grant you a non exclusive, non transferable licence to use UltoLabs Infrastructure to the extent it is built into or needed to run your deliverables. The licence ends when the service ends. Your ownership of your deliverables does not.

9.4 Until payment. Until payment is received in full for a service, all rights in the deliverables for that service stay with UltoLabs and you have no licence to use them.

9.5 Your materials. You keep ownership of the content, data, trademarks and brand assets you give us. You grant us a licence to use them only to deliver the Services. You confirm you have the rights to everything you give us, and that our use of it for the Services will not infringe anyone's rights.

9.6 Third party materials. Third party software, models, fonts, stock media and other materials remain subject to their own licences and terms.

9.7 AI generated content. Laws on the ownership and protection of AI generated content are still developing and differ between countries. We do not guarantee that AI generated material can be registered or protected as intellectual property in every country. You are responsible for checking material before using it commercially, including clearing any trademark.

10. Website content, copyright and trademarks

10.1 All content on the Website, including text, design, graphics, logos, images, video, audio, the voice demo, code and the selection and arrangement of that content, is owned by or licensed to UltoLabs and is protected by UAE and international copyright and trademark laws, including Federal Decree Law No. 38 of 2021 on Copyrights and Neighbouring Rights and Federal Decree Law No. 36 of 2021 on Trademarks.

10.2 UltoLabs, UltoVoice, UltoFlow, UltoStudio, UltoWeb, Ulto Gold, the Ulto logo and our slogan "Intelligence, By Design." are trademarks or trade names of UltoLabs. You may not use them without our prior written permission.

10.3 You may view and share links to the Website for your own business purposes. You may not, without our written permission:

• copy, reproduce, republish, sell or commercially exploit any Website content;

• scrape, crawl or extract data from the Website using automated tools, other than search engine indexing;

• use any Website content to train, fine tune or benchmark any AI or machine learning model;

• frame or mirror the Website, or remove any copyright or ownership notice.

10.4 If you believe content on the Website infringes your rights, email contact@ultolabs.com with details and we will review it promptly.

11. Website demos, forms and links

11.1 The Website may include a voice or chat demo powered by AI. The demo is for illustration only. Its answers may be wrong and are not advice or a binding offer. Please do not share sensitive personal information with it. How we handle demo conversations is explained in our Privacy Policy.

11.2 The Website may link to third party websites or tools. We do not control them and are not responsible for their content or practices.

11.3 We aim to keep the Website available and accurate, but we provide it "as is" and "as available", and we do not guarantee it will be error free, secure or uninterrupted.

12. Confidentiality

12.1 Each side will keep confidential all non public, proprietary or sensitive information the other shares in connection with the Services, and will use it only to perform the engagement.

12.2 This does not apply to information that is or becomes public through no fault of the receiving side, was already known to it, or must be disclosed by law or a regulator.

12.3 These obligations continue after the engagement ends.

13. Data protection

13.1 Each side will comply with the data protection laws that apply to it, including UAE Federal Decree Law No. 45 of 2021 on the Protection of Personal Data.

13.2 Where we process personal data on your behalf (for example your callers' or customers' details), you are the controller and we are the processor. We act only on your documented instructions and apply appropriate technical and organisational security measures. The terms of that processing are set out in a Data Processing Agreement, which forms part of your Service Agreement.

13.3 How we handle personal data as a controller, including Website visitors and enquirers, is explained in our Privacy Policy.

14. Term, suspension and termination

14.1 Each service runs for the term stated in your agreement. Where no fixed term is stated, a service continues on a rolling 28 day basis until ended.

14.2 You may end a recurring service by giving 28 days' written notice, which matches one billing cycle. What is refundable depends on the service and is set out in your agreement.

14.3 We may suspend or end the Services by written notice if:

• you do not pay an undisputed amount after written notice;

• you materially breach these Terms or your agreement and do not fix the breach within 14 days of written notice;

• you misuse the Services or use them in breach of the law, in which case we may suspend immediately.

14.4 When an engagement ends, you must pay for all work performed and costs committed up to the end date, and we will deliver all completed work that has been paid for. Your access to systems, dashboards and UltoLabs Infrastructure may end.

14.5 Sections on fees owed, intellectual property, confidentiality, data protection, limitation of liability, indemnity, non solicitation, publicity and governing law continue after termination.

15. Limitation of liability

15.1 To the fullest extent permitted by law:

• our total liability to a client under or in connection with an engagement is limited to the total fees paid by that client in the 12 months before the claim;

• our total liability to any other person in connection with the Website is limited to USD 100;

• neither side is liable for indirect, incidental, consequential or special loss, or for loss of profit, revenue, data, goodwill or business opportunity.

15.2 We are not liable for losses caused by third party platforms, telephony or internet providers, AI model providers, your own systems, your instructions, or information you supplied.

15.3 Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, gross negligence or wilful misconduct.

16. Indemnity

16.1 Each side will indemnify the other against claims, losses, damages, costs and expenses (including reasonable legal fees) arising from its material breach of these Terms or its agreement, its negligence or wilful misconduct, or its breach of applicable law.

16.2 In particular, you will indemnify us against claims arising from content, data or instructions you provide, and from your failure to obtain the consents required for your customer communications, recordings, marketing or data processing.

17. Force majeure

17.1 Neither side is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, government action, pandemics, war, civil unrest, cyber attacks, power or telecommunications failures, and outages of third party services, provided it notifies the other side promptly and takes reasonable steps to limit the effect. This does not excuse payment of fees already due.

18. Non solicitation

18.1 During an engagement and for 12 months after it ends, neither side will directly solicit for employment or engagement any employee, contractor or consultant of the other who was materially involved in the Services, without the other's prior written consent. General recruitment advertising not aimed at the other side's people is not restricted.

19. Publicity

19.1 Unless you tell us otherwise in writing, we may name you as a client and use your name and logo, with a general description of the Services, in our portfolio, Website and marketing.

19.2 We will not publish your confidential information, commercial terms or performance figures without your written consent.

19.3 You can withdraw this permission at any time by writing to us. It applies to material produced after your notice. We are not required to recall material already published.

20. Offers and referral programmes

20.1 Any discount, promotion or referral programme we offer runs on its own written terms, has no cash value, cannot be transferred and may be changed or withdrawn by us for anything not yet earned.

21. Compliance and sanctions

21.1 You confirm that you, your business and your owners are not subject to sanctions imposed by the UAE, the United Nations or any other authority that applies to us, and that you will not use the Services in any sanctioned country or activity or in any way that would put us in breach of anti money laundering, anti bribery or sanctions laws. We may refuse or end any engagement that would.

22. General

22.1 Entire agreement. These Terms, together with any signed agreement, schedules, support terms and Data Processing Agreement, are the entire agreement between us on their subject and replace all earlier discussions, proposals and representations.

22.2 Changes to these Terms. We may update these Terms from time to time. The updated version applies from the date shown at the top of this page. Changes do not affect a signed agreement unless both sides agree them in writing.

22.3 Electronic communications. You agree that agreements, signatures, notices and invoices may be made and delivered electronically, and that they are valid in line with UAE Federal Decree Law No. 46 of 2021 on Electronic Transactions and Trust Services. Written notice includes email.

22.4 Assignment. Neither side may transfer its rights or obligations without the other's written consent, except that either side may transfer them in full to an affiliate or successor in a merger, reorganisation or sale of its business, by giving written notice.

22.5 Subcontractors. We may use subcontractors and third party providers to deliver the Services. We remain responsible for their work.

22.6 Severability. If any part of these Terms is found unenforceable, the rest remains in force.

22.7 No waiver. If we do not enforce a right straight away, we have not given it up.

22.8 Independent parties. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

22.9 Language. These Terms are written in English. If we provide a translation, including Arabic, the English version prevails to the extent permitted by law.

23. Governing law and disputes

23.1 These Terms, and any dispute arising from them or from the Website, are governed by the laws of the United Arab Emirates as applied in the Emirate of Sharjah.

23.2 We will first try to resolve any dispute in good faith. If it cannot be resolved within 30 days of written notice, the courts of the Emirate of Sharjah have exclusive jurisdiction, without preventing either side from seeking urgent or injunctive relief in any competent court.

23.3 Where a signed Service Agreement names a different governing law or jurisdiction, that choice applies to that agreement.

24. Contact

UltoLabs LLC Sharjah Media City (Shams), Sharjah, United Arab Emirates Trade licence no. 2646345.01 contact@ultolabs.com