Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the uprated.ai platform and MementoCloud services (the “Service”) provided by Uprated Inc. (“Uprated,” “we,” “us,” or “our”), a company organized under the laws of the State of Colorado.

By creating an account or using the Service, you agree to these Terms. If you don't agree, don't use the Service.

1. The Service

uprated.ai is an AI agent platform that deploys teams of AI agents with persistent memory, team coordination, and secure workspaces. The Service includes agent deployment, workspace management, memory systems, messaging, integrations, and related tools.

We use third-party AI model providers (including Anthropic, Google, and OpenAI) to power agent intelligence. The availability, performance, and capabilities of the Service depend in part on these providers.

2. Accounts

Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Service.

Account Registration

You must provide accurate and complete information when creating your account. You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account.

Account Security

Notify us immediately at support@uprated.ai if you believe your account has been compromised. We are not liable for any loss resulting from unauthorized use of your account.

3. Subscription Plans and Payment

Plans

All plans support bring-your-own API keys for AI model providers. Additional usage charges may apply for AI model token consumption beyond included allowances.

Pricing is subject to change. We will notify you at least 30 days before any price increase takes effect on your account.

Billing

• Subscriptions are billed monthly in advance.
• Payment is processed through Stripe. You agree to Stripe's terms of service for payment processing.
• All fees are in US dollars and are non-refundable except as required by law or as described in Section 11.
• If payment fails, we will attempt to process it again. After repeated failures, we may suspend or terminate your account.

Free Trials and Credits

We may offer free trials or promotional credits at our discretion. Free trials convert to paid subscriptions at the end of the trial period unless you cancel. We will notify you before any charges begin.

4. Your Data and Content

Ownership

You retain all rights to the data, content, and materials you upload, create, or generate through the Service (“Your Content”). We do not claim ownership of Your Content.

License to Us

You grant us a limited license to store, process, transmit, and display Your Content solely as necessary to provide the Service to you. This license ends when you delete Your Content or close your account.

AI-Generated Content

Content generated by AI agents on your behalf is considered Your Content. You are responsible for reviewing, verifying, and using AI-generated content appropriately. AI-generated content may contain errors or inaccuracies.

Agent Memory

Agent memory (information your agents learn and retain about your business, preferences, and processes) is part of Your Content. Memory data is stored in your isolated workspace and is subject to the same protections as all other workspace data.

Data Portability

You may request an export of Your Content at any time by contacting support@uprated.ai. We will provide your data in a standard, machine-readable format within 30 days.

No Training on Your Data

We do not use Your Content to train or fine-tune AI models. Your workspace data is used solely to provide the Service to you.

5. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights.
• Generate, store, or distribute content that is illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable.
• Attempt to gain unauthorized access to other users' workspaces, accounts, or data.
• Reverse engineer, decompile, or disassemble any part of the Service.
• Use the Service to build a competing product or service.
• Circumvent rate limits, security measures, or usage restrictions.
• Send spam, phishing attempts, or unsolicited communications through the Service.
• Use the Service to develop, train, or improve AI models outside of normal platform usage.
• Automate account creation or abuse free trial offers.
• Resell, sublicense, or redistribute access to the Service without our written consent.

We may suspend or terminate your account for violations of this section. Repeated or egregious violations may result in immediate termination without notice.

6. Service Availability

Uptime

We strive to maintain high availability but do not guarantee uninterrupted access to the Service. The Service may be temporarily unavailable due to scheduled maintenance, unscheduled maintenance or emergency repairs, third-party service disruptions, or events beyond our reasonable control.

Service Level

Enterprise plan customers may be eligible for a separate Service Level Agreement (SLA) with specific uptime commitments. Contact sales@uprated.ai for details.

Modifications

We may modify, update, or discontinue features of the Service at any time. For material changes that reduce functionality you are currently paying for, we will provide at least 30 days' notice and, at your option, a prorated refund for the affected period.

7. Intellectual Property

Our IP

The Service — including its technology, software, architecture (including but not limited to the Hippocampus memory system, Matrix messaging integration, and agent orchestration framework), design, branding, documentation, and all related intellectual property — is owned by Uprated Inc. and protected by applicable intellectual property laws.

These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as described herein.

Your IP

You retain all intellectual property rights in Your Content. Nothing in these Terms transfers your intellectual property rights to us.

Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant us a non-exclusive, royalty-free, perpetual license to use that feedback to improve the Service. You are not required to provide feedback.

8. Third-Party Services

The Service integrates with third-party services (including AI model providers, communication platforms, CRM systems, and other tools). Your use of these integrations is subject to the respective third party's terms and privacy policies.

We are not responsible for the availability, accuracy, or functionality of third-party services. If you use the bring-your-own API key feature, you are responsible for your own API key usage, costs, and compliance with the applicable provider's terms.

9. Limitation of Liability

Disclaimer of Warranties

The Service is provided “as is” and “as available” without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

Limitation

To the maximum extent permitted by law, Uprated Inc.'s total liability for any claims arising from or related to these Terms or the Service shall not exceed the amount you paid to us in the 12 months preceding the claim.

In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill.

Indemnification

You agree to indemnify and hold harmless Uprated Inc., its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the Service, your violation of these Terms, or your violation of any third-party rights.

10. Privacy

Your use of the Service is also governed by our Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.

11. Termination

By You

You may cancel your subscription and close your account at any time through your account dashboard or by contacting support@uprated.ai. Cancellation takes effect at the end of your current billing period. No refunds are provided for partial billing periods, except as required by law.

By Us

We may suspend or terminate your account if you violate these Terms, your payment is overdue for more than 15 days, we are required to do so by law, or we discontinue the Service (with at least 90 days' notice).

Effect of Termination

Upon termination, your access to the Service will cease. Your agent workspace data (including memory) will be retained for 30 days to allow for export, after which it will be permanently deleted. You remain responsible for any outstanding fees.

12. Dispute Resolution

Informal Resolution

Before filing any formal legal action, you agree to contact us at legal@uprated.ai and attempt to resolve the dispute informally for at least 30 days.

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law provisions.

Jurisdiction

Any legal action arising from these Terms or the Service shall be brought exclusively in the state or federal courts located in Colorado.

13. General Provisions

• Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Uprated Inc. regarding the Service.
• Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force and effect.
• Waiver. Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.
• Assignment. You may not assign or transfer these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices. We will send notices to the email address associated with your account. You are responsible for keeping your email address current.
• Force Majeure. We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control.

14. Contact Us

If you have questions about these Terms, contact us at:

Uprated Inc.
Email: legal@uprated.ai
Support: support@uprated.ai
Website: https://uprated.ai